AVNET INC
EXHIBIT 10
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<TYPE>EX-10
<SEQUENCE>2
<FILENAME>p69243exv10.htm
<DESCRIPTION>EXHIBIT 10
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<P align="right" style="font-size: 10pt">Published CUSIP Number: ____________


<P align="center" style="font-size: 10pt"><B>CREDIT AGREEMENT</B>



<P align="center" style="font-size: 10pt">Dated as of June&nbsp;7, 2004,



<P align="center" style="font-size: 10pt">among



<P align="center" style="font-size: 10pt"><B>AVNET, INC.,</B>



<P align="center" style="font-size: 10pt"><B>AVNET LOGISTICS U.S., L.P.,</B>



<P align="center" style="font-size: 10pt">and



<P align="center" style="font-size: 10pt"><B>CERTAIN OTHER SUBSIDIARIES</B>



<P align="center" style="font-size: 10pt">as Borrowers,



<P align="center" style="font-size: 10pt"><B>BANK OF AMERICA, N.A.,</B><BR>
as Administrative Agent, Swing Line Lender<BR>
and<BR>
L/C Issuer,



<P align="center" style="font-size: 10pt">and



<P align="center" style="font-size: 10pt">The Other Lenders Party Hereto



<P align="center" style="font-size: 10pt"><B>BANC OF AMERICA SECURITIES LLC,</B>



<P align="center" style="font-size: 10pt">as



<P align="center" style="font-size: 10pt">Joint Lead Arranger and Sole Book Manager



<P align="center" style="font-size: 10pt"><B>ABN AMRO INCORPORATED</B>, as Joint Lead Arranger



<P align="center" style="font-size: 10pt"><B>CREDIT SUISSE FIRST BOSTON</B>,<BR>
<B>THE BANK OF NOVA SCOTIA</B><BR>
and<BR>
<B>BNP PARIBAS</B>,<BR>
as Co-Documentation Agents



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<P align="center" style="font-size: 10pt">&nbsp;
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    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:30px; text-indent:-10px"><A href="#101">ARTICLE I.<BR>
DEFINITIONS AND ACCOUNTING TERMS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#102">1.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#102">Defined Terms</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#103">1.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#103">Other Interpretive Provisions</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#104">1.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#104">Accounting Terms</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#105">1.04</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#105">Exchange Rates; Currency Equivalents</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#106">1.05</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#106">Additional Alternative Currencies</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#107">1.06</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#107">Change of Currency</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#108">1.07</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#108">Times of Day</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#109">1.08</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#109">Letter of Credit Amounts</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#110">1.09</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#110">Rounding</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:30px; text-indent:-10px"><A href="#111">ARTICLE II.<BR>
THE COMMITMENTS AND CREDIT EXTENSIONS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#112">2.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#112">Committed Loans</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#113">2.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#113">Borrowings, Conversions and Continuations of Committed Loans</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#114">2.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#114">Letters of Credit</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#115">2.04</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#115">Swing Line Loans</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#116">2.05</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#116">Prepayments</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#117">2.06</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#117">Termination or Reduction of Commitments</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#118">2.07</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#118">Repayment of Loans</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#119">2.08</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#119">Interest</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#120">2.09</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#120">Fees</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#121">2.10</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#121">Computation of Interest and Fees</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#122">2.11</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#122">Evidence of Debt</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#123">2.12</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#123">Payments Generally; Administrative Agent&#146;s Clawback</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#124">2.13</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#124">Sharing of Payments by Lenders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#125">2.14</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#125">Designated Borrowers</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:20px; text-indent:-10px"><A href="#126">ARTICLE III.<BR>
TAXES, YIELD PROTECTION AND ILLEGALITY</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#127">3.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#127">Taxes</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#128">3.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#128">Illegality</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#129">3.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#129">Inability to Determine Rates</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#130">3.04</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#130">Increased Costs; Reserves on Eurocurrency Rate Loans</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54</TD>
    <TD>&nbsp;</TD>
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<P align="center" style="font-size: 10pt">ii
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    <TD width="82%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
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<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#131">3.05</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#131">Compensation for Losses</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#132">3.06</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#132">Mitigation Obligations; Replacement of Lenders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#133">3.07</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#133">Survival</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:30px; text-indent:-10px"><A href="#134">ARTICLE IV.<BR>
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#135">4.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#135">Conditions of Initial Credit Extension</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#136">4.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#136">Conditions to all Credit Extensions</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:30px; text-indent:-10px"><A href="#137">ARTICLE V.<BR>
REPRESENTATIONS AND WARRANTIES</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#138">5.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#138">Existence, Qualification and Power; Compliance with Laws</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#139">5.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#139">Authorization; No Contravention</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#140">5.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#140">Governmental Authorization; Other Consents</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#141">5.04</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#141">Binding Effect</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#142">5.05</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#142">Financial Statements; No Material Adverse Effect</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#143">5.06</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#143">Litigation</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#144">5.07</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#144">No Default</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#145">5.08</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#145">Ownership of Property; Liens</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#146">5.09</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#146">Environmental Compliance</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#147">5.10</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#147">Insurance</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#148">5.11</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#148">Taxes</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#149">5.12</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#149">ERISA Compliance</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#150">5.13</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#150">Subsidiaries; Equity Interests</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#151">5.14</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#151">Margin Regulations; Investment Company Act; Public Utility Holding Company Act</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#152">5.15</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#152">Disclosure</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#153">5.16</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#153">Compliance with Laws</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#154">5.17</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#154">Intellectual Property; Licenses, Etc.</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#155">5.18</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#155">Solvency</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:30px; text-indent:-10px"><A href="#156">ARTICLE VI.<BR>
AFFIRMATIVE COVENANTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#157">6.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#157">Financial Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#158">6.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#158">Certificates; Other Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">65</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#159">6.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#159">Notices</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#160">6.04</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#160">Payment of Obligations</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">iii
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="2" border="0" cellpadding="2" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#161">6.05</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#161">Preservation of Existence, Etc.</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#162">6.06</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#162">Maintenance of Properties</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#163">6.07</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#163">Maintenance of Insurance</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#164">6.08</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#164">Compliance with Laws</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#165">6.09</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#165">Books and Records</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#166">6.10</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#166">Inspection Rights</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#167">6.11</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#167">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#168">6.12</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#168">Approvals and Authorizations</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:20px; text-indent:-10px"><A href="#169">ARTICLE VII.<BR>
NEGATIVE COVENANTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#170">7.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#170">Liens</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#171">7.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#171">Investments</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#172">7.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#172">Indebtedness</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#173">7.04</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#173">Fundamental Changes</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#174">7.05</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#174">Restricted Payments</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#175">7.06</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#175">Payments of Certain Indebtedness</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">74</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#176">7.07</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#176">Change in Nature of Business</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#177">7.08</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#177">Transactions with Affiliates</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#178">7.09</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#178">Limitation on Restrictions Affecting the Company or any Subsidiary</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#179">7.10</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#179">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">76</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#180">7.11</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#180">Financial Covenants</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">76</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#181">7.12</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#181">Capital Expenditures</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">77</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#182">7.13</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#182">Available Liquidity</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">77</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#183">7.14</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#183">Acquisitions</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">77</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:20px; text-indent:-10px"><A href="#184">ARTICLE VIII.<BR>
EVENTS OF DEFAULT AND REMEDIES</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#185">8.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#185">Events of Default</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#186">8.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#186">Remedies Upon Event of Default</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">80</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#187">8.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#187">Application of Funds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:30px; text-indent:-10px"><A href="#188">ARTICLE IX.<BR>
ADMINISTRATIVE AGENT</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#189">9.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#189">Appointment and Authority</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#190">9.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#190">Rights as a Lender</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">iv
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="2" border="0" cellpadding="2" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#191">9.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#191">Exculpatory Provisions</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#192">9.04</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#192">Reliance by Administrative Agent</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#193">9.05</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#193">Delegation of Duties</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#194">9.06</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#194">Resignation of Administrative Agent</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#195">9.07</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#195">Non-Reliance on Administrative Agent and Other Lenders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#196">9.08</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#196">No Other Duties, Etc.</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#197">9.09</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#197">Administrative Agent May File Proofs of Claim</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center"><DIV style="margin-left:30px; text-indent:-10px"><A href="#198">ARTICLE X.<BR>
MISCELLANEOUS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#199">10.01</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#199">Amendments, Etc.</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#200">10.02</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#200">Notices; Effectiveness; Electronic Communication</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">87</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#201">10.03</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#201">No Waiver; Cumulative Remedies</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">88</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#202">10.04</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#202">Expenses; Indemnity; Damage Waiver</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">88</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#203">10.05</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#203">Payments Set Aside</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#204">10.06</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#204">Successors and Assigns</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#205">10.07</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#205">Treatment of Certain Information; Confidentiality</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#206">10.08</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#206">Set-off</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#207">10.09</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#207">Interest Rate Limitation</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#208">10.10</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#208">Counterparts; Integration; Effectiveness</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#209">10.11</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#209">Survival of Representations and Warranties</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#210">10.12</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#210">Severability</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#211">10.13</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#211">Replacement of Lenders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#212">10.14</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#212">Governing Law; Jurisdiction; Etc.</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#213">10.15</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#213">Waiver of Jury Trial</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#214">10.16</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#214">USA PATRIOT Act Notice</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="center"><A href="#215">10.17</A></TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#215">Judgment Currency</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">v
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>CREDIT AGREEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This CREDIT AGREEMENT (&#147;Agreement&#148;) is entered into as of June&nbsp;7, 2004,
among AVNET, INC., a New York corporation (the &#147;Company&#148;), AVNET LOGISTICS
U.S., L.P., a Texas limited partnership (&#147;Logistics&#148;), each other Subsidiary of
the Company party hereto pursuant to Section&nbsp;2.14 (Logistics and each such
other Subsidiary, a &#147;Designated Borrower&#148; and, together with the Company, the
&#147;Borrowers&#148; and, each a &#147;Borrower&#148;), each lender from time to time party hereto
(collectively, the &#147;Lenders&#148; and individually, a &#147;Lender&#148;), and BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has requested that the Lenders provide a revolving credit
facility, with swingline, letter of credit and multicurrency subfacilities, and
the Lenders are willing to do so on the terms and conditions set forth herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

<DIV align="left">
<A name="101"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ARTICLE I.</B>



<P align="center" style="font-size: 10pt"><B>DEFINITIONS AND ACCOUNTING TERMS</B>


<DIV align="left">
<A name="102"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.01 Defined Terms. </B>As used in this Agreement, the following terms shall
have the meanings set forth below:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Acquisition&#148; means the acquisition of (i)&nbsp;a controlling equity or other
ownership interest in another Person (including upon the exercise of an option,
warrant or convertible or similar type security to acquire such a controlling
interest), whether by purchase of such equity or other ownership interest or
upon exercise of an option or warrant for, or conversion of securities into,
such equity or other ownership interest, or (ii)&nbsp;assets of another Person which
constitute all or substantially all of the assets of such Person or of a line
or lines of business conducted by such Person.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Adjusted Receivables Amount&#148; means, as of any date of determination, the
greater of (a)&nbsp;the aggregate net book value of all Excluded Receivables minus
$75,000,000, and (b) $0.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Administrative Agent&#148; means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Administrative Agent&#146;s Office&#148; means, with respect to any currency, the
Administrative Agent&#146;s address and, as appropriate, account as set forth on
Schedule&nbsp;10.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Company and the Lenders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Administrative Questionnaire&#148; means an Administrative Questionnaire in a
form supplied by the Administrative Agent.


<P align="center" style="font-size: 10pt">1
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Affiliate&#148; means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Aggregate Commitments&#148; means the Commitments of all the Lenders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Agreement&#148; has the meaning specified in the introductory paragraph.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Alternative Currency&#148; means each of Euro, Sterling, Australian Dollars,
Hong Kong Dollars, Singapore Dollars, Japanese Yen, and each other currency
(other than Dollars) that is approved in accordance with Section&nbsp;1.05.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Alternative Currency Equivalent&#148; means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Alternative Currency Sublimit&#148; means an amount equal to the lesser of the
Aggregate Commitments and $150,000,000. The Alternative Currency Sublimit is
part of, and not in addition to, the Aggregate Commitments.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Applicable Percentage&#148; means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender&#146;s Commitment at such time. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section&nbsp;8.02 or if
the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments. The
initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on Schedule&nbsp;2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Applicable Rate&#148; means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:


<P align="center" style="font-size: 10pt"><B>Applicable Rate</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="65%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="17%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="17%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Eurocurrency</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Rate +</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Debt Ratings</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Letter of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Base</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Pricing Level</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>S&#038;P/Moody&#146;s</B><HR size="1" noshade></TD>
    <TD nowrap align="center" colspan="7"><B>Facility Fee</B><HR size="1" noshade></TD>
    <TD nowrap align="center" colspan="3"><B>Credit Fee</B><HR size="1" noshade></TD>
    <TD nowrap align="center" colspan="3"><B>Rate +</B><HR size="1" noshade></TD>
    <TD nowrap align="center" colspan="7"><B>Utilization Fee</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">BBB/Baa2 or better<BR></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.20</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.05</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.00</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.25</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">BBB-/Baa3<BR></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.25</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.25</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.00</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.25</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">BB+/Ba1<BR></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.35</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.65</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.40</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.25</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">4</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">BB/Ba2 or worse<BR></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.40</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.85</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.65</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.25</TD>
    <TD nowrap>%</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">2
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Debt Rating&#148; means, as of any date of determination, the rating as
determined by either S&#038;P or Moody&#146;s (collectively, the &#147;Debt Ratings&#148;) of
the Company&#146;s non-credit-enhanced, senior unsecured long-term debt;
provided that if a Debt Rating is issued by each of the foregoing rating
agencies, then the lower of such Debt Ratings shall apply (with the Debt
Rating for Pricing Level 1 being the highest and the Debt Rating for
Pricing Level 4 being the lowest), unless there is a split in Debt
Ratings of more than one level, in which case the Pricing Level that is
one level higher than the Pricing Level of the lower Debt Rating shall
apply.

<P align="left" style="font-size: 10pt">Initially, the Applicable Rate shall be determined based upon the Debt Ratings
in effect on the Closing Date, each of which shall be specified in the
certificate delivered pursuant to Section&nbsp;4.01(a)(vii). Thereafter, each
change in the Applicable Rate resulting from a publicly announced change in any
Debt Rating shall be effective during the period commencing on the date of the
public announcement thereof and ending on the date immediately preceding the
effective date of the next such change.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Applicable Time&#148; means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent or the
L/C Issuer, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Applicant Borrower&#148; has the meaning specified in Section&nbsp;2.14.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Approved Fund&#148; means any Fund that is administered or managed by (a)&nbsp;a
Lender, (b)&nbsp;an Affiliate of a Lender or (c)&nbsp;an entity or an Affiliate of an
entity that administers or manages a Lender.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Arrangers&#148; means, collectively, Banc of America Securities LLC, in its
capacity as joint lead arranger and sole book manager, and ABN Amro
Incorporated, in its capacity as joint lead arranger.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Assignment and Assumption&#148; means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section&nbsp;10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit&nbsp;E or any other form approved by the
Administrative Agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Attributable Indebtedness&#148; means, on any date:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) in respect of any capital lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date
in accordance with GAAP if such lease were accounted for as a capital
lease; and


<P align="center" style="font-size: 10pt">3
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) in respect of any asset securitization transaction of any
Person, (i)&nbsp;the actual amount of any unrecovered investment of purchasers
or transferees of assets so transferred, plus (ii)&nbsp;in the case of any
other recourse, repurchase, or debt obligation described in clause (a)&nbsp;of
the definition of &#147;Off-Balance Sheet Liabilities,&#148; the capitalized amount
of such obligation that would appear on a balance sheet of such Person
prepared on such date in accordance with GAAP if such sale or transfer or
assets were accounted for as a secured loan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Audited Financial Statements&#148; means the audited consolidated balance
sheet of the Company and its Subsidiaries for the fiscal year ended June&nbsp;27,
2003, and the related consolidated statements of income or operations,
shareholders&#146; equity and cash flows for such fiscal year of the Company and its
Subsidiaries, including the notes thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Available Liquidity&#148; means the sum of (i)&nbsp;the aggregate amount of the
Company&#146;s Unencumbered Cash and Cash Equivalents, plus (ii)&nbsp;the aggregate
amounts available to the Company under Permitted Securitization Facilities with
regard to which the Company has the present ability to satisfy all conditions
precedent to its ability to obtain such amounts immediately thereunder, plus
(iii)&nbsp;the aggregate amount then available to be borrowed by the Company or any
of its domestic Subsidiaries under any unsecured credit facility then in effect
(other than this Agreement), provided in the case of each such facility or
amount under clause (iii)&nbsp;that (A)&nbsp;the Company or such Subsidiary then has the
present ability to satisfy all conditions precedent to its ability to borrow
such amount under such facility, (B)&nbsp;there is no restriction on the ability of
the Company or any such Subsidiary to use the proceeds of such borrowing to pay
principal and interest of the Senior Notes, and (C)&nbsp;there is no Lien on the
proceeds of such borrowing which restricts or could reasonably be expected to
restrict the ability of the Company or such Subsidiary to repay, prepay or
defease the Senior Notes, plus (iv)&nbsp;the amount of any defeasance deposit the
Company has made in respect of the Senior Notes to the extent that such
defeasance deposit is required (in accordance with the terms of the Senior
Notes and Senior Note Indenture or pursuant to a binding agreement with the
Trustee under the Senior Note Indenture) to be applied to the payment when due
of principal or interest on the Senior Notes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Availability Period&#148; means the period from and including the Closing Date
to the earliest of (a)&nbsp;the Maturity Date, (b)&nbsp;the date of termination of the
Aggregate Commitments pursuant to Section&nbsp;2.06, and (c)&nbsp;the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section&nbsp;8.02.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Bank of America&#148; means Bank of America, N.A. and its successors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Base Rate&#148; means for any day a fluctuating rate per annum equal to the
higher of (a)&nbsp;the Federal Funds Rate plus 1/2 of 1% and (b)&nbsp;the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its &#147;prime rate.&#148; The &#147;prime rate&#148; is a rate set by Bank of
America based upon various factors including Bank of America&#146;s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America
shall take effect at the opening of business on the day specified in the public
announcement of such change.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Base Rate Committed Loan&#148; means a Committed Loan that is a Base Rate
Loan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Base Rate Loan&#148; means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Borrower&#148; and &#147;Borrowers&#148; each has the meaning specified in the
introductory paragraph hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Borrowing&#148; means a Committed Borrowing or a Swing Line Borrowing, as the
context may require.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Business Day&#148; means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent&#146;s Office with respect
to Obligations denominated in Dollars is located and:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Dollars, any fundings,
disbursements, settlements and payments in Dollars in respect of any such
Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate
Loan, means any such day on which dealings in deposits in Dollars are
conducted by and between banks in the London interbank eurodollar market;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Rate
Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan, means any such
day that is a TARGET Day;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in a currency other than Dollars or
Euro, means any such day on which dealings in deposits in the relevant
currency are conducted by and between banks in the London or other
applicable offshore interbank market for such currency; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) if such day relates to any fundings, disbursements, settlements
and payments in a currency other than Dollars or Euro in respect of a
Eurocurrency Rate Loan denominated in a currency other than Dollars or
Euro, or any other dealings in any currency other than Dollars or Euro to
be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan (other than any interest rate settings), means any
such day on which banks are open for foreign exchange business in the
principal financial center of the country of such currency.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Cash Collateralize&#148; has the meaning specified in Section&nbsp;2.03(g).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Change in Law&#148; means the occurrence, after the date of this Agreement, of
any of the following: (a)&nbsp;the adoption or taking effect of any law, rule,
regulation or treaty, (b)&nbsp;any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof


<P align="center" style="font-size: 10pt">5
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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">by any Governmental Authority or (c)&nbsp;the making or issuance of any
request, guideline or directive (whether or not having the force of law) by any
Governmental Authority.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Change of Control&#148; means an event or series of events by which:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) any &#147;person&#148; or &#147;group&#148; (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act, but excluding any
employee benefit plan of such person or its subsidiaries, and any person
or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the &#147;beneficial owner&#148; (as
defined in Rules&nbsp;13d-3 and 13d-5 under the Securities Exchange Act,
except that a person or group shall be deemed to have &#147;beneficial
ownership&#148; of all securities that such person or group has the right to
acquire (such right, an &#147;option right&#148;), whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 25% or more of the equity securities of the Company
entitled to vote for members of the board of directors or equivalent
governing body of the Company on a fully-diluted basis (and taking into
account all such securities that such person or group has the right to
acquire pursuant to any option right); or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) during any period of 12 consecutive months, a majority of the
members of the board of directors or other equivalent governing body of
the Company cease to be composed of individuals (i)&nbsp;who were members of
that board or equivalent governing body on the first day of such period,
(ii)&nbsp;whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i)&nbsp;above
constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii)&nbsp;whose
election or nomination to that board or other equivalent governing body
was approved by individuals referred to in clauses (i)&nbsp;and (ii)&nbsp;above
constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Closing Date&#148; means the first date all the conditions precedent in
Section&nbsp;4.01 are satisfied or waived in accordance with Section&nbsp;10.01.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Code&#148; means the Internal Revenue Code of 1986.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Commitment&#148; means, as to each Lender, its obligation to (a)&nbsp;make
Committed Loans to the Borrowers pursuant to Section&nbsp;2.01, (b)&nbsp;purchase
participations in L/C Obligations, and (c)&nbsp;purchase participations in Swing
Line Loans, in an aggregate principal amount at any one time outstanding not to
exceed the Dollar amount set forth opposite such Lender&#146;s name on Schedule&nbsp;2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Committed Borrowing&#148; means a borrowing consisting of simultaneous
Committed Loans of the same Type, in the same currency and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
Lenders pursuant to Section&nbsp;2.01.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Committed Loan&#148; has the meaning specified in Section&nbsp;2.01.


<P align="center" style="font-size: 10pt">6
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Committed Loan Notice&#148; means a notice of (a)&nbsp;a Committed Borrowing, (b)&nbsp;a
conversion of Committed Loans from one Type to the other, or (c)&nbsp;a continuation
of Eurocurrency Rate Loans, pursuant to Section&nbsp;2.02(a), which, if in writing,
shall be substantially in the form of Exhibit&nbsp;A.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Company&#148; has the meaning specified in the introductory paragraph hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Compliance Certificate&#148; means a certificate substantially in the form of
Exhibit&nbsp;D.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated EBITDA&#148; means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net
Income for such period plus (a)&nbsp;the following to the extent deducted in
calculating such Consolidated Net Income: (i)&nbsp;Consolidated Interest Charges for
such period, (ii)&nbsp;the provision for Federal, state, local and foreign income
taxes payable by the Company and its Subsidiaries for such period, (iii)
depreciation and amortization expense and (iv)&nbsp;other non-cash or non-recurring
expenses of the Company and its Subsidiaries reducing such Consolidated Net
Income and minus (b)&nbsp;all non-cash items increasing Consolidated Net Income for
such period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Funded Indebtedness&#148; means, as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis, the sum of (a)
the outstanding principal amount of all obligations, whether current or
long-term, for borrowed money (including such Obligations hereunder) and all
obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b)&nbsp;all purchase money Indebtedness, (c)&nbsp;all direct
obligations arising under letters of credit (including standby letters of
credit), bankers&#146; acceptances, bank guaranties, surety bonds and similar
instruments (other than commercial letters of credit and bankers&#146; acceptances
incurred to support commercial transactions, bid bonds, payment bonds and
performance bonds arising in the ordinary course of business), in each case net
of the amount of cash collateral securing such obligations, (d)&nbsp;all obligations
in respect of the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business), (e)&nbsp;Attributable
Indebtedness in respect of capital leases, Synthetic Lease Obligations and
other Off-Balance Sheet Liabilities, (f)&nbsp;without duplication, all Guarantees
with respect to outstanding Indebtedness of the types specified in clauses (a)
through (e)&nbsp;above of Persons other than the Company or any Subsidiary, and (g)
all Indebtedness of the types referred to in clauses (a)&nbsp;through (f)&nbsp;above of
any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which the Company or a Subsidiary
is a general partner or joint venturer, if, and to the extent that, the fair
value of the assets of such partnership or joint venture is less than its
probable liability in respect of its obligations, net of any right to
contribution from other reasonably creditworthy Persons which the Company or
such Subsidiary has in respect thereof, unless such Indebtedness is expressly
made non-recourse to the Company or such Subsidiary.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Interest Charges&#148; means, for any period, for the Company and
its Subsidiaries on a consolidated basis, the sum, without duplication, of (a)
consolidated interest expense determined in accordance with GAAP, (b)&nbsp;the
portion of rent expense of the Company and its Subsidiaries with respect to
such period under capital leases that is treated as interest in accordance with
GAAP, and (c)&nbsp;all implicit interest in connection with Synthetic Lease
Obligations and other Off-Balance Sheet Liabilities.


<P align="center" style="font-size: 10pt">7
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Interest Coverage Ratio&#148; means, as of any date of
determination, the ratio of (a)&nbsp;Consolidated EBITDA for the period of the four
prior fiscal quarters ending on such date to (b)&nbsp;Consolidated Interest Charges
for such period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Leverage Ratio&#148; means, as of any date of determination, the
ratio of (a)&nbsp;Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consolidated Net Income&#148; means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the net income of the Company and its
Subsidiaries (excluding extraordinary gains but including extraordinary losses)
for that period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Contractual Obligation&#148; means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Control&#148; means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
&#147;Controlling&#148; and &#147;Controlled&#148; have meanings correlative thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Cost of Acquisition&#148; means, with respect to any Acquisition, as at the
date of entering into any agreement therefor, the sum of the following (without
duplication): (a)&nbsp;the amount of any cash and fair market value of property
(excluding capital stock, warrants or options to acquire capital stock of the
Company and the unpaid principal amount of any debt instrument) given as
consideration, (b)&nbsp;the amount (determined by using the face amount or the
amount payable at maturity, whichever is greater) of any Indebtedness incurred,
assumed, acquired or repaid by the Company or any Subsidiary in connection with
such Acquisition, (c)&nbsp;all additional purchase price amounts in the form of
earnouts and other contingent obligations that should be recorded on the
balance sheet of the Company and its Subsidiaries in accordance with GAAP, (d)
all amounts paid in respect of covenants not to compete, consulting agreements
that should be recorded on financial statements of the Company and its
Subsidiaries in accordance with GAAP, (e)&nbsp;the aggregate fair market value of
all other consideration given by the Company or any Subsidiary in connection
with such Acquisition, and (f)&nbsp;out-of-pocket transaction costs for the services
and expenses of attorneys, accountants and other consultants incurred in
effecting such transaction, and other similar transaction costs so incurred and
capitalized in accordance with GAAP.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Credit Extension&#148; means each of the following: (a)&nbsp;a Borrowing and (b)&nbsp;an
L/C Credit Extension.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Debt Rating&#148; has the meaning specified in the definition of Applicable
Rate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Debtor Relief Laws&#148; means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Default&#148; means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Default Rate&#148; means (a)&nbsp;when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i)&nbsp;the Base Rate plus (ii)
the Applicable Rate, if any, applicable to Base Rate Loans plus (iii)&nbsp;2% per
annum; provided, however, that with respect to a Eurocurrency Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan
plus 2% per annum, and (b)&nbsp;when used with respect to Letter of Credit Fees, a
rate equal to the Applicable Rate plus 2% per annum.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Defaulting Lender&#148; means any Lender that (a)&nbsp;has failed to fund any
portion of the Committed 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)&nbsp;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 the subject of a good faith dispute, or (c)&nbsp;has been
deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Designated Borrower&#148; has the meaning specified in the introductory
paragraph hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Designated Borrower Sublimit&#148; means, with respect to each Foreign Obligor
for which the Administrative Agent has not received an opinion of local counsel
in form and substance and from counsel satisfactory to it, an amount equal to
the lesser of (a)&nbsp;the Aggregate Commitments and (b) $10,000,000. Each
Designated Borrower Sublimit is part of, and not in addition to, the Aggregate
Commitments.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Designated Borrower Notice&#148; has the meaning specified in Section&nbsp;2.14.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Designated Borrower Request and Assumption Agreement&#148; has the meaning
specified in Section&nbsp;2.14.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Disposition&#148; or &#147;Dispose&#148; means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any
property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Dollar&#148; and &#147;$&#148; mean lawful money of the United States.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Dollar Equivalent&#148; means, at any time, (a)&nbsp;with respect to any amount
denominated in Dollars, such amount, and (b)&nbsp;with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the
case may be, at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of Dollars with such
Alternative Currency.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Domestic Subsidiary&#148; means any Subsidiary that is organized under the
laws of any political subdivision of the United States.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Eligible Assignee&#148; means (a)&nbsp;a Lender; (b)&nbsp;an Affiliate of a Lender; (c)
an Approved Fund; and (d)&nbsp;any other Person (other than a natural person)
approved by (i)&nbsp;the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii)&nbsp;unless an Event of Default has occurred and is continuing, the
Company (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, &#147;Eligible Assignee&#148; shall not
include the Company or any of the Company&#146;s Affiliates or Subsidiaries; and
provided further, however, that an Eligible Assignee shall include only a
Lender, an Affiliate of a Lender or another Person, which, through its Lending
Offices, is capable of lending the applicable Alternative Currencies to the
relevant Borrowers without the imposition of any Taxes or additional Taxes, as
the case may be.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;EMU&#148; means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;EMU Legislation&#148; means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Environmental Laws&#148; means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Environmental Liability&#148; means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Company, any other Loan Party or any
of their respective Subsidiaries directly or indirectly resulting from or based
upon (a)&nbsp;violation of any Environmental Law, (b)&nbsp;the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d)&nbsp;the release or threatened release of
any Hazardous Materials into the environment or (e)&nbsp;any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Equity Interests&#148; means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests
are outstanding on any date of determination.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;ERISA&#148; means the Employee Retirement Income Security Act of 1974.


<P align="center" style="font-size: 10pt">10
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;ERISA Affiliate&#148; means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c)&nbsp;of the Code (and Sections 414(m) and (o)&nbsp;of the Code for
purposes of provisions relating to Section&nbsp;412 of the Code).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;ERISA Event&#148; means (a)&nbsp;a Reportable Event with respect to a Pension Plan;
(b)&nbsp;a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section&nbsp;4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section&nbsp;4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c)&nbsp;a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d)&nbsp;the filing of a notice of intent to terminate a
Pension Plan under Section&nbsp;4041 of ERISA, the treatment of a Plan amendment as
a termination under Sections&nbsp;4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan under
Section&nbsp;4042 of ERISA; (e)&nbsp;an event or condition which constitutes grounds
under Section&nbsp;4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f)&nbsp;the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section&nbsp;4007 of ERISA, upon the Company
or any ERISA Affiliate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Euro&#148; and &#147;EUR&#148; mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Eurocurrency Rate&#148; means for any Interest Period with respect to a
Eurocurrency Rate Loan:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) the applicable Screen Rate for such Interest Period; or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) if the applicable Screen Rate shall not be available, the rate
per annum determined by the Administrative Agent as the rate of interest
at which deposits in the relevant currency for delivery on the first day
of such Interest Period in Same Day Funds in the approximate amount of
the Eurocurrency Rate Loan being made, continued or converted by Bank of
America and with a term equivalent to such Interest Period would be
offered by Bank of America&#146;s London Branch (or other Bank of America
branch or Affiliate) to major banks in the London or other offshore
interbank market for such currency at their request at approximately 4:00
p.m. (London time) two Business Days prior to the first day of such
Interest Period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Eurocurrency Rate Loan&#148; means a Committed Loan that bears interest at a
rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be
denominated in Dollars or in an Alternative Currency. All Committed Loans
denominated in an Alternative Currency must be Eurocurrency Rate Loans.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Event of Default&#148; has the meaning specified in Section&nbsp;8.01.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Excluded Receivables&#148; means, as of any date of determination, all
accounts receivable referred to in Item&nbsp;1 of Schedule&nbsp;7.01.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Excluded Taxes&#148; means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or
on account of any obligation of any Borrower hereunder, (a)&nbsp;taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b)&nbsp;any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which such Borrower is located and (c)&nbsp;except as provided
in the following sentence, in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Company under Section&nbsp;10.13), any
withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party hereto (or designates a new
Lending Office) or is attributable to such Foreign Lender&#146;s failure or
inability (other than as a result of a Change in Law) to comply with Section
3.01(e), except to the extent that such Foreign Lender (or its assignor, if
any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the applicable Borrower with
respect to such withholding tax pursuant to Section&nbsp;3.01(a). Notwithstanding
anything to the contrary contained in this definition, &#147;Excluded Taxes&#148; shall
not include any withholding tax imposed at any time on payments made by or on
behalf of a Foreign Obligor to any Lender hereunder or under any other Loan
Document, provided that such Lender shall have complied with the last paragraph
of Section&nbsp;3.01(e).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Existing Foreign Line of Credit&#148; means any line of credit in effect on
the date hereof listed on Schedule&nbsp;7.03.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Existing Foreign Line of Credit Limit&#148; means, with respect to any
Existing Foreign Line of Credit, the maximum amount thereof in effect on the
Closing Date as set forth on Schedule&nbsp;7.03.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Existing Letters of Credit&#148; means the letters of credit listed on
Schedule&nbsp;1.01(a).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Existing Securitization Facility&#148; means the account receivable
securitization pursuant to the amended and restated receivables purchase
agreement dated as of February&nbsp;6, 2002, among Avnet Receivables Corporation,
the Company as servicer, the financial institutions party thereto as
purchasers, and Bank One, NA as agent for the purchasers, as amended, restated,
supplemented or otherwise modified from time to time, including any extensions,
renewals, replacements and refinancings thereof; provided, that each such
agreement (as amended, restated, supplemented or otherwise modified from time
to time) or extension, renewal, replacement or refinancing, as the case may be,
satisfies the requirements set forth in clause (b)&nbsp;of the definition of
Permitted Securitization Facility.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Federal Funds Rate&#148; means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a)&nbsp;if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b)&nbsp;if no such rate is so published on such next succeeding Business
Day, the Federal


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<P align="left" style="font-size: 10pt">Funds Rate for such day shall be the average rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Fee Letter&#148; means the letter agreement, dated April&nbsp;14, 2004, among the
Company, the Administrative Agent and Banc of America Securities LLC.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Foreign Lender&#148; means, with respect to any Borrower, any Lender that is
organized under the laws of a jurisdiction other than that in which such
Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed
to constitute a single jurisdiction.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Foreign Obligor&#148; means a Loan Party that is a Foreign Subsidiary.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Foreign Subsidiary&#148; means any Subsidiary that is organized under the laws
of a jurisdiction other than the United States, a State thereof or the District
of Columbia.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;FRB&#148; means the Board of Governors of the Federal Reserve System of the
United States.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Fund&#148; means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;GAAP&#148; means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Governmental Authority&#148; means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European
Central Bank).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Guarantee&#148; means, as to any Person, any (a)&nbsp;any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the &#147;primary obligor&#148;) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect,
(i)&nbsp;to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation, (ii)&nbsp;to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii)&nbsp;to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or


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<P align="left" style="font-size: 10pt">other obligation, or (iv)&nbsp;entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other obligation of
the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b)&nbsp;any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien). The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The
term &#147;Guarantee&#148; as a verb has a corresponding meaning.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Guaranty&#148; means the Guaranty made by the Company in favor of the
Administrative Agent and the Lenders, substantially in the form of Exhibit&nbsp;F.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Hazardous Materials&#148; means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Indebtedness&#148; means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) all direct or contingent obligations of such Person arising
under letters of credit (including standby letters of credit), bankers&#146;
acceptances, bank guaranties, surety bonds and similar instruments (other
than commercial letters of credit and bankers&#146; acceptances incurred to
support commercial transactions, bid bonds, payment bonds and performance
bonds arising in the ordinary course of business);



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) net obligations of such Person under any Swap Contract;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) all obligations of such Person to pay the deferred purchase
price of property or services (other than current trade accounts payable
in the ordinary course of business);



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been assumed by
such Person or is limited in recourse;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) capital leases, Synthetic Lease Obligations and other
Off-Balance Sheet Liabilities;


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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any Equity Interest
in such Person or any other Person, valued, in the case of a redeemable
preferred interest, at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) all Guarantees of such Person in respect of any of the
foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, if, and to the extent that, the fair
value of the assets of such partnership or joint venture is less than its
probable liability in respect of its obligations, net of any right to
contribution from other reasonably creditworthy Persons which the Company or
such Subsidiary has in respect thereof, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of any capital lease, Synthetic Lease
Obligation or other Off-Balance Sheet Liability as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such
date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, for purposes of this Agreement, the term
Indebtedness shall not include any liability of the Company or a Subsidiary
under any deferred compensation plan or similar arrangement covering employees
or members of the board of directors of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Indemnified Taxes&#148; means Taxes other than Excluded Taxes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Indemnitees&#148; has the meaning specified in Section&nbsp;10.04(b).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Interest Payment Date&#148; means, (a)&nbsp;as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a
Eurocurrency Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be
Interest Payment Dates; and (b)&nbsp;as to any Base Rate Loan (including a Swing
Line Loan), the last Business Day of each March, June, September and December
and the Maturity Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Interest Period&#148; means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending (a)&nbsp;in the case of any such
Loan denominated in Dollars, on the date one, two, three or six months
thereafter, or (b)&nbsp;in the case of any such Loan denominated in an Alternative
Currency, on the date one, two, or three months thereafter, in each case as
selected by the Company in its Committed Loan Notice; provided that:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any Interest Period that would otherwise end on a day that is
not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day;


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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) no Interest Period shall extend beyond the Maturity Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Investment&#148; means, as to any Person, any direct or indirect investment by
such Person, whether by means of (a)&nbsp;the purchase or other acquisition of
capital stock or other securities of another Person, (b)&nbsp;a loan, advance or
capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c)&nbsp;the purchase or other acquisition (in
one transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Investment Reset Date&#148; means any date on which either (a)&nbsp;the aggregate
net book value of all assets owned by the Borrowers is less than 50% of the
aggregate net book value of all assets owned by the Company and its
Subsidiaries, or (b)&nbsp;the Total Outstandings (other than the Outstanding Amount
of Swing Line Loans and the aggregate undrawn amount of all outstanding Letters
of Credit) is greater than $0.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;IP Rights&#148; has the meaning specified in Section&nbsp;5.17.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;IRS&#148; means the United States Internal Revenue Service.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;ISP&#148; means, with respect to any Letter of Credit, the &#147;International
Standby Practices 1998&#148; published by the Institute of International Banking Law
&#038; Practice (or such later version thereof as may be in effect at the time of
issuance).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Issuer Documents&#148; means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Laws&#148; means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities (including ERISA and
Environmental Laws), including the interpretation or administration thereof by
any Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of
law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;L/C Advance&#148; means, with respect to each Lender, such Lender&#146;s funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage. All L/C Advances shall be denominated in Dollars.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;L/C Borrowing&#148; means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing. All L/C Borrowings shall be
denominated in Dollars.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;L/C Credit Extension&#148; means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of
the amount thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;L/C Issuer&#148; means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;L/C Obligations&#148; means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by
its terms but any amount may still be drawn thereunder by reason of the
operation of Rule&nbsp;3.14 of the ISP, such Letter of Credit shall be deemed to be
&#147;outstanding&#148; in the amount so remaining available to be drawn.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Lender&#148; has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer and the Swing Line
Lender.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Lending Office&#148; means, as to any Lender, the office or offices of such
Lender described as such in such Lender&#146;s Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company
and the Administrative Agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Letter of Credit&#148; means any letter of credit issued hereunder and shall
include the Existing Letters of Credit. A Letter of Credit may be a commercial
letter of credit or a standby letter of credit. All Letters of Credit shall be
issued in Dollars.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Letter of Credit Application&#148; means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Letter of Credit Expiration Date&#148; means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Letter of Credit Fee&#148; has the meaning specified in Section&nbsp;2.03(i).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Letter of Credit Sublimit&#148; means an amount equal to $75,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Lien&#148; means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature
of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of way
or other encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Loan&#148; means an extension of credit by a Lender to a Borrower under
Article&nbsp;II in the form of a Committed Loan or a Swing Line Loan.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Loan Documents&#148; means this Agreement, each Designated Borrower Request
and Assumption Agreement, each Note, each Issuer Document, the Fee Letter and
the Guaranty.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Loan Parties&#148; means, collectively, the Company, Logistics and each other
Designated Borrower.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Logistics&#148; has the meaning specified in the introductory paragraph
hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Mandatory Cost&#148; means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule&nbsp;1.01(b).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Material Adverse Effect&#148; means (a)&nbsp;a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent), condition (financial or otherwise) or prospects of the
Company or the Company and its Subsidiaries taken as a whole; (b)&nbsp;a material
impairment of the ability of any Loan Party to perform its obligations under
the Loan Documents to which it is a party; (c)&nbsp;a material adverse effect upon
the rights or remedies of the Administrative Agent or any Lender under the Loan
Documents; or (d)&nbsp;a material adverse effect upon the legality, validity,
binding effect or enforceability against any Loan Party of the Loan Documents
to which it is a party.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Material Subsidiary&#148; means, at any time, any Subsidiary which had total
revenues in the four fiscal quarter period most recently ended in excess of 5%
of the total revenues of the Company and its Subsidiaries on a consolidated
basis.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Maturity Date&#148; means June&nbsp;7, 2007.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Measurement Date&#148; means, in respect of any Investment Reset Date, the
most recent day prior to such Investment Reset Date that (x)&nbsp;was the last day
of a fiscal month of the Company and (y)&nbsp;was not an Investment Reset Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Measurement Date Amount&#148; means, on any day, the aggregate amount of the
Measurement Date Investments on the most recent Measurement Date prior to such
day (net of any principal amount thereof that has been repaid or returned on
prior to such Measurement Date).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Measurement Date Investments&#148; means, on any day, Investments by the
Borrowers in Subsidiaries (other than Designated Borrowers) that are
outstanding as of the close of business on the most recent Measurement Date
prior to such day (or, if such day is a Measurement Date, as of the close of
business on such Measurement Date).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Moody&#146;s&#148; means Moody&#146;s Investors Service, Inc. and any successor thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Multiemployer Plan&#148; means any employee benefit plan of the type described
in Section&nbsp;4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.


<P align="center" style="font-size: 10pt">18
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Note&#148; means a promissory note made by a Borrower in favor of a Lender
evidencing Loans made by such Lender to such Borrower, substantially in the
form of Exhibit&nbsp;C.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Obligations&#148; means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest
and fees are allowed claims in such proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Off-Balance Sheet Liabilities&#148; means, with respect to any Person as of
any date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and
its Subsidiaries in accordance with GAAP: (a)&nbsp;with respect to any asset
securitization transaction (including any accounts receivable purchase
facility), the unrecovered investment of purchasers or transferees of assets so
transferred and the principal amount of any recourse, repurchase or debt
obligations incurred in connection therewith; and (b)&nbsp;the monetary obligations
under any financing lease or so-called &#147;synthetic,&#148; tax retention or
off-balance sheet lease transaction which, upon the application of any Debtor
Relief Law to such Person or any of its Subsidiaries, would be characterized as
indebtedness.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Organization Documents&#148; means, (a)&nbsp;with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b)&nbsp;with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c)&nbsp;with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Other Taxes&#148; means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Outstanding Amount&#148; means (a)&nbsp;with respect to Committed Loans on any
date, the Dollar Equivalent amount of the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or
repayments of such Committed Loans occurring on such date; (b)&nbsp;with respect to
Swing Line Loans on any date, the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
such Swing Line Loans occurring on such date; and (c)&nbsp;with respect to any L/C
Obligations on any date, the aggregate outstanding amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate


<P align="center" style="font-size: 10pt">19
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<P align="left" style="font-size: 10pt">amount of the L/C Obligations as of such date, including as a result of
any reimbursements by the Company of Unreimbursed Amounts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Overnight Rate&#148; means, for any day, (a)&nbsp;with respect to any amount
denominated in Dollars, the greater of (i)&nbsp;the Federal Funds Rate and (ii)&nbsp;an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry
rules on interbank compensation, and (b)&nbsp;with respect to any amount denominated
in an Alternative Currency, the rate of interest per annum at which overnight
deposits in the applicable Alternative Currency, in an amount approximately
equal to the amount with respect to which such rate is being determined, would
be offered for such day by a branch or Affiliate of Bank of America in the
applicable offshore interbank market for such currency to major banks in such
interbank market.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Participant&#148; has the meaning specified in Section&nbsp;10.06(d).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Participating Member State&#148; means each state so described in any EMU
Legislation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;PBGC&#148; means the Pension Benefit Guaranty Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Pension Plan&#148; means any &#147;employee pension benefit plan&#148; (as such term is
defined in Section&nbsp;3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Permitted Acquisition&#148; means any Acquisition that is permitted by the
terms of Section&nbsp;7.14.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Permitted Business&#148; means any business in which the Company and its
Subsidiaries were engaged on the Closing Date and any business reasonably
related or incidental thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Permitted Securitization Facilities&#148; means, collectively, (a)&nbsp;the
Existing Securitization Facility and (b)&nbsp;any other account receivable
securitization or factor facility so long as the Indebtedness thereunder and
other payment obligations with respect thereto are nonrecourse to the Company
and its Subsidiaries (other than any Special Purpose Finance Subsidiary), other
than limited recourse provisions that are customary for transactions of such
type and do not have the effect of Guaranteeing the repayment of any such
Indebtedness or limiting the loss or credit risk of lenders or purchasers with
respect to payment or performance by the obligors of the accounts receivable so
transferred; provided, that (i)&nbsp;the aggregate outstanding Attributable
Indebtedness under the Existing Securitization Facility and any other account
receivable securitization and factoring facilities described in clause (b)&nbsp;plus
(ii)&nbsp;the Adjusted Receivables Amount, shall not at any time exceed the greater
of (x) $350,000,000, and (y)&nbsp;35% of the aggregate net book value of all
accounts receivable of the Company and its Subsidiaries (including those
accounts receivable subject to the Existing Securitization Facility or any
other account receivable securitization and factoring facilities described in
clause (b)).


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Person&#148; means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Plan&#148; means any &#147;employee benefit plan&#148; (as such term is defined in
Section&nbsp;3(3) of ERISA) established by the Company or, with respect to any such
plan that is subject to Section&nbsp;412 of the Code or Title IV of ERISA, any ERISA
Affiliate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Redemption Value of the Senior Notes&#148; means the sum of (a)&nbsp;the unpaid
principal of the Senior Notes, (b)&nbsp;the accrued and unpaid interest thereon, and
(c)&nbsp;the projected additional accrued and unpaid interest on the Senior Notes at
the scheduled maturity thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Register&#148; has the meaning specified in Section&nbsp;10.06(c).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Related Parties&#148; means, with respect to any Person, such Person&#146;s
Affiliates and the partners, directors, officers, employees, agents and
advisors of such Person and of such Person&#146;s Affiliates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Reportable Event&#148; means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30&nbsp;day notice period has been waived.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Request for Credit Extension&#148; means (a)&nbsp;with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b)
with respect to an L/C Credit Extension, a Letter of Credit Application, and
(c)&nbsp;with respect to a Swing Line Loan, a Swing Line Loan Notice.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Required Lenders&#148; means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section&nbsp;8.02, Lenders holding in
the aggregate more than 50% of the Total Outstandings (with the aggregate
amount of each Lender&#146;s risk participation and funded participation in L/C
Obligations and Swing Line Loans being deemed &#147;held&#148; by such Lender for
purposes of this definition); provided that the Commitment of, and the portion
of the Total Outstandings held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Lenders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Responsible Officer&#148; means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Restricted Payment&#148; means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock or other
Equity Interest of the Company or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity


<P align="center" style="font-size: 10pt">21
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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">Interest, or on account of any return of capital to the Company&#146;s
stockholders, partners or members (or the equivalent Person thereof).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Revaluation Date&#148; means, with respect to any Loan, each of the following:
(a)&nbsp;each date of a Borrowing of a Eurocurrency Rate Loan denominated in an
Alternative Currency, (b)&nbsp;each date of a continuation of a Eurocurrency Rate
Loan denominated in an Alternative Currency pursuant to Section&nbsp;2.02, and (c)
such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;S&#038;P&#148; means Standard &#038; Poor&#146;s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Same Day Funds&#148; means (a)&nbsp;with respect to disbursements and payments in
Dollars, immediately available funds, and (b)&nbsp;with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent to be customary in the place of
disbursement or payment for the settlement of international banking
transactions in the relevant Alternative Currency.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Screen Rate&#148; means, for any Interest Period:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of
the Telerate screen (or any successor thereto) that displays an average
British Bankers Association Interest Settlement Rate for deposits in the
relevant currency (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of
approximately 11:00&nbsp;a.m. (London time) two Business Days prior to the
first day of such Interest Period; or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) if the rate referenced in the preceding clause (a)&nbsp;does not
appear on such page or service or such page or service shall cease to be
available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest
Settlement Rate for deposits in the relevant currency (for delivery on
the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00&nbsp;a.m. (London time)
two Business Days prior to the first day of such Interest Period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;SEC&#148; means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Securities Exchange Act&#148; means the Securities Exchange Act of 1934.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Senior Indebtedness&#148; means Indebtedness other than Subordinated
Indebtedness.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Senior Notes&#148; means the Company&#146;s U.S.$400,000,000 senior notes due
November&nbsp;15, 2006, which were issued pursuant to the Senior Notes Indenture.


<P align="center" style="font-size: 10pt">22
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Senior Notes Indenture&#148; means the Indenture dated as of October&nbsp;1, 2000,
between the Company and Bank One Trust Company, N.A., Trustee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Solvent&#148; means, with respect to any Person, that the value of the assets
of such Person (both at fair value and present fair saleable value) is, on the
date of determination, greater than the total amount of liabilities (including
contingent and unliquidated liabilities) of such Person as of such date and
that, as of such date, such Person is able to pay all liabilities of such
Person as such liabilities mature and does not have unreasonably small capital.
In computing the amount of contingent or unliquidated liabilities at any time,
such liabilities will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Special Notice Currency&#148; means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for
Economic Cooperation and Development at such time located in North America or
Europe.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Special Purpose Finance Subsidiary&#148; means any Subsidiary of the Company
created solely for the purposes of, and whose sole activity shall consist of,
acquiring and financing accounts receivable of the Company and its Subsidiaries
pursuant to a Permitted Securitization Facility.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Spot Rate&#148; for a currency means the rate determined by the Administrative
Agent to be the rate quoted by the Person acting in such capacity as the spot
rate for the purchase by such Person of such currency with another currency
through its principal foreign exchange trading office at approximately 9:00
a.m. on the date two Business Days prior to the date as of which the foreign
exchange computation is made; provided that the Administrative Agent may obtain
such spot rate from another financial institution designated by the
Administrative Agent if the Person acting in such capacity does not have as of
the date of determination a spot buying rate for any such currency.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Sterling&#148; and &#147;&#240;&#148; mean the lawful currency of the United Kingdom.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Subordinated Indebtedness&#148; means Indebtedness with regard to which the
instrument or agreement creating or evidencing such Indebtedness or pursuant to
which such Indebtedness is outstanding expressly provides that such
Indebtedness is subordinated in right of payment to the Obligations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Subsidiary&#148; of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or
both, by such Person. Unless otherwise specified, all references herein to a
&#147;Subsidiary&#148; or to &#147;Subsidiaries&#148; shall refer to a Subsidiary or Subsidiaries
of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Swap Contract&#148; means any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward


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<P align="left" style="font-size: 10pt">commodity contracts, equity or equity index swaps or options, bond or bond
price or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Swap Termination Value&#148; means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a)&nbsp;for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b)&nbsp;for any
date prior to the date referenced in clause (a), the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined based upon
one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Swing Line&#148; means the revolving credit facility made available by the
Swing Line Lender pursuant to Section&nbsp;2.04.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Swing Line Borrowing&#148; means a borrowing of a Swing Line Loan pursuant to
Section&nbsp;2.04.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Swing Line Lender&#148; means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Swing Line Loan&#148; has the meaning specified in Section&nbsp;2.04(a).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Swing Line Loan Notice&#148; means a notice of a Swing Line Borrowing pursuant
to Section&nbsp;2.04(b), which, if in writing, shall be substantially in the form of
Exhibit&nbsp;B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Swing Line Sublimit&#148; means an amount equal to the lesser of (a)
$50,000,000 and (b)&nbsp;the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Synthetic Lease Obligation&#148; means the monetary obligation of a Person
under (a)&nbsp;a so-called synthetic, off-balance sheet or tax retention lease, or
(b)&nbsp;an agreement for the use or possession of property creating obligations
that do not appear on the balance sheet of such Person but which, upon the
insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;TARGET Day&#148; means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET)&nbsp;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.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Taxes&#148; means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Total Outstandings&#148; means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Type&#148; means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Loan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Unencumbered Cash and Cash Equivalents&#148; means cash or cash equivalents
owned by Company (excluding assets of any retirement plan) which (a)&nbsp;are not
the subject of any arrangement with any creditor to have his claim satisfied
out of the asset (or proceeds thereof) prior to the general creditors of
Company, and (b)&nbsp;may be converted to cash within thirty (30)&nbsp;days.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Unfunded Pension Liability&#148; means the excess of a Pension Plan&#146;s benefit
liabilities under Section&nbsp;4001(a)(16) of ERISA, over the current value of that
Pension Plan&#146;s assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section&nbsp;412 of the Code for the applicable
plan year.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;United States&#148; and &#147;U.S.&#148; mean the United States of America.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Unreimbursed Amount&#148; has the meaning specified in Section&nbsp;2.03(c)(i).

<DIV align="left">
<A name="103"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.02 Other Interpretive Provisions</B>. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
The words &#147;include,&#148; &#147;includes&#148; and &#147;including&#148; shall be deemed to be followed
by the phrase &#147;without limitation.&#148; The word &#147;will&#148; shall be construed to have
the same meaning and effect as the word &#147;shall.&#148; Unless the context requires
otherwise, (i)&nbsp;any definition of or reference to any agreement, instrument or
other document (including any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein or in any other
Loan Document), (ii)&nbsp;any reference herein to any Person shall be construed to
include such Person&#146;s successors and assigns, (iii)&nbsp;the words &#147;herein,&#148;
&#147;hereof&#148; and &#147;hereunder,&#148; and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv)&nbsp;all references in a Loan Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, (v)&nbsp;any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi)&nbsp;the words &#147;asset&#148; and &#147;property&#148; shall
be construed to have the same meaning and effect and to


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<P align="left" style="font-size: 10pt">refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In the computation of periods of time from a specified date to a later
specified date, the word &#147;from&#148; means &#147;from and including;&#148; the words &#147;to&#148; and
&#147;until&#148; each mean &#147;to but excluding;&#148; and the word &#147;through&#148; means &#147;to and
including.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Section headings herein and in the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

<DIV align="left">
<A name="104"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.03 Accounting Terms</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Generally. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i)&nbsp;such ratio or requirement shall continue
to be computed in accordance with GAAP prior to such change therein and (ii)
the Company shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in
GAAP.

<DIV align="left">
<A name="105"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.04 Exchange Rates; Currency Equivalents</B>. (a)&nbsp;The Administrative Agent
shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding
Amounts denominated in Alternative Currencies. Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable currencies until the next
Revaluation Date to occur. Except for purposes of financial statements
delivered by Loan Parties hereunder or calculating financial covenants
hereunder or except as otherwise provided herein, the applicable amount of any
currency (other than Dollars) for purposes of the Loan Documents shall be such
Dollar Equivalent amount as so determined by the Administrative Agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Wherever in this Agreement in connection with a Committed Borrowing,
conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but
such Committed Borrowing or Eurocurrency Rate Loan is denominated in an
Alternative Currency, such amount shall be the


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<P align="left" style="font-size: 10pt">relevant Alternative Currency Equivalent of such Dollar amount (rounded to
the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded
upward), as determined by the Administrative Agent.

<DIV align="left">
<A name="106"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.05 Additional Alternative Currencies</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company may from time to time request that Eurocurrency Rate Loans
be made in a currency other than those specifically listed in the definition of
Alternative Currency; provided that such requested currency is a lawful
currency (other than Dollars) that is readily available and freely transferable
and convertible into Dollars. Any such request shall be subject to the
approval of the Administrative Agent and the Lenders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any such request shall be made to the Administrative Agent not later
than 11:00&nbsp;a.m., 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent). In the case of any such request, the Administrative Agent shall
promptly notify each Lender thereof. Each Lender shall notify the
Administrative Agent, not later than 11:00&nbsp;a.m., 10 Business Days after receipt
of such request whether it consents, in its sole discretion, to the making of
Eurocurrency Rate Loans in such requested currency.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Any failure by a Lender to respond to such request within the time
period specified in the preceding sentence shall be deemed to be a refusal by
such Lender to permit Eurocurrency Rate Loans to be made in such requested
currency. If the Administrative Agent and all the Lenders consent to making
Eurocurrency Rate Loans in such requested currency, the Administrative Agent
shall so notify the Company and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Committed
Borrowings of Eurocurrency Rate Loans. If the Administrative Agent shall fail
to obtain consent to any request for an additional currency under this Section
1.05, the Administrative Agent shall promptly so notify the Company.

<DIV align="left">
<A name="107"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.06 Change of Currency</B>. (a)&nbsp;Each obligation of the Borrowers to make a
payment denominated in the national currency unit of any member state of the
European Union that adopts the Euro as its lawful currency after the date
hereof shall be redenominated into Euro at the time of such adoption (in
accordance with the EMU Legislation). If, in relation to the currency of any
such member state, the basis of accrual of interest expressed in this Agreement
in respect of that currency shall be inconsistent with any convention or
practice in the London interbank market for the basis of accrual of interest in
respect of the Euro, such expressed basis shall be replaced by such convention
or practice with effect from the date on which such member state adopts the
Euro as its lawful currency; provided that if any Committed Borrowing in the
currency of such member state is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Committed Borrowing,
at the end of the then current Interest Period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.



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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect a change in currency of any other country and any
relevant market conventions or practices relating to the change in currency.

<DIV align="left">
<A name="108"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.07 Times of Day</B>. Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).

<DIV align="left">
<A name="109"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.08 Letter of Credit Amounts</B>. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

<DIV align="left">
<A name="110"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.09 Rounding</B>. Any financial ratios required to be maintained by the
Company and its Subsidiaries pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a
rounding up if there is no nearest number).

<DIV align="left">
<A name="111"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ARTICLE II.<BR>
THE COMMITMENTS AND CREDIT EXTENSIONS</B>


<DIV align="left">
<A name="112"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.01 Committed Loans. </B>Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a
&#147;Committed Loan&#148;) to the Borrowers in Dollars or in one or more Alternative
Currencies from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender&#146;s Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i)&nbsp;the Total Outstandings shall not exceed the Aggregate
Commitments, (ii)&nbsp;the aggregate Outstanding Amount of the Committed Loans of
any Lender, plus such Lender&#146;s Applicable Percentage of the Outstanding Amount
of all L/C Obligations, plus such Lender&#146;s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender&#146;s
Commitment, (iii)&nbsp;the aggregate Outstanding Amount of all Committed Loans made
to any Designated Borrower that is a Foreign Obligor shall not exceed the
Designated Borrower Sublimit, if any, applicable to such Foreign Obligor, and
(iv)&nbsp;the aggregate Outstanding Amount of all Committed Loans denominated in
Alternative Currencies shall not exceed the Alternative Currency Sublimit.
Within the limits of each Lender&#146;s Commitment, and subject to the other terms
and conditions hereof, the Borrowers may borrow under this Section&nbsp;2.01, prepay
under Section&nbsp;2.05, and reborrow under this Section&nbsp;2.01. Committed Loans may
be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

<DIV align="left">
<A name="113"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.02 Borrowings, Conversions and Continuations of Committed Loans</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurocurrency Rate Loans shall be
made upon the Company&#146;s irrevocable notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 8:00 a.m. (i)&nbsp;three


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<P align="left" style="font-size: 10pt">Business Days prior to the requested date of any Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any
conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate
Committed Loans, (ii)&nbsp;four Business Days (or five Business Days in the case of
a Special Notice Currency) prior to the requested date of any Borrowing or
continuation of Eurocurrency Rate Loans denominated in Alternative Currencies,
and (iii)&nbsp;on the requested date of any Borrowing of Base Rate Committed Loans.
Each telephonic notice by the Company pursuant to this Section&nbsp;2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Company. Each Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Except as provided in Sections
2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate
Committed Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether
telephonic or written) shall specify (i)&nbsp;whether the Company is requesting a
Committed Borrowing, a conversion of Committed Loans from one Type to the
other, or a continuation of Eurocurrency Rate Loans, (ii)&nbsp;the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii)&nbsp;the principal amount of Committed Loans to be borrowed,
converted or continued, (iv)&nbsp;the Type of Committed Loans to be borrowed or to
which existing Committed Loans are to be converted, (v)&nbsp;if applicable, the
duration of the Interest Period with respect thereto, (vi)&nbsp;the currency of the
Committed Loans to be borrowed, and (vii)&nbsp;if applicable, the Designated
Borrower. If the Company fails to specify a currency in a Committed Loan
Notice requesting a Borrowing, then the Committed Loans so requested shall be
made in Dollars. If the Company fails to specify a Type of Committed Loan in a
Committed Loan Notice or if the Company fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Base Rate Loans; provided, however, that in
the case of a failure to timely request a continuation of Committed Loans
denominated in an Alternative Currency, such Loans shall be continued as
Eurocurrency Rate Loans in their original currency with an Interest Period of
one month. Any automatic conversion to Base Rate Loans shall be effective as
of the last day of the Interest Period then in effect with respect to the
applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month. No Committed Loan may be converted
into or continued as a Committed Loan denominated in a different currency, but
instead must be prepaid in the original currency of such Committed Loan and
reborrowed in the other currency.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount (and currency) of its
Applicable Percentage of the applicable Committed Loans, and if no timely
notice of a conversion or continuation is provided by the Company, the
Administrative Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans or continuation of Committed Loans denominated in
a currency other than Dollars, in each case as described in the preceding
subsection. In the case of a Committed Borrowing, each Lender shall make the
amount of its Committed Loan available to the Administrative Agent in Same Day
Funds at the Administrative Agent&#146;s Office for the applicable currency not
later than 10:00&nbsp;a.m., in the case of any Committed Loan denominated in
Dollars, and not later than the Applicable Time specified by the Administrative
Agent in the case


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<P align="left" style="font-size: 10pt">of any Committed Loan in an Alternative Currency, in each case on the
Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section&nbsp;4.02 (and, if
such Borrowing is the initial Credit Extension, Section&nbsp;4.01), the
Administrative Agent shall make all funds so received available to the Company
or the other applicable Borrower in like funds as received by the
Administrative Agent either by (i)&nbsp;crediting the account of such Borrower on
the books of Bank of America with the amount of such funds or (ii)&nbsp;wire
transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Company;
provided, however, that if, on the date the Committed Loan Notice with respect
to such Borrowing denominated in Dollars is given by the Company, there are L/C
Borrowings outstanding, then the proceeds of such Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and, second, shall
be made available to the applicable Borrower as provided above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurocurrency Rate Loans (whether in
Dollars or any Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then
outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be
prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent
thereof, on the last day of the then current Interest Period with respect
thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Administrative Agent shall promptly notify the Company and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. At any time that Base
Rate Loans are outstanding, the Administrative Agent shall notify the Company
and the Lenders of any change in Bank of America&#146;s prime rate used in
determining the Base Rate promptly following the public announcement of such
change.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than ten Interest Periods in
effect with respect to Committed Loans.

<DIV align="left">
<A name="114"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.03 Letters of Credit</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Letter of Credit Commitment.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Subject to the terms and conditions set forth herein, (A)&nbsp;the
L/C Issuer agrees, in reliance upon the agreements of the Lenders set
forth in this Section&nbsp;2.03, (1)&nbsp;from time to time on any Business Day
during the period from the Closing Date until the Letter of Credit
Expiration Date, to issue Letters of Credit denominated in Dollars for
the account of the Company or any Designated Borrower, and to amend or
extend Letters of Credit previously issued by it, in accordance with
subsection (b)&nbsp;below, and (2)&nbsp;to honor drawings under the Letters of
Credit; and (B)&nbsp;the Lenders severally agree to participate in Letters of
Credit issued for the account of the Company or any Designated Borrower
and any drawings thereunder; provided that after giving effect to any L/C
Credit Extension with respect to any Letter of Credit, (x)&nbsp;the Total
Outstandings shall not exceed the


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<P align="left" style="margin-left:3%; font-size: 10pt">Aggregate Commitments, (y)&nbsp;the aggregate Outstanding Amount of the
Committed Loans of any Lender, plus such Lender&#146;s Applicable Percentage
of the Outstanding Amount of all L/C Obligations, plus such Lender&#146;s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender&#146;s Commitment, and (z)&nbsp;the Outstanding Amount
of the L/C Obligations shall not exceed the Letter of Credit Sublimit.
Each request by the Company for the issuance or amendment of a Letter of
Credit shall be deemed to be a representation by the Company that the L/C
Credit Extension so requested complies with the conditions set forth in
the proviso to the preceding sentence. Within the foregoing limits, and
subject to the terms and conditions hereof, the Company&#146;s ability to
obtain Letters of Credit shall be fully revolving, and accordingly the
Company may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon
and reimbursed. All Existing Letters of Credit shall be deemed to have
been issued pursuant hereto, and from and after the Closing Date shall be
subject to and governed by the terms and conditions hereof.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The L/C Issuer shall not issue any Letter of Credit, if:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) subject to Section&nbsp;2.03(b)(iii), the expiry date of such
requested Letter of Credit would occur more than twelve months
after the date of issuance or last extension, unless such Letter of
Credit is an Existing Letter of Credit or the Required Lenders have
approved such expiry date;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) the expiry date of such requested Letter of Credit would
occur after the Letter of Credit Expiration Date, unless all the
Lenders have approved such expiry date; or



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) such Letter of Credit is to be denominated in a currency
other than Dollars.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The L/C Issuer shall not be under any obligation to issue any
Letter of Credit if:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or
restrain the L/C Issuer from issuing such Letter of Credit, or any
Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental
Authority with jurisdiction over the L/C Issuer shall prohibit, or
request that the L/C Issuer refrain from, the issuance of letters
of credit generally or such Letter of Credit in particular or shall
impose upon the L/C Issuer with respect to such Letter of Credit
any restriction, reserve or capital requirement (for which the L/C
Issuer is not otherwise compensated hereunder) not in effect on the
Closing Date, or shall impose upon the L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date
and which the L/C Issuer in good faith deems material to it;


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<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) the issuance of such Letter of Credit would violate one or
more policies of the L/C Issuer;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) except as otherwise agreed by the Administrative Agent and
the L/C Issuer, such Letter of Credit is in an initial face amount
less than $100,000, in the case of a commercial Letter of Credit,
or $500,000, in the case of a standby Letter of Credit;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) such Letter of Credit contains any provisions for
automatic reinstatement of the stated amount after any drawing
thereunder; or



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E) a default of any Lender&#146;s obligations to fund under
Section&nbsp;2.03(c) exists or any Lender is at such time a Defaulting
Lender hereunder, unless the L/C Issuer has entered into
satisfactory arrangements with the Company or such Lender to
eliminate the L/C Issuer&#146;s risk with respect to such Lender.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C
Issuer would not be permitted at such time to issue such Letter of Credit
in its amended form under the terms hereof.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) The L/C Issuer shall be under no obligation to amend any Letter
of Credit if (A)&nbsp;the L/C Issuer would have no obligation at such time to
issue such Letter of Credit in its amended form under the terms hereof,
or (B)&nbsp;the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) The L/C Issuer shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the benefits and
immunities (A)&nbsp;provided to the Administrative Agent in Article&nbsp;IX with
respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued
by it and Issuer Documents pertaining to such Letters of Credit as fully
as if the term &#147;Administrative Agent&#148; as used in Article&nbsp;IX included the
L/C Issuer with respect to such acts or omissions, and (B)&nbsp;as
additionally provided herein with respect to the L/C Issuer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Each Letter of Credit shall be issued or amended, as the case
may be, upon the request of the Company delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer
of the Company. Such Letter of Credit Application must be received by
the L/C Issuer and the Administrative Agent not later than 8:00 a.m. at
least two Business Days prior to the proposed issuance date or date of
amendment, as the case may be, or such later date and time as the
Administrative Agent and the L/C Issuer may agree in a particular
instance in their sole discretion. In the case of a request for an
initial issuance of a Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to the L/C Issuer: (A)&nbsp;the
proposed issuance date of the requested Letter of Credit (which shall be
a Business Day); (B)&nbsp;the amount thereof; (C)&nbsp;the expiry


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<P align="left" style="margin-left:3%; font-size: 10pt">date thereof; (D)&nbsp;the name and address of the beneficiary thereof;
(E)&nbsp;the documents to be presented by such beneficiary in case of any
drawing thereunder; (F)&nbsp;the full text of any certificate to be presented
by such beneficiary in case of any drawing thereunder; and (G)&nbsp;such other
matters as the L/C Issuer may require. In the case of a request for an
amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the L/C
Issuer (A)&nbsp;the Letter of Credit to be amended; (B)&nbsp;the proposed date of
amendment thereof (which shall be a Business Day); (C)&nbsp;the nature of the
proposed amendment; and (D)&nbsp;such other matters as the L/C Issuer may
require. Additionally, the Company shall furnish to the L/C Issuer and
the Administrative Agent such other documents and information pertaining
to such requested Letter of Credit issuance or amendment, including any
Issuer Documents, as the L/C Issuer or the Administrative Agent may
require.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Promptly after receipt of any Letter of Credit Application, the
L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter
of Credit Application from the Company and, if not, the L/C Issuer will
provide the Administrative Agent with a copy thereof. Unless the L/C
Issuer has received written notice from any Lender, the Administrative
Agent or any Loan Party, at least one Business Day prior to the requested
date of issuance or amendment of the applicable Letter of Credit, that
one or more applicable conditions contained in Article&nbsp;IV shall not then
be satisfied, then, subject to the terms and conditions hereof, the L/C
Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Company (or the applicable Designated Borrower) or enter
into the applicable amendment, as the case may be, in each case in
accordance with the L/C Issuer&#146;s usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the L/C Issuer a risk participation in such Letter of
Credit in an amount equal to the product of such Lender&#146;s Applicable
Percentage times the amount of such Letter of Credit.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) If the Company so requests in any applicable Letter of Credit
Application, the L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic extension provisions
(each, an &#147;Auto-Extension Letter of Credit&#148;); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with
the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day (the &#147;Non-Extension Notice
Date&#148;) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C
Issuer, the Company shall not be required to make a specific request to
the L/C Issuer for any such extension. Once an Auto-Extension Letter of
Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter
of Credit Expiration Date; provided, however, that the L/C Issuer shall
not permit any such extension if (A)&nbsp;the L/C Issuer has determined that
it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the
terms hereof (by reason of the provisions of clause (ii)&nbsp;or (iii)&nbsp;of
Section&nbsp;2.03(a) or otherwise), or (B)&nbsp;it has received


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<P align="left" style="margin-left:3%; font-size: 10pt">notice (which may be by telephone or in writing) on or before the
day that is five Business Days before the Non-Extension Notice Date (1)
from the Administrative Agent that the Required Lenders have elected not
to permit such extension or (2)&nbsp;from the Administrative Agent, any Lender
or the Company that one or more of the applicable conditions specified in
Section&nbsp;4.02 is not then satisfied, and in each such case directing the
L/C Issuer not to permit such extension.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) If the Company so requests in any applicable Letter of Credit
Application, the L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that permits the automatic
reinstatement of all or a portion of the stated amount thereof after any
drawing thereunder (each, an &#147;Auto-Reinstatement Letter of Credit&#148;).
Unless otherwise directed by the L/C Issuer, the Company shall not be
required to make a specific request to the L/C Issuer to permit such
reinstatement. Once an Auto-Reinstatement Letter of Credit has been
issued, except as provided in the following sentence, the Lenders shall
be deemed to have authorized (but may not require) the L/C Issuer to
reinstate all or a portion of the stated amount thereof in accordance
with the provisions of such Letter of Credit. Notwithstanding the
foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C
Issuer to decline to reinstate all or any portion of the stated amount
thereof after a drawing thereunder by giving notice of such
non-reinstatement within a specified number of days after such drawing
(the &#147;Non-Reinstatement Deadline&#148;), the L/C Issuer shall not permit such
reinstatement if it has received a notice (which may be by telephone or
in writing) on or before the day that is five Business Days before the
Non-Reinstatement Deadline (A)&nbsp;from the Administrative Agent that the
Required Lenders have elected not to permit such reinstatement or (B)
from the Administrative Agent, any Lender or the Company that one or more
of the applicable conditions specified in Section&nbsp;4.02 is not then
satisfied (treating such reinstatement as an L/C Credit Extension for
purposes of this clause) and, in each case, directing the L/C Issuer not
to permit such reinstatement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to an advising bank with respect thereto
or to the beneficiary thereof, the L/C Issuer will also deliver to the
Company and the Administrative Agent a true and complete copy of such
Letter of Credit or amendment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Drawings and Reimbursements; Funding of Participations.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Upon receipt from the beneficiary of any Letter of Credit of any
notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Company and the Administrative Agent thereof. Not later than
8:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
Credit (each such date, an &#147;Honor Date&#148;), the Company shall reimburse the
L/C Issuer through the Administrative Agent in an amount equal to the
amount of such drawing and in Dollars. If the Company fails to so
reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (the &#147;Unreimbursed Amount&#148;), and the amount of such
Lender&#146;s Applicable Percentage thereof. In such event, the Company shall
be deemed to have requested a Committed Borrowing of Base Rate Loans to
be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without


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<P align="left" style="margin-left:3%; font-size: 10pt">regard to the minimum and multiples specified in Section&nbsp;2.02 for
the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Commitments and the conditions set
forth in Section&nbsp;4.02 (other than the delivery of a Committed Loan
Notice). Any notice given by the L/C Issuer or the Administrative Agent
pursuant to this Section&nbsp;2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Each Lender shall upon any notice pursuant to Section
2.03(c)(i) make funds available to the Administrative Agent for the
account of the L/C Issuer, in Dollars, at the Administrative Agent&#146;s
Office for Dollar-denominated payments in an amount equal to its
Applicable Percentage of the Unreimbursed Amount not later than 10:00
a.m. on the Business Day specified in such notice by the Administrative
Agent, whereupon, subject to the provisions of Section&nbsp;2.03(c)(iii), each
Lender that so makes funds available shall be deemed to have made a Base
Rate Committed Loan to the Company in such amount. The Administrative
Agent shall remit the funds so received to the L/C Issuer.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) With respect to any Unreimbursed Amount that is not fully
refinanced by a Committed Borrowing of Base Rate Loans because the
conditions set forth in Section&nbsp;4.02 cannot be satisfied or for any other
reason, the Company shall be deemed to have incurred from the L/C Issuer
an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the Default Rate. In
such event, each Lender&#146;s payment to the Administrative Agent for the
account of the L/C Issuer pursuant to Section&nbsp;2.03(c)(ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section&nbsp;2.03.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Until each Lender funds its Committed Loan or L/C Advance
pursuant to this Section&nbsp;2.03(c) to reimburse the L/C Issuer for any
amount drawn under any Letter of Credit, interest in respect of such
Lender&#146;s Applicable Percentage of such amount shall be solely for the
account of the L/C Issuer.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Each Lender&#146;s obligation to make Committed Loans or L/C Advances
to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section&nbsp;2.03(c), shall be absolute and unconditional
and shall not be affected by any circumstance, including (A)&nbsp;any setoff,
counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, the Company, any Subsidiary or any other
Person for any reason whatsoever; (B)&nbsp;the occurrence or continuance of a
Default, or (C)&nbsp;any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each Lender&#146;s
obligation to make Committed Loans pursuant to this Section&nbsp;2.03(c) is
subject to the conditions set forth in Section&nbsp;4.02 (other than delivery
by the Company of a Committed Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Company
to reimburse the L/C Issuer for the amount of any payment made by the L/C
Issuer under any Letter of Credit, together with interest as provided
herein.


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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) If any Lender fails to make available to the Administrative
Agent for the account of the L/C Issuer any amount required to be paid by
such Lender pursuant to the foregoing provisions of this Section&nbsp;2.03(c)
by the time specified in Section&nbsp;2.03(c)(ii), the L/C Issuer shall be
entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from
the date such payment is required to the date on which such payment is
immediately available to the L/C Issuer at a rate per annum equal to the
Federal Funds Rate from time to time in effect. A certificate of the L/C
Issuer submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (vi)&nbsp;shall be conclusive
absent manifest error.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Repayment of Participations.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) At any time after the L/C Issuer has made a payment under any
Letter of Credit and has received from any Lender such Lender&#146;s L/C
Advance in respect of such payment in accordance with Section&nbsp;2.03(c), if
the Administrative Agent receives for the account of the L/C Issuer any
payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Company or otherwise, including proceeds of
Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Applicable
Percentage thereof (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender&#146;s L/C
Advance was outstanding) in Dollars and in the same funds as those
received by the Administrative Agent.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) If any payment received by the Administrative Agent for the
account of the L/C Issuer pursuant to Section&nbsp;2.03(c)(i) is required to
be returned under any of the circumstances described in Section&nbsp;10.05
(including pursuant to any settlement entered into by the L/C Issuer in
its discretion), each Lender shall pay to the Administrative Agent for
the account of the L/C Issuer its Applicable Percentage thereof on demand
of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned by such Lender, at a rate per
annum equal to the Federal Funds Rate from time to time in effect. The
obligations of the Lenders under this clause shall survive the payment in
full of the Obligations and the termination of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Obligations Absolute. The obligation of the Company to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all
circumstances, including the following:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any lack of validity or enforceability of such Letter of Credit,
this Agreement, or any other Loan Document;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the existence of any claim, counterclaim, setoff, defense or
other right that the Company or any Subsidiary may have at any time
against any beneficiary or any transferee of such Letter of Credit (or
any Person for whom any such beneficiary or any such transferee may be
acting), the L/C Issuer or any other Person, whether in connection


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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:3%; font-size: 10pt">with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) any draft, demand, certificate or other document presented
under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under such
Letter of Credit;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) any payment by the L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by
the L/C Issuer under such Letter of Credit to any Person purporting to be
a trustee in bankruptcy, debtor-in-possession, assignee for the benefit
of creditors, liquidator, receiver or other representative of or
successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor
Relief Law; or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the
Company or any Subsidiary.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Company&#146;s instructions or other irregularity, the
Company will immediately notify the L/C Issuer. The Company shall be
conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Role of L/C Issuer. Each Lender and the Company agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i)&nbsp;any action taken or omitted in connection herewith at the
request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii)&nbsp;any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii)&nbsp;the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Company hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Company&#146;s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.
None of the L/C Issuer, the Administrative Agent, any of their respective
Related Parties nor any correspondent, participant or assignee of the L/C
Issuer shall be liable or responsible for any of the matters described in
clauses (i)&nbsp;through (v)&nbsp;of Section&nbsp;2.03(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Company may have a claim
against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the
extent, but only to the extent, of any direct, as opposed to


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<P align="left" style="font-size: 10pt">consequential or exemplary, damages suffered by the Company which the
Company proves were caused by the L/C Issuer&#146;s willful misconduct or gross
negligence or the L/C Issuer&#146;s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Cash Collateral. Upon the request of the Administrative Agent, (i)&nbsp;if
the L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Borrowing, or (ii)&nbsp;if, as of
the Letter of Credit Expiration Date, any L/C Obligation for any reason remains
outstanding, the Company shall, in each case, immediately Cash Collateralize
the then Outstanding Amount of all L/C Obligations. Sections&nbsp;2.05 and 8.02(c)
set forth certain additional requirements to deliver Cash Collateral hereunder.
For purposes of this Section&nbsp;2.03, Section&nbsp;2.05 and Section&nbsp;8.02(c), &#147;Cash
Collateralize&#148; means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant
to documentation in form and substance satisfactory to the Administrative Agent
and the L/C Issuer (which documents are hereby consented to by the Lenders).
Derivatives of such term have corresponding meanings. The Company hereby
grants to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing. Cash Collateral shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of
America.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Applicability of ISP and UCP. Unless otherwise expressly agreed by
the L/C Issuer and the Company when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), (i)&nbsp;the rules of
the ISP shall apply to each standby Letter of Credit, and (ii)&nbsp;the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance
shall apply to each commercial Letter of Credit.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Letter of Credit Fees. The Company shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, a Letter of Credit fee (the &#147;Letter of Credit Fee&#148;) for each Letter
of Credit equal to the Applicable Rate times the actual daily maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect under such Letter of Credit). Letter of Credit Fees
shall be (i)&nbsp;computed on a quarterly basis in arrears and (ii)&nbsp;due and payable
on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand. If there is any change in the Applicable Rate during any quarter,
the daily maximum amount of each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect. Notwithstanding anything to
the contrary contained herein, upon the request of the Required


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<P align="left" style="font-size: 10pt">Lenders, while any Event of Default exists, all Letter of Credit Fees
shall accrue at the Default Rate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Company shall pay directly to the L/C Issuer for its own account,
in Dollars, a fronting fee (i)&nbsp;with respect to each commercial Letter of
Credit, at the rate specified in the Fee Letter, computed on the Dollar
Equivalent of the amount of such Letter of Credit, and payable upon the
issuance thereof, (ii)&nbsp;with respect to any amendment of a commercial Letter of
Credit increasing the amount of such Letter of Credit, at a rate separately
agreed between the Company and the L/C Issuer, computed on the Dollar
Equivalent of the amount of such increase, and payable upon the effectiveness
of such amendment, and (iii)&nbsp;with respect to each standby Letter of Credit, at
the rate per annum specified in the Fee Letter, computed on the Dollar
Equivalent of the actual daily maximum amount available to be drawn under such
Letter of Credit (whether or not such maximum amount is then in effect under
such Letter of Credit) and on a quarterly basis in arrears, and due and payable
on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand. In addition, the Company shall pay directly to the L/C Issuer for
its own account, in Dollars, the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of the L/C
Issuer relating to letters of credit as from time to time in effect. Such
customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;Letters of Credit Issued for Designated Borrowers. Notwithstanding
that a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Designated Borrower, each of the
Company and such Designated Borrower, jointly and severally, shall be obligated
to reimburse the L/C Issuer hereunder for any and all drawings under such
Letter of Credit. The Company hereby acknowledges that the issuance of Letters
of Credit for the account of Designated Borrowers inures to the benefit of the
Company, and that the Company&#146;s business derives substantial benefits from the
businesses of such Designated Borrowers.

<DIV align="left">
<A name="115"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.04 Swing Line Loans.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section&nbsp;2.04, to make loans in Dollars (each such
loan, a &#147;Swing Line Loan&#148;) to the Company from time to time on any Business Day
during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Applicable Percentage of
the Outstanding Amount of Committed Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender&#146;s Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i)&nbsp;the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii)&nbsp;the
aggregate Outstanding Amount of the Committed Loans of any


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<P align="left" style="font-size: 10pt">Lender, plus such Lender&#146;s Applicable Percentage of the Outstanding Amount
of all L/C Obligations, plus such Lender&#146;s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender&#146;s
Commitment, and provided, further, that (i)&nbsp;the Company shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions
hereof, the Company may borrow under this Section&nbsp;2.04, prepay under Section
2.05, and reborrow under this Section&nbsp;2.04. Each Swing Line Loan shall be a
Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line
Loan in an amount equal to the product of such Lender&#146;s Applicable Percentage
times the amount of such Swing Line Loan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Company&#146;s irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
10:00&nbsp;a.m. on the requested borrowing date, and shall specify (i)&nbsp;the amount to
be borrowed, which shall be a minimum of $1,000,000, and (ii)&nbsp;the requested
borrowing date, which shall be a Business Day. Each such telephonic notice
must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Company. Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has also received such Swing Line
Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing
Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 11:00
a.m. on the date of the proposed Swing Line Borrowing (A)&nbsp;directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the proviso to the first sentence of Section&nbsp;2.04(a), or (B)&nbsp;that one
or more of the applicable conditions specified in Article&nbsp;IV is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 12:00 noon on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
Company at its office by crediting the account of the Company on the books of
the Swing Line Lender in immediately available funds.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Refinancing of Swing Line Loans.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Swing Line Lender at any time in its sole and absolute
discretion may request, on behalf of the Company (which hereby
irrevocably authorizes the Swing Line Lender to so request on its
behalf), that each Lender make a Base Rate Committed Loan in an amount
equal to such Lender&#146;s Applicable Percentage of the amount of Swing Line
Loans then outstanding. Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan Notice for
purposes hereof) and in accordance with the requirements of Section&nbsp;2.02,
without regard to the minimum and multiples specified therein for the
principal amount of Base Rate Loans, but subject to the unutilized
portion of the Aggregate Commitments and the conditions set forth in
Section&nbsp;4.02. The Swing Line Lender shall furnish the Company with a
copy of the applicable


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<P align="left" style="margin-left:3%; font-size: 10pt">Committed Loan Notice promptly after delivering such notice to the
Administrative Agent. Each Lender shall make an amount equal to its
Applicable Percentage of the amount specified in such Committed Loan
Notice available to the Administrative Agent in immediately available
funds for the account of the Swing Line Lender at the Administrative
Agent&#146;s Office for Dollar-denominated payments not later than 10:00&nbsp;a.m.
on the day specified in such Committed Loan Notice, whereupon, subject to
Section&nbsp;2.04(c)(ii), each Lender that so makes funds available shall be
deemed to have made a Base Rate Committed Loan to the Company in such
amount. The Administrative Agent shall remit the funds so received to
the Swing Line Lender.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) If for any reason any Swing Line Loan cannot be refinanced by
such a Committed Borrowing in accordance with Section&nbsp;2.04(c)(i), the
request for Base Rate Committed Loans submitted by the Swing Line Lender
as set forth herein shall be deemed to be a request by the Swing Line
Lender that each of the Lenders fund its risk participation in the
relevant Swing Line Loan and each Lender&#146;s payment to the Administrative
Agent for the account of the Swing Line Lender pursuant to Section
2.04(c)(i) shall be deemed payment in respect of such participation.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) If any Lender fails to make available to the Administrative
Agent for the account of the Swing Line Lender any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section
2.04(c) by the time specified in Section&nbsp;2.04(c)(i), the Swing Line
Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for
the period from the date such payment is required to the date on which
such payment is immediately available to the Swing Line Lender at a rate
per annum equal to the Federal Funds Rate from time to time in effect. A
certificate of the Swing Line Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause
(iii)&nbsp;shall be conclusive absent manifest error.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Each Lender&#146;s obligation to make Committed Loans or to purchase
and fund risk participations in Swing Line Loans pursuant to this Section
2.04(c) shall be absolute and unconditional and shall not be affected by
any circumstance, including (A)&nbsp;any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the Swing Line
Lender, the Company or any other Person for any reason whatsoever, (B)
the occurrence or continuance of a Default, or (C)&nbsp;any other occurrence,
event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender&#146;s obligation to make Committed Loans
pursuant to this Section&nbsp;2.04(c) is subject to the conditions set forth
in Section&nbsp;4.02. No such funding of risk participations shall relieve or
otherwise impair the obligation of the Company to repay Swing Line Loans,
together with interest as provided herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Repayment of Participations.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) At any time after any Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any
payment on account of such Swing Line Loan, the Swing Line Lender will
distribute to such Lender its Applicable Percentage of such payment
(appropriately adjusted, in the case of interest payments, to


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<P align="left" style="margin-left:3%; font-size: 10pt">reflect the period of time during which such Lender&#146;s risk
participation was funded) in the same funds as those received by the
Swing Line Lender.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) If any payment received by the Swing Line Lender in respect of
principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in
Section&nbsp;10.05 (including pursuant to any settlement entered into by the
Swing Line Lender in its discretion), each Lender shall pay to the Swing
Line Lender its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned, at a rate per annum equal to the
Federal Funds Rate. The Administrative Agent will make such demand upon
the request of the Swing Line Lender. The obligations of the Lenders
under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Company for interest on the Swing Line
Loans. Until each Lender funds its Base Rate Committed Loan or risk
participation pursuant to this Section&nbsp;2.04 to refinance such Lender&#146;s
Applicable Percentage of any Swing Line Loan, interest in respect of such
Applicable Percentage shall be solely for the account of the Swing Line Lender.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Payments Directly to Swing Line Lender. The Company shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

<DIV align="left">
<A name="116"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.05 Prepayments</B>. (a)&nbsp;Each Borrower may, upon notice from the Company to
the Administrative Agent, at any time or from time to time voluntarily prepay
Committed Loans in whole or in part without premium or penalty; provided that
(i)&nbsp;such notice must be received by the Administrative Agent not later than
8:00 a.m. (A)&nbsp;three Business Days prior to any date of prepayment of
Eurocurrency Rate Loans denominated in Dollars, (B)&nbsp;four Business Days (or
five, in the case of prepayment of Loans denominated in Special Notice
Currencies) prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Alternative Currencies, and (C)&nbsp;on the date of prepayment of
Base Rate Committed Loans; (ii)&nbsp;any prepayment of Eurocurrency Rate Loans
denominated in Dollars shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; (iii)&nbsp;any prepayment of Eurocurrency
Rate Loans denominated in Alternative Currencies shall be in a minimum
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (iv)&nbsp;any prepayment of Base Rate Committed Loans shall be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid and, if
Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans.
The Administrative Agent will promptly notify each Lender of its receipt of
each such notice, and of the amount of such Lender&#146;s Applicable Percentage of
such prepayment. If such notice is given by the Company, the applicable
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment
of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to
Section&nbsp;3.05. Each such prepayment shall be applied to the Committed Loans of
the Lenders in accordance with their respective Applicable Percentages.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company may, upon notice to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that
(i)&nbsp;such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 10:00&nbsp;a.m. on the date of the prepayment,
and (ii)&nbsp;any such prepayment shall be in a minimum principal amount of
$1,000,000. Each such notice shall specify the date and amount of such
prepayment. If such notice is given by the Company, the Company shall make
such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If the Administrative Agent notifies the Company at any time that the
Total Outstandings at such time exceed an amount equal to 102% of the Aggregate
Commitments then in effect, then, within two Business Days after receipt of
such notice, the Borrowers shall prepay Loans and/or the Company shall Cash
Collateralize the L/C Obligations in an aggregate amount sufficient to reduce
such Outstanding Amount as of such date of payment to an amount not to exceed
100% of the Aggregate Commitments then in effect; provided, however, that the
Company shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section&nbsp;2.05(c) unless after the prepayment in full of the
Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
The Administrative Agent may, at any time and from time to time after the
initial deposit of such Cash Collateral, request that additional Cash
Collateral be provided in order to protect against the results of further
exchange rate fluctuations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the Administrative Agent notifies the Company at any time that the
Outstanding Amount of all Loans denominated in Alternative Currencies at such
time exceeds an amount equal to 102% of the Alternative Currency Sublimit then
in effect, then, within four Business Days after receipt of such notice, the
Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such
Outstanding Amount as of such date of payment to an amount not to exceed 100%
of the Alternative Currency Sublimit then in effect.

<DIV align="left">
<A name="117"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.06 Termination or Reduction of Commitments</B>. The Company may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or
from time to time permanently reduce the Aggregate Commitments; provided that
(i)&nbsp;any such notice shall be received by the Administrative Agent not later
than 8:00 a.m. five Business Days prior to the date of termination or
reduction, (ii)&nbsp;any such partial reduction shall be in an aggregate amount of
$5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii)&nbsp;the
Company shall not terminate or reduce the Aggregate Commitments if, after
giving effect thereto and to any concurrent prepayments hereunder, the Total
Outstandings would exceed the Aggregate Commitments, and (iv)&nbsp;if, after giving
effect to any reduction of the Aggregate Commitments, the Alternative Currency
Sublimit, the Letter of Credit Sublimit, any Designated Borrower Sublimit or
the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such
Sublimit shall be automatically reduced by the amount of such excess. The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage. All fees accrued until the effective
date of any termination of the Aggregate Commitments shall be paid on the
effective date of such termination.


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<DIV align="left">
<A name="118"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.07 Repayment of Loans. </B>(a)&nbsp;Each Borrower shall repay to the Lenders on
the Maturity Date the aggregate principal amount of Committed Loans made to
such Borrower outstanding on such date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall repay each Swing Line Loan on the earlier to occur
of (i)&nbsp;the date ten days after such Loan is made and (ii)&nbsp;the Maturity Date.

<DIV align="left">
<A name="119"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.08 Interest. </B>(a)&nbsp;Subject to the provisions of subsection (b)&nbsp;below, (i)
each Eurocurrency Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in
the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending
Office in the United Kingdom or a Participating Member State) the Mandatory
Cost; (ii)&nbsp;each Base Rate Committed Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate; and (iii)&nbsp;each Swing Line Loan
shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate.



<P align="left" style="margin-left:3%; font-size: 10pt">(b) (i)&nbsp;If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to
the Default Rate to the fullest extent permitted by applicable Laws.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) If any amount (other than principal of any Loan) payable by the
Borrower under any Loan Document is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, then upon the request of the Required Lenders,
such amount shall thereafter bear interest at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Upon the request of the Required Lenders, while any Event of
Default exists, the Borrowers shall pay interest on the principal amount
of all outstanding Obligations hereunder at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;For the purposes of the Interest Act (Canada), to the extent it may be
applicable, (i)&nbsp;whenever a rate of interest or fee rate hereunder is calculated
on the basis of a year (the &#147;deemed year&#148;) that contains fewer days than the
actual number of days in the calendar year of


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<P align="left" style="font-size: 10pt">calculation, such rate of interest or fee rate shall be expressed as a
yearly rate by multiplying such rate of interest or fee rate by the actual
number of days in the calendar year of calculation and dividing it by the
number of days in the deemed year, (ii)&nbsp;the principle of deemed reinvestment of
interest shall not apply to any interest calculation hereunder and (iii)&nbsp;the
rates of interest stipulated herein are intended to be nominal rates and not
effective rates or yields.

<DIV align="left">
<A name="120"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.09 Fees</B>. In addition to certain fees described in subsections (i)&nbsp;and
(j)&nbsp;of Section&nbsp;2.03:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Facility Fee. The Company shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage, a
facility fee in Dollars equal to the Applicable Rate times the actual daily
amount of the Aggregate Commitments (or, if the Aggregate Commitments have
terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans
and L/C Obligations), regardless of usage. The facility fee shall accrue at
all times during the Availability Period (and thereafter so long as any
Committed Loans, Swing Line Loans or L/C Obligations remain outstanding),
including at any time during which one or more of the conditions in Article&nbsp;IV
is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date (and,
if applicable, thereafter on demand). The facility fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Utilization Fee. The Company shall pay to the Administrative Agent
for the account of each Lender in accordance with its Applicable Percentage, a
utilization fee in Dollars equal to the Applicable Rate times the Total
Outstandings on each day that the Total Outstandings exceed 33% of the actual
daily amount of the Aggregate Commitments then in effect (or, if terminated, in
effect immediately prior to such termination). The utilization fee shall be
due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur
after the Closing Date, and on the Maturity Date. The utilization fee shall be
calculated quarterly in arrears. The utilization fee shall accrue at all
times, including at any time during which one or more of the conditions in
Article&nbsp;IV is not met.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Other Fees. (i)&nbsp;The Company shall pay to Banc of America Securities
LLC and the Administrative Agent for their own respective accounts, in Dollars,
fees in the amounts and at the times specified in the Fee Letter. Such fees
shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;The Company shall pay to the Lenders, in Dollars, such fees as shall
have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

<DIV align="left">
<A name="121"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.10 Computation of Interest and Fees</B>. All computations of interest for
Base Rate Loans when the Base Rate is determined by Bank of America&#146;s &#147;prime
rate&#148; shall be made on the basis of a year of 365 or 366&nbsp;days, as the case may
be, and actual days elapsed. All other


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<P align="left" style="font-size: 10pt">computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year), or, in
the case of interest in respect of Committed Loans denominated in Alternative
Currencies as to which market practice differs from the foregoing, in
accordance with such market practice. Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made
shall, subject to Section&nbsp;2.12(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.

<DIV align="left">
<A name="122"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.11 Evidence of Debt</B>. (a)&nbsp;The Credit Extensions made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender
shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrowers and the interest and payments
thereon. Any failure to so record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Borrowers hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of
manifest error. Upon the request of any Lender to a Borrower made through the
Administrative Agent, such Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender&#146;s
Loans to such Borrower in addition to such accounts or records. Each Lender
may attach schedules to a Note and endorse thereon the date, Type (if
applicable), amount, currency and maturity of its Loans and payments with
respect thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error.

<DIV align="left">
<A name="123"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.12 Payments Generally; Administrative Agent&#146;s Clawback</B>. (a)&nbsp;General.
All payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein and except with respect to principal of and
interest on Loans denominated in an Alternative Currency, all payments by the
Borrowers hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent&#146;s Office in Dollars and in Same Day Funds not later than
11:00&nbsp;a.m. on the date specified herein. Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be
made to the Administrative Agent, for the account of the respective Lenders to
which such payment is owed, at the applicable Administrative Agent&#146;s Office in
such Alternative Currency and in Same Day Funds not later than the Applicable
Time


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<P align="left" style="font-size: 10pt">specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may
require that any payments due under this Agreement be made in the United
States. If, for any reason, any Borrower is prohibited by any Law from making
any required payment hereunder in an Alternative Currency, such Borrower shall
make such payment in Dollars in the Dollar Equivalent of the Alternative
Currency payment amount. The Administrative Agent will promptly distribute to
each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender&#146;s Lending Office. All payments received by the Administrative Agent (i)
after 11:00&nbsp;a.m., in the case of payments in Dollars, or (ii)&nbsp;after the
Applicable Time specified by the Administrative Agent in the case of payments
in an Alternative Currency, shall in each case be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue. If any payment to be made by any Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.



<P align="left" style="margin-left:3%; font-size: 10pt">(b) (i)&nbsp;Funding by Lenders; Presumption by Administrative Agent.
Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Committed Borrowing (or, in the case of
any Base Rate Committed Loan requested on the same day that the applicable
Committed Loan Notice is delivered, by 9:00 a.m. on the date of such
Committed Loan Notice) that such Lender will not make available to the
Administrative Agent such Lender&#146;s share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section&nbsp;2.02 and may, in
reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender and the applicable
Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount in Same Day Funds with interest thereon,
for each day from and including the date such amount is made available to
such Borrower to but excluding the date of payment to the Administrative
Agent, at (A)&nbsp;in the case of a payment to be made by such Lender, the
Overnight Rate and (B)&nbsp;in the case of a payment to be made by such
Borrower, the interest rate applicable to Base Rate Loans. If such
Borrower and such Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent
shall promptly remit to such Borrower the amount of such interest paid by
such Borrower for such period. If such Lender pays its share of the
applicable Committed Borrowing to the Administrative Agent, then the
amount so paid shall constitute such Lender&#146;s Committed Loan included in
such Committed Borrowing. Any payment by such Borrower shall be without
prejudice to any claim such Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Payments by Borrowers; Presumptions by Administrative Agent.
Unless the Administrative Agent shall have received notice from a
Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the L/C Issuer
hereunder that such Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment
on such


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<P align="left" style="margin-left:3%; font-size: 10pt">date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the L/C Issuer, as the case may
be, the amount due. In such event, if such Borrower has not in fact made
such payment, then each of the Lenders or the L/C Issuer, as the case may
be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in
Same Day Funds with interest thereon, for each day from and including the
date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Overnight Rate.



<P align="left" style="margin-left:3%; font-size: 10pt">A notice of the Administrative Agent to any Lender or Borrower with
respect to any amount owing under this subsection (b)&nbsp;shall be
conclusive, absent manifest error.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Failure to Satisfy Conditions Precedent. If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender to any Borrower as provided in the foregoing provisions of this Article
II, and such funds are not made available to such Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article&nbsp;IV are not satisfied or waived in accordance with the
terms hereof, the Administrative Agent shall promptly return such funds (in
like funds as received from such Lender) to such Lender, without interest.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section&nbsp;10.04(c) are
several and not joint. The failure of any Lender to make any Committed Loan,
to fund any such participation or to make any payment under Section&nbsp;10.04(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Committed Loan,
to purchase its participation or to make its payment under Section&nbsp;10.04(c).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Funding Source. Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

<DIV align="left">
<A name="124"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.13 Sharing of Payments by Lenders</B>. If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of the Committed Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it resulting
in such Lender&#146;s receiving payment of a proportion of the aggregate amount of
such Committed Loans or participations and accrued interest thereon greater
than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a)&nbsp;notify the Administrative Agent of such fact,
and (b)&nbsp;purchase (for cash at face value) participations in the Committed Loans
and subparticipations in L/C Obligations and Swing Line Loans of the other
Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Committed Loans and other amounts owing them, provided that:



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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
if any such participations or subparticipations are purchased and all or
any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the provisions of this Section shall not be construed to apply
to (x)&nbsp;any payment made by a Borrower pursuant to and in accordance with
the express terms of this Agreement or (y)&nbsp;any payment obtained by a
Lender as consideration for the assignment of or sale of a participation
in any of its Committed Loans or subparticipations in L/C Obligations or
Swing Line Loans to any assignee or participant, other than to the
Company or any Subsidiary thereof (as to which the provisions of this
Section shall apply).

<P align="left" style="font-size: 10pt">Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.


<DIV align="left">
<A name="125"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.14 Designated Borrowers</B>. (a)&nbsp;Effective as of the date hereof Logistics
shall be a &#147;Designated Borrower&#148; hereunder and may receive Loans for its
account on the terms and conditions set forth in this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company may at any time, upon not less than 15 Business Days&#146;
notice from the Company to the Administrative Agent (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), designate
any additional direct or indirect, wholly-owned Subsidiary of the Company
acceptable to the Administrative Agent, in its reasonable discretion, as a
Designated Borrower (an &#147;Applicant Borrower&#148;) to receive Loans hereunder by
delivering to the Administrative Agent (which shall promptly deliver
counterparts thereof to each Lender) a duly executed notice and agreement in
substantially the form of Exhibit&nbsp;G (a &#147;Designated Borrower Request and
Assumption Agreement&#148;). The parties hereto acknowledge and agree that prior to
any Applicant Borrower becoming entitled to utilize the credit facilities
provided for herein the Administrative Agent and the Lenders shall have
received such supporting resolutions, incumbency certificates, opinions of
counsel and other documents or information, in form and content satisfactory to
the Administrative Agent, as may be required by the Administrative Agent or the
Required Lenders in their reasonable discretion, and Notes signed by such new
Borrowers to the extent any Lenders so require. If the Administrative Agent
agrees that an Applicant Borrower shall be entitled to receive Loans hereunder,
then promptly following receipt of all such requested resolutions, incumbency
certificates, opinions of counsel and other documents or information, the
Administrative Agent shall send a notice in substantially the form of Exhibit&nbsp;H
(a &#147;Designated Borrower Notice&#148;) to the Company and the Lenders specifying the
effective date upon which the Applicant Borrower shall constitute a Designated
Borrower for purposes hereof, whereupon each of the Lenders agrees to permit
such Designated Borrower to receive Loans hereunder, on the terms and
conditions set forth herein, and each of the parties agrees that such
Designated Borrower otherwise shall be a Borrower for all purposes of this
Agreement; provided (x)&nbsp;that no Committed Loan Notice or Letter of Credit
Application may be submitted by or on behalf of such Designated Borrower until
the date five Business Days


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<P align="left" style="font-size: 10pt">after such effective date; (y)&nbsp;if the Dollar Equivalent of Credit
Extensions to be made available to an Applicant Borrower that will be a Foreign
Obligor are to exceed $10,000,000 in the aggregate, or, when added to the
Dollar Equivalent of Credit Extensions extended or available to all Foreign
Obligors, exceed $50,000,000 in the aggregate, such Applicant shall, as a
condition precedent to becoming a Designated Borrower, cause, at its sole cost
and expense, such local counsel opinions to be delivered to the Administrative
Agent in form and substance and from counsel satisfactory to the Administrative
Agent; and (z)&nbsp;if, at any time, the Dollar Equivalent of the Credit Extensions
to be made available to a Designated Borrower that is a Foreign Obligor exceed
$10,000,000 in the aggregate or, when added to the Dollar Equivalent of Credit
Extensions extended or available to all Foreign Obligors, exceed $50,000,000,
in the aggregate, then such Designated Borrower shall, as a condition precedent
to obtaining any Credit Extension, cause, at its sole cost and expense, such
local counsel opinions to be delivered to the Administrative Agent in form and
substance satisfactory to the Administrative Agent (unless such opinions with
respect to such Designated Borrower have previously been delivered to the
Administrative Agent pursuant to and in accordance with this Agreement). Each
Subsidiary that is or becomes a Designated Borrower pursuant to this Section
2.14 shall at all times remain a direct or indirect, wholly-owned Subsidiary of
the Company for so long as such Person is a Designated Borrower.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Obligations of all Designated Borrowers shall be several in nature
with respect to the repayment of principal and interest, letter of credit
fronting fees, and reimbursement and other similar obligations with respect to
only the Borrowings made by, and Letters of Credit issued on behalf of, such
Designated Borrower, provided, that (i)&nbsp;the foregoing shall not limit the
unconditional and irrevocable obligation of the Company with respect thereto
pursuant to the Guaranty, and (ii)&nbsp;all of the Borrowers shall be responsible,
jointly and severally, for facility fees, indemnification obligations,
reimbursement of costs and other similar obligations hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Each Subsidiary of the Company that is or becomes a Designated
Borrower pursuant to this Section&nbsp;2.14 hereby irrevocably appoints the Company
as its agent for all purposes relevant to this Agreement and each of the other
Loan Documents, including (i)&nbsp;the giving and receipt of notices, (ii)&nbsp;the
execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto, and (iii)&nbsp;the receipt of the
proceeds of any Loans made by the Lenders, to any such Designated Borrower
hereunder. Any acknowledgment, consent, direction, certification or other
action which might otherwise be valid or effective only if given or taken by
all Borrowers, or by each Borrower acting singly, shall be valid and effective
if given or taken only by the Company, whether or not any such other Borrower
joins therein. Any notice, demand, consent, acknowledgement, direction,
certification or other communication delivered to the Company in accordance
with the terms of this Agreement shall be deemed to have been delivered to each
Designated Borrower.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Company may from time to time, upon not less than 10 Business
Days&#146; notice from the Company to the Administrative Agent (or such shorter
period as may be agreed by the Administrative Agent in its sole discretion),
terminate a Designated Borrower&#146;s status as such, provided that there are no
outstanding Loans payable by such Designated Borrower, or other amounts payable
by such Designated Borrower on account of any Loans made to it, as of


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<P align="left" style="font-size: 10pt">the effective date of such termination. The Administrative Agent will
promptly notify the Lenders of any such termination of a Designated Borrower&#146;s
status.

<DIV align="left">
<A name="126"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ARTICLE III.<BR>
TAXES, YIELD PROTECTION AND ILLEGALITY</B>


<DIV align="left">
<A name="127"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.01 Taxes</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Payments Free of Taxes. Any and all payments by or on account of any
obligation of the respective Borrowers hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if the applicable
Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i)&nbsp;the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been
made, (ii)&nbsp;such Borrower shall make such deductions and (iii)&nbsp;such Borrower
shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Payment of Other Taxes by the Borrowers. Without limiting the
provisions of subsection (a)&nbsp;above, each Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Indemnification by the Borrowers. Each Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10&nbsp;days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to a Borrower by a Lender
or the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority,
such Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Status of Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which a Borrower is resident for tax purposes, or any treaty to
which such jurisdiction is a party, with respect to payments hereunder or under
any other Loan Document shall deliver to the Company (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested


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<P align="left" style="font-size: 10pt">by the Company or the Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding.
In addition, any Lender, if requested by the Company or the Administrative
Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Company or the Administrative Agent as will enable
the Company or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.
Nothing in this subsection shall require any Lender to make available its tax
returns (or any other information related to its taxes that it deems to be
confidential) except as required by any applicable Law or Governmental
Authority.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Without limiting the generality of the foregoing, in the event that a
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to Company and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Company or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) duly completed copies of Internal Revenue Service Form W-8BEN
claiming eligibility for benefits of an income tax treaty to which the
United States is a party,



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) duly completed copies of Internal Revenue Service Form W-8ECI,



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code, (x)&nbsp;a
certificate to the effect that such Foreign Lender is not (A)&nbsp;a &#147;bank&#148;
within the meaning of section 881(c)(3)(A) of the Code, (B)&nbsp;a &#147;10&nbsp;percent
shareholder&#148; of the applicable Borrower within the meaning of section
881(c)(3)(B) of the Code, or (C)&nbsp;a &#147;controlled foreign corporation&#148;
described in section 881(c)(3)(C) of the Code and (y)&nbsp;duly completed
copies of Internal Revenue Service Form W-8BEN, or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) any other form prescribed by applicable law as a basis for
claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable law to permit the
Company to determine the withholding or deduction required to be made.

<P align="left" style="font-size: 10pt">Without limiting the obligations of the Lenders set forth above regarding
delivery of certain forms and documents to establish each Lender&#146;s status for
U.S. withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Company, as the Administrative Agent or the Company
shall reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such other documents and forms required by any relevant
taxing authorities under the Laws of any other jurisdiction, duly executed and
completed by such Lender, as are required under such Laws to confirm, if
applicable, such Lender&#146;s entitlement to any available exemption from, or
reduction of, applicable withholding taxes in respect of all payments to be
made to such Lender outside of the U.S. by the Borrowers pursuant to this
Agreement or otherwise to establish such Lender&#146;s status for withholding tax
purposes in such

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<P align="left" style="font-size: 10pt">other jurisdiction. Each Lender shall promptly (i)&nbsp;notify the Administrative
Agent of any change in circumstances which would modify or render invalid any
such claimed exemption or reduction, and (ii)&nbsp;take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws of any such jurisdiction
that any Borrower make any deduction or withholding for taxes from amounts
payable to such Lender. Additionally, each of the Borrowers shall promptly
deliver to the Administrative Agent or any Lender, as the Administrative Agent
or such Lender shall reasonably request, on or prior to the Closing Date, and
in a timely fashion thereafter, such documents and forms required by any
relevant taxing authorities under the Laws of any jurisdiction, duly executed
and completed by such Borrower, as are required to be furnished by such Lender
or the Administrative Agent under such Laws in connection with any payment by
the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in
connection with the Loan Documents, with respect to such jurisdiction.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Treatment of Certain Refunds. If the Administrative Agent, any Lender
or the L/C Issuer determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by any
Borrower or with respect to which any Borrower has paid additional amounts
pursuant to this Section, it shall pay to such Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional
amounts paid, by such Borrower under this Section with respect to the Taxes or
Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent, such Lender or the L/C Issuer, as the case may be,
and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that each Borrower, upon the
request of the Administrative Agent, such Lender or the L/C Issuer, agrees to
repay the amount paid over to such Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed
to require the Administrative Agent, any Lender or the L/C Issuer to make
available its tax returns (or any other information relating to its taxes that
it deems confidential) to any Borrower or any other Person.

<DIV align="left">
<A name="128"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.02 Illegality</B>. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative
Currency), or to determine or charge interest rates based upon the Eurocurrency
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars
or any Alternative Currency in the applicable interbank market, then, on notice
thereof by such Lender to the Company through the Administrative Agent, any
obligation of such Lender to make or continue Eurocurrency Rate Loans in the
affected currency or currencies or, in the case of Eurocurrency Rate Loans in
Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall
be suspended until such Lender notifies the Administrative Agent and the
Company that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrowers shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable and
such Loans are denominated in Dollars, convert all such


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<P align="left" style="font-size: 10pt">Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the
last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurocurrency Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurocurrency Rate Loans.
Upon any such prepayment or conversion, the Borrowers shall also pay accrued
interest on the amount so prepaid or converted.

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.03 Inability to Determine Rates</B>. If the Required Lenders determine that
for any reason in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof that (a)&nbsp;deposits (whether in Dollars or
an Alternative Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and
Interest Period of such Eurocurrency Rate Loan, (b)&nbsp;adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in Dollars or an Alternative Currency), or (c)&nbsp;the Eurocurrency
Rate for any requested Interest Period with respect to a proposed Eurocurrency
Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so
notify the Company and each Lender. Thereafter, the obligation of the Lenders
to make or maintain Eurocurrency Rate Loans in the affected currency or
currencies shall be suspended until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice. Upon receipt of such
notice, the Company may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans in the affected
currency or currencies or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.04 Increased Costs; Reserves on Eurocurrency Rate Loans</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Increased Costs Generally. If any Change in Law shall:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or
participated in by, any Lender (except (A)&nbsp;any reserve requirement
contemplated by Section&nbsp;3.04(e) and (B)&nbsp;the requirements of the Bank of
England and the Financial Services Authority or the European Central Bank
reflected in the Mandatory Cost, other than as set forth below) or the
L/C Issuer;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) subject any Lender or the L/C Issuer to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Loan made by it, or
change the basis of taxation of payments to such Lender or the L/C Issuer
in respect thereof (except for Indemnified Taxes or Other Taxes covered
by Section&nbsp;3.01 and the imposition of, or any change in the rate of, any
Excluded Tax payable by such Lender or the L/C Issuer);



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) cause the Mandatory Cost, as calculated hereunder, not to
represent the cost to any Lender of complying with the requirements of
the Bank of England and/or the Financial Services Authority or the
European Central Bank in relation to its making, funding or maintaining
Eurocurrency Rate Loans; or


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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) impose on any Lender or the L/C Issuer or the London interbank
market any other condition, cost or expense affecting this Agreement or
Eurodollar Loans made by such Lender or any Letter of Credit or
participation therein;

<P align="left" style="font-size: 10pt">and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or
the L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Company will
pay (or cause the applicable Designated Borrower to pay) to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender&#146;s or the L/C Issuer&#146;s holding company, if any,
regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender&#146;s or the L/C Issuer&#146;s capital or on the capital
of such Lender&#146;s or the L/C Issuer&#146;s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender&#146;s or the L/C Issuer&#146;s holding company could have
achieved but for such Change in Law (taking into consideration such Lender&#146;s or
the L/C Issuer&#146;s policies and the policies of such Lender&#146;s or the L/C Issuer&#146;s
holding company with respect to capital adequacy), then from time to time the
Company will pay (or cause the applicable Designated Borrower to pay) to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer or such Lender&#146;s or the L/C
Issuer&#146;s holding company for any such reduction suffered.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Certificates for Reimbursement. A certificate (which shall include
calculations in reasonable detail) of a Lender or the L/C Issuer setting forth
the amount or amounts necessary to compensate such Lender or the L/C Issuer or
its holding company, as the case may be, as specified in subsection (a)&nbsp;or (b)
of this Section and delivered to the Company shall be conclusive absent
manifest error. The Company shall pay (or cause the applicable Designated
Borrower to pay) such Lender or the L/C Issuer, as the case may be, the amount
shown as due on any such certificate within 10&nbsp;days after receipt thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender&#146;s or the L/C Issuer&#146;s
right to demand such compensation, provided that no Borrower shall be required
to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more
than nine months prior to the date that such Lender or the L/C Issuer, as the
case may be, notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender&#146;s or the L/C Issuer&#146;s
intention to claim compensation therefor (except that, if the Change


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<P align="left" style="font-size: 10pt">in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Reserves on Eurocurrency Rate Loans. The Company shall pay (or cause
the applicable Designated Borrower to pay) to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as &#147;Eurocurrency liabilities&#148;), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan equal to the actual costs of
such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), which shall be
due and payable on each date on which interest is payable on such Loan,
provided the Company shall have received at least 10&nbsp;days&#146; prior notice (with a
copy to the Administrative Agent) of such additional interest from such Lender.
If a Lender fails to give notice 10&nbsp;days prior to the relevant Interest
Payment Date, such additional interest shall be due and payable 10&nbsp;days from
receipt of such notice.

<DIV align="left">
<A name="131"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.05 Compensation for Losses</B>. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Company shall promptly
compensate (or cause the applicable Designated Borrower to compensate) such
Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;any failure by any Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Company or the applicable Designated Borrower;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;any failure by any Borrower to make payment of any Loan (or interest
due thereon) denominated in an Alternative Currency on its scheduled due date
or any payment thereof in a different currency; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;any assignment of a Eurocurrency Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Company pursuant to Section&nbsp;10.13;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;including any foreign exchange losses and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan, from
fees payable to terminate the deposits from which such funds were obtained or
from the performance of any foreign exchange contract, but excluding any loss
of anticipated profits. The Company shall also pay (or cause the applicable
Designated Borrower to pay) any customary administrative fees charged by such
Lender in connection with the foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of calculating amounts payable by the Company (or the
applicable Designated Borrower) to the Lenders under this Section&nbsp;3.05, each
Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at
the Eurocurrency Rate for such Loan by a matching deposit or other borrowing
in the offshore interbank market for such currency for


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<P align="left" style="font-size: 10pt">a comparable amount and for a comparable period, whether or not such
Eurocurrency Rate Loan was in fact so funded.

<DIV align="left">
<A name="132"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.06 Mitigation Obligations; Replacement of Lenders.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Designation of a Different Lending Office. If any Lender requests
compensation under Section&nbsp;3.04, or any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section&nbsp;3.01, or if any Lender gives a notice
pursuant to Section&nbsp;3.02, then such Lender shall use reasonable efforts to
designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i)&nbsp;would eliminate or reduce amounts payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the
notice pursuant to Section&nbsp;3.02, as applicable, and (ii)&nbsp;in each case, would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Company hereby agrees to pay
(or to cause the applicable Designated Borrower to pay) all reasonable costs
and expenses incurred by any Lender in connection with any such designation or
assignment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Replacement of Lenders. If any Lender requests compensation under
Section&nbsp;3.04, or if any Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to Section&nbsp;3.01, the Company may replace such Lender in accordance with Section
10.13.

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.07 Survival</B>. All of the Borrowers&#146; obligations under this Article&nbsp;III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

<DIV align="left">
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<P align="center" style="font-size: 10pt"><B>ARTICLE IV.<BR>
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS</B>


<DIV align="left">
<A name="135"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.01 Conditions of Initial Credit Extension. </B>The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of the following conditions precedent:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Administrative Agent&#146;s receipt of the following, each of which
shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance satisfactory to the Administrative Agent and
each of the Lenders:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) executed counterparts of this Agreement and the Guaranty,
sufficient in number for distribution to the Administrative Agent, each
Lender and the Company;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Notes executed by the Borrowers in favor of each Lender
requesting Notes;


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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) such certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of each
Loan Party as the Administrative Agent may require evidencing the
identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this
Agreement and the other Loan Documents to which such Loan Party is a
party;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) such documents and certifications as the Administrative Agent
may reasonably require to evidence that each Loan Party is duly organized
or formed, and that each of the Company and Logistics is validly
existing, in good standing and qualified to engage in business in each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, except to the extent
that failure to do so could not reasonably be expected to have a Material
Adverse Effect;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) favorable opinions of Gibson, Dunn &#038; Crutcher LLP, counsel to
the Loan Parties, and of the General Counsel of the Company, each
addressed to the Administrative Agent and each Lender, in substantially
the forms of Exhibits I-1 and I-2, respectively;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) a certificate of a Responsible Officer of each Loan Party
either (A)&nbsp;attaching copies of all consents, licenses and approvals
required in connection with the execution, delivery and performance by
such Loan Party and the validity against such Loan Party of the Loan
Documents to which it is a party, and such consents, licenses and
approvals shall be in full force and effect, or (B)&nbsp;stating that no such
consents, licenses or approvals are so required;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) a certificate signed by a Responsible Officer of the Company
certifying (A)&nbsp;that the conditions specified in Sections&nbsp;4.02(a) and (b)
have been satisfied, (B)&nbsp;that there has been no event or circumstance
since the date of the Audited Financial Statements that has had or could
be reasonably expected to have, either individually or in the aggregate,
a Material Adverse Effect; and (C)&nbsp;the current Debt Ratings;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii) a duly completed Compliance Certificate as of the last day of
the fiscal quarter of the Company most recently ended prior to the
Closing Date, signed by a Responsible Officer of the Company;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix) a certificate signed by a Responsible Officer of the Company,
certifying that all insurance required to be maintained pursuant to the
Loan Documents has been obtained and is in effect; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) such other assurances, certificates, documents, consents or
opinions as the Administrative Agent or the Required Lenders reasonably
may require.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any fees required to be paid on or before the Closing Date shall have
been paid.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall have paid all reasonable fees and disbursements of
Helms Mulliss &#038; Wicker, PLLC, as counsel to the Administrative Agent, and of
special and local counsel to the Lenders retained by the Administrative Agent
with respect to any Foreign Obligors, in each case to the extent invoiced prior
to or on the Closing Date (provided that the


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<P align="left" style="font-size: 10pt">Company shall remain liable for any additional reasonable fees and
expenses of such counsel to the Administrative Agent in accordance with Section
10.04).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Closing Date shall have occurred on or before June&nbsp;30, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Without limiting the generality of the provisions of Section&nbsp;9.04, for
purposes of determining compliance with the conditions specified in this
Section&nbsp;4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

<DIV align="left">
<A name="136"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.02 Conditions to all Credit Extensions</B>. The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurocurrency Rate Loans) is subject to the following conditions
precedent:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The representations and warranties of (i)&nbsp;the Borrowers contained in
Article&nbsp;V and (ii)&nbsp;each Loan Party contained in each other Loan Document or in
any document furnished at any time under or in connection herewith or therewith
(including any Designated Borrower Request and Assumption Agreement), shall be
true and correct on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier
date, and except that for purposes of this Section&nbsp;4.02, the representations
and warranties contained in subsections (a)&nbsp;and (b)&nbsp;of Section&nbsp;5.05 shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section&nbsp;6.01.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;No Default shall exist, or would result from such proposed Credit
Extension or the application of the proceeds thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the applicable Borrower is a Designated Borrower, then the
conditions of Section&nbsp;2.14 to the designation of such Borrower as a Designated
Borrower shall have been met to the satisfaction of the Administrative Agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;In the case of a Credit Extension to be denominated in an Alternative
Currency, there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which in the reasonable opinion of the Administrative Agent
or the Required Lenders would make it impracticable for such Credit Extension
to be denominated in the relevant Alternative Currency.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;In the case of a Credit Extension occurring on or after May&nbsp;15, 2006,
unless and until the entire principal, all accrued interest and all other
obligations with respect to the Senior Notes have been fully and finally paid,
the Available Liquidity shall be not less than the Redemption Value of the
Senior Notes.


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<P align="left" style="font-size: 10pt">Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurocurrency Rate Loans) submitted by the Company shall be
deemed to be a representation and warranty that the conditions specified in
Sections&nbsp;4.02(a) and (b)&nbsp;and, on and after May&nbsp;15, 2006, Section&nbsp;4.02(f), have
been satisfied on and as of the date of the applicable Credit Extension.

<DIV align="left">
<A name="137"></A>
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<P align="center" style="font-size: 10pt"><B>ARTICLE V.<BR>
REPRESENTATIONS AND WARRANTIES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Borrower represents and warrants to the Administrative Agent and the
Lenders that:

<DIV align="left">
<A name="138"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.01 Existence, Qualification and Power; Compliance with Laws</B>. Each Loan
Party and each Subsidiary thereof (a)&nbsp;is duly organized or formed, validly
existing and (to the extent the concept of &#147;good standing&#148; exists under such
Laws) in good standing under the Laws of the jurisdiction of its incorporation
or organization, (b)&nbsp;has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i)&nbsp;own its
assets and carry on its business and (ii)&nbsp;execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c)&nbsp;is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d)&nbsp;is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d) (or, with respect to any Subsidiary that is not a Loan Party, in each
case referred to in clause (a), (b), (c)&nbsp;or (d)), to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect.

<DIV align="left">
<A name="139"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.02 Authorization; No Contravention</B>. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a)&nbsp;contravene the terms of any
of such Person&#146;s Organization Documents; (b)&nbsp;conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i)&nbsp;any Contractual Obligation to which such Person is
a party or to which such Person or the properties of such Person or any of its
Subsidiaries is subject or (ii)&nbsp;any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its
property is subject; or (c)&nbsp;violate any Law.

<DIV align="left">
<A name="140"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.03 Governmental Authorization; Other Consents</B>. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.

<DIV align="left">
<A name="141"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.04 Binding Effect</B>. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.


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<DIV align="left">
<A name="142"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.05 Financial Statements; No Material Adverse Effect</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Audited Financial Statements (i)&nbsp;were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii)&nbsp;fairly present the financial condition
of the Company and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii)&nbsp;show all material indebtedness and other liabilities,
direct or contingent, of the Company and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and
Indebtedness.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The unaudited consolidated and consolidating balance sheet of the
Company and its Subsidiaries dated April&nbsp;3, 2004, and the related consolidated
and consolidating statements of income or operations for the fiscal quarter
ended on that date (i)&nbsp;were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (ii)&nbsp;fairly present the financial condition of the Company
and its Subsidiaries as of the date thereof and their results of operations for
the period covered thereby, subject, in the case of clauses (i)&nbsp;and (ii), to
normal year-end audit adjustments. Since April&nbsp;3, 2004, the Company and its
consolidated Subsidiaries have not incurred any additional material
indebtedness or other liabilities, direct or contingent, including liabilities
for taxes, material commitments and Indebtedness, except for such indebtedness
and liabilities incurred in the ordinary course of business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Since the date of the Audited Financial Statements, there has been no
event or circumstance, either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse Effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The consolidated forecasted balance sheet and statements of income and
cash flows of the Company and its Subsidiaries delivered pursuant to Section
6.01(c) were prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair in light of the conditions existing at the
time of delivery of such forecasts, and represented, at the time of delivery,
the Company&#146;s best estimate of its future financial performance.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Schedule&nbsp;7.03 sets forth all Indebtedness owed by any Borrower to any
Subsidiary as of the Closing Date (other than Indebtedness owed by the Borrower
to Avnet Receivables Corporation in connection with the Existing Securitization
Facility).

<DIV align="left">
<A name="143"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.06 Litigation</B>. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Company after due and diligent
investigation, threatened, at law, in equity, in arbitration or before any
Governmental Authority, by or against the Company or any of its Subsidiaries or
against any of their properties or revenues that (a)&nbsp;purport to affect or
pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b)&nbsp;either individually or in the
aggregate, is reasonably likely to be determined adversely and, if so
determined, could reasonably be expected to have a Material Adverse Effect.

<DIV align="left">
<A name="144"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.07 No Default</B>. No Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.


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<DIV align="left">
<A name="145"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.08 Ownership of Property; Liens</B>. Each of the Company and each
Subsidiary has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Company and its Subsidiaries is subject to
no Liens, other than Liens permitted by Section&nbsp;7.01.

<DIV align="left">
<A name="146"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.09 Environmental Compliance</B>. The Company and its Subsidiaries conduct
in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility
for violation of any Environmental Law on their respective businesses,
operations and properties, and as a result thereof the Company has reasonably
concluded that such Environmental Laws and claims could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

<DIV align="left">
<A name="147"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.10 Insurance</B>. The Company and its Subsidiaries maintain, with
financially sound and responsible insurance companies or through
self-insurance, insurance on all their respective properties in at least such
amounts and against such risks (and with such risk retention) as are usually
insured against in the same general area by companies of established repute
engaged in the same or a similar business.

<DIV align="left">
<A name="148"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.11 Taxes</B>. The Company and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in
good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP. There is no
proposed tax assessment against the Company or any Subsidiary that would, if
made, have a Material Adverse Effect. Neither any Loan Party nor any
Subsidiary thereof is party to any tax sharing agreement.

<DIV align="left">
<A name="149"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.12 ERISA Compliance</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received
a favorable determination letter from the IRS or an application for such a
letter is currently being processed by the IRS with respect thereto and, to the
best knowledge of the Company, nothing has occurred which would cause the loss
of such qualification that could reasonably be expected to have a Material
Adverse Effect. The Company and each ERISA Affiliate have made all required
contributions to each Plan subject to Section&nbsp;412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section&nbsp;412 of the Code has been made with respect to any Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;There are no pending or, to the best knowledge of the Company,
threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a
Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has
resulted or could reasonably be expected to result in a Material Adverse
Effect.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;(i)&nbsp;No ERISA Event has occurred or is reasonably expected to occur;
(ii)&nbsp;to the best knowledge of the Responsible Officers of the Loan Parties, no
Pension Plan has any Unfunded Pension Liability other than Unfunded Pension
Liabilities in an aggregate amount not greater than $50,000,000 for all Pension
Plans; (iii)&nbsp;as of the December&nbsp;31<SUP> st </SUP> that falls within the most recent
fiscal year for which audited financial statements have been prepared for the
Company and its Subsidiaries, no Pension Plan had any Unfunded Pension
Liability other than Unfunded Liabilities in an aggregate amount not greater
than $50,000,000 for all Pension Plans; (iv)&nbsp;neither the Company nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability under
Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section&nbsp;4007 of ERISA); (v)&nbsp;neither the Company nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
(and no event has occurred which, with the giving of notice under Section&nbsp;4219
of ERISA, would result in such liability) under Sections&nbsp;4201 or 4243 of ERISA
with respect to a Multiemployer Plan; and (vi)&nbsp;neither the Company nor any
ERISA Affiliate has engaged in a transaction that could be subject to Sections
4069 or 4212(c) of ERISA.

<DIV align="left">
<A name="150"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.13 Subsidiaries; Equity Interests. </B>As of the Closing Date, the Company
has no Subsidiaries other than those specifically disclosed in Part (a)&nbsp;of
Schedule&nbsp;5.13, and all of the outstanding Equity Interests in such Subsidiaries
have been validly issued, are fully paid and nonassessable and are owned by a
Loan Party in the amounts specified on Part (a)&nbsp;of Schedule&nbsp;5.13 free and clear
of all Liens. As of the Closing Date, the Company has no equity investments in
any other corporation or entity other than (a)&nbsp;those specifically disclosed in
Part (b)&nbsp;of Schedule&nbsp;5.13 and (b)&nbsp;equity investments in any corporation or
entity where the aggregate amount invested in such Person by the Company is
less than $5,000,000. All of the outstanding Equity Interests in the Company
have been validly issued, and are fully paid and nonassessable.

<DIV align="left">
<A name="151"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.14 Margin Regulations; Investment Company Act; Public Utility Holding
Company Act</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;No Borrower is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation&nbsp;U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;None of the Company, any Person Controlling the Company, or any
Subsidiary (i)&nbsp;is a &#147;holding company,&#148; or a &#147;subsidiary company&#148; of a &#147;holding
company,&#148; or an &#147;affiliate&#148; of a &#147;holding company&#148; or of a &#147;subsidiary company&#148;
of a &#147;holding company,&#148; within the meaning of the Public Utility Holding
Company Act of 1935, or (ii)&nbsp;is or is required to be registered as an
&#147;investment company&#148; under the Investment Company Act of 1940.

<DIV align="left">
<A name="152"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.15 Disclosure</B>. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that,


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<P align="left" style="font-size: 10pt">with respect to projected financial information, the Company represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

<DIV align="left">
<A name="153"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.16 Compliance with Laws</B>. Each of the Company and each Subsidiary is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a)&nbsp;such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b)&nbsp;the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

<DIV align="left">
<A name="154"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.17 Intellectual Property; Licenses, Etc</B>. The Company and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses
and other intellectual property rights (collectively, &#147;IP Rights&#148;) that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person. To the best knowledge of the
Company, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Company or any Subsidiary infringes upon any rights held by
any other Person. No claim or litigation regarding any of the foregoing is
pending or, to the best knowledge of the Company, threatened, which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

<DIV align="left">
<A name="155"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.18 Solvency</B>. Each Borrower and each Material Subsidiary of the Company
(other than Avnet Europe CVA so long as it is not a Designated Borrower) is
Solvent, both before and after giving effect to any Credit Extension and the
disbursements of the proceeds thereof on the date hereof.

<DIV align="left">
<A name="156"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ARTICLE VI.<BR>
AFFIRMATIVE COVENANTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Company shall, and shall (except in the
case of the covenants set forth in Sections&nbsp;6.01, 6.02, and 6.03) cause each
Subsidiary to:

<DIV align="left">
<A name="157"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.01 Financial Statements</B>. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;as soon as available, but in any event within fifteen days after the
date on which consolidated financial statements for such period are required to
be delivered to the SEC under the Securities Exchange Act, a consolidated
balance sheet of the Company and its Subsidiaries as at the end of each fiscal
year of the Company, and the related consolidated statements of income or
operations, shareholders&#146; equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and prepared in accordance with GAAP, such
statements to be audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing


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<P align="left" style="font-size: 10pt">reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any &#147;going concern&#148; or like qualification or exception
or any qualification or exception as to the scope of such audit;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;as soon as available, but in any event within fifteen days after the
date on which consolidated financial statements for such period are required to
be delivered to the SEC under the Securities Exchange Act, a consolidated
balance sheet of the Company and its Subsidiaries as at the end of each fiscal
quarter of the Company, and the related consolidated statements of income or
operations, shareholders&#146; equity and cash flows for such fiscal quarter and for
the portion of the Company&#146;s fiscal year then ended, setting forth in each case
in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, such statements to be certified by a Responsible
Officer of the Company as fairly presenting the financial condition and results
of operations of the Company and its Subsidiaries in accordance with GAAP,
subject only to normal year-end audit adjustments and the absence of footnotes;
and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;as soon as available, but in any event on the date on which the
financial statements referred to in Sections&nbsp;6.01(a) and (b)&nbsp;for such period
are required to be delivered to the Administrative Agent and the Lenders, a
consolidating balance sheet of the Company and its Subsidiaries, based on each
geographic region<B>, </B>as at the end of such period and the related consolidating
statements of income or operations, for such period, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with GAAP, such statements to be certified by
a Responsible Officer of the Company to the effect that such statements are
fairly stated in all material respects when considered in relation to the
applicable consolidated financial statements of the Company and its
Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As to any information contained in materials furnished pursuant to Section
6.02(d), the Company shall not be separately required to furnish such
information under clause (a)&nbsp;or (b)&nbsp;above, but the foregoing shall not be in
derogation of the obligation of the Company to furnish the information and
materials described in clauses (a)&nbsp;and (b)&nbsp;above at the times specified
therein.

<DIV align="left">
<A name="157"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.02 Certificates; Other Information</B>. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent
and the Required Lenders:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;concurrently with the delivery of the financial statements referred to
in Section&nbsp;6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under
the financial covenants set forth herein or, if any such Default shall exist,
stating the nature and status of such event;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;concurrently with the delivery of the financial statements referred to
in Sections&nbsp;6.01(a) and (b) (commencing with the fiscal year ended July&nbsp;3,
2004), (i)&nbsp;a duly completed Compliance Certificate signed by a Responsible
Officer of the Company, and (ii)&nbsp;if the aggregate outstanding principal of all
Indebtedness owed by the Company to the Subsidiaries (including all
Indebtedness owed by the Company to any Subsidiary) is greater than
$25,000,000, a schedule


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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">of all such Indebtedness, stating the outstanding principal amount of
Indebtedness owed by the Company to each Subsidiary (on a
Subsidiary-by-Subsidiary basis) and whether each such item of Indebtedness is
subordinated to the Obligations;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;promptly after any request by the Administrative Agent or any Lender,
copies of any detailed audit reports or recommendations submitted to the board
of directors (or the audit committee of the board of directors) of the Company
by independent accountants in connection with any audit of the accounts or
books of the Company;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of the Company, and copies of all annual, regular, periodic and
special reports and registration statements (other than registration statements
on Form S-8 or any successor form thereto) which the Company may file or be
required to file with the SEC under Section&nbsp;13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;promptly after the furnishing thereof, copies of any correspondence,
notice, statement or report furnished to any holder of debt securities of any
Loan Party or any Subsidiary thereof with respect to any default or event of
default under any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to Section&nbsp;6.01 or
any other clause of this Section&nbsp;6.02;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;promptly, and in any event within five Business Days after receipt
thereof by any Loan Party or any Subsidiary thereof, copies of each notice or
other correspondence received from the SEC (or comparable agency in any
applicable non-U.S. jurisdiction) concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other
operational results of any Loan Party or any Subsidiary thereof; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;promptly, such additional information regarding the business,
financial or corporate affairs of the Company or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Documents required to be delivered pursuant to Section&nbsp;6.01(a) or (b)&nbsp;or
Section&nbsp;6.02 (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i)&nbsp;on which the
Company posts such documents, or provides a link thereto on the Company&#146;s
website on the Internet at the website address listed on Schedule&nbsp;10.02; or
(ii)&nbsp;on which such documents are posted on the Company&#146;s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent
have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); provided that: (i)&nbsp;the Company shall deliver paper
copies of such documents to the Administrative Agent or any Lender that
requests the Company to deliver such paper copies until a written request to
cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii)&nbsp;the Company shall notify the Administrative Agent and each
Lender (by telecopier or electronic mail) of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained
herein, in every


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<P align="left" style="font-size: 10pt">instance the Company shall be required to provide paper copies of the
Compliance Certificates required by Section&nbsp;6.02(b) to the Administrative
Agent. Except for such Compliance Certificates, the Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Company with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.

<DIV align="left">
<A name="159"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.03 Notices</B>. Promptly notify the Administrative Agent and each Lender:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;of the occurrence of any Default;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i)&nbsp;breach or non-performance
of, or any default under, a Contractual Obligation of the Company or any
Subsidiary; (ii)&nbsp;any dispute, litigation, investigation, proceeding or
suspension between the Company or any Subsidiary and any Governmental
Authority; or (iii)&nbsp;the commencement of, or any material development in, any
litigation or proceeding affecting the Company or any Subsidiary, including
pursuant to any applicable Environmental Laws, in each case that has resulted
or could reasonably be expected to result in a Material Adverse Effect;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;of the occurrence of any ERISA Event;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;of any material change in accounting policies or financial reporting
practices by the Company or any Subsidiary; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;of any announcement by Moody&#146;s or S&#038;P of any change or possible change
in a Debt Rating.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company has taken and proposes
to take with respect thereto. Each notice pursuant to Section&nbsp;6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

<DIV align="left">
<A name="160"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.04 Payment of Obligations</B>. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a)&nbsp;all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary;
(b)&nbsp;all lawful claims which, if unpaid, would by law become a Lien upon its
property; and (c)&nbsp;all Indebtedness, as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness, except, in the case of clauses (b)&nbsp;and (c), where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

<DIV align="left">
<A name="161"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.05 Preservation of Existence, Etc</B>. (a)&nbsp;Preserve, renew and maintain in
full force and effect its legal existence and (to the extent the concept of
&#147;good standing&#148; exists under such


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<P align="left" style="font-size: 10pt">Laws) good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section&nbsp;7.04; (b)&nbsp;take all reasonable
action to maintain all rights, privileges, permits, licenses and franchises
necessary or desirable in the normal conduct of its business, except to the
extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c)&nbsp;preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse Effect.

<DIV align="left">
<A name="162"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.06 Maintenance of Properties</B>. (a)&nbsp;Maintain, preserve and protect all of
its properties and equipment in good working order and condition, ordinary wear
and tear excepted; and (b)&nbsp;make all necessary repairs thereto and renewals and
replacements thereof, in each case except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

<DIV align="left">
<A name="163"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.07 Maintenance of Insurance</B>. Maintain, with financially sound and
responsible insurance companies or through self-insurance, insurance on all
their respective properties in at least such amounts and against such risks
(and with such risk retention) as are usually insured against in the same
general area by companies of established repute engaged in the same or a
similar business; and furnish to the Lenders, upon request from the
Administrative Agent, information presented in reasonable detail as to the
insurance so carried.

<DIV align="left">
<A name="164"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.08 Compliance with Laws</B>. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a)&nbsp;such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

<DIV align="left">
<A name="164"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.09 Books and Records</B>. (a)&nbsp;Maintain proper books of record and account,
in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Company or such Subsidiary, as the case may be; and
(b)&nbsp;maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Company or such Subsidiary, as the case may be.

<DIV align="left">
<A name="165"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.10 Inspection Rights</B>. Permit representatives of the Administrative
Agent and each Lender to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Company; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Company at any time during normal business
hours and without advance notice.

<DIV align="left">
<A name="166"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.11 Use of Proceeds</B>. Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan
Document.



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<DIV align="left">
<A name="168"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.12 Approvals and Authorizations</B>. Maintain all authorizations, consents,
approvals and licenses from, exemptions of, and filings and registrations with,
each Governmental Authority of the jurisdiction in which each Foreign Obligor
is organized and existing, and all approvals and consents of each other Person
in such jurisdiction, in each case that are required in connection with the
Loan Documents.

<DIV align="left">
<A name="169"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ARTICLE VII.<BR>
NEGATIVE COVENANTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Company shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

<DIV align="left">
<A name="170"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.01 Liens</B>. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Liens pursuant to any Loan Document;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Liens existing on the date hereof and listed on Schedule&nbsp;7.01 and any
renewals or extensions thereof, provided that (i)&nbsp;the property covered thereby
is not changed, (ii)&nbsp;the amount secured or benefited thereby is not increased,
and (iii)&nbsp;any renewal or extension of the obligations secured or benefited
thereby is permitted by Section&nbsp;7.03(b);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Liens for taxes, assessments or other governmental charges not yet due
or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with GAAP;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;carriers&#146;, warehousemen&#146;s, mechanics&#146;, materialmen&#146;s, repairmen&#146;s or
other like Liens arising in the ordinary course of business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;pledges or deposits in the ordinary course of business in connection
with workers&#146; compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety bonds (other than
bonds related to judgments or litigation), performance bonds and other
obligations of a like nature incurred in the ordinary course of business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person;


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Liens securing judgments for the payment of money not constituting an
Event of Default under Section&nbsp;8.01(h) or securing appeal or other surety bonds
related to such judgments;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Liens securing Indebtedness permitted under Section&nbsp;7.03(d); provided
that (i)&nbsp;such Liens do not at any time encumber any property other than the
property financed by such Indebtedness, (ii)&nbsp;the Indebtedness secured thereby
does not exceed the cost of the property being acquired on the date of
acquisition, and (iii)&nbsp;such Lien attached concurrently with, or within 180&nbsp;days
after, the acquisition of the property encumbered thereby;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;Liens on accounts receivable subject to Permitted Securitization
Facilities which Liens secure (or encumber such accounts receivable to provide
credit support for) such facilities;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;Liens on inventory acquired in the ordinary course of business to
secure the purchase price of such inventory or to secure Indebtedness incurred
solely for the purpose of financing the acquisition of such inventory, provided
that the Indebtedness secured thereby does not exceed the cost of such
inventory;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;any Lien arising out of the refinancing, extension, renewal or
refunding of any secured Indebtedness, provided that (i)&nbsp;prior to such
refinancing, extension, renewal or refunding, the collateral for such secured
Indebtedness (the &#147;original Indebtedness&#148;) is permitted by this Section&nbsp;7.01,
(ii)&nbsp;after giving effect to such refinancing, extension, renewal or refunding,
the property covered by such Lien is not changed from the property securing the
original Indebtedness, (iii)&nbsp;the amount secured or benefited by such Lien is
not increased above the amount secured by such property under the original
Indebtedness, and (iv)&nbsp;any such refinancing, extension, renewal or refunding of
Indebtedness is permitted by Section&nbsp;7.03;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;Liens on cash collateral supporting the repayment of the Senior Notes
in accordance with the defeasance provisions of the Senior Notes Indenture or
pursuant to a binding agreement with the Trustee under the Senior Notes
Indenture;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;Liens on cash collateral or government securities to secure Swap
Contracts, provided that the aggregate fair market value of such cash
collateral and government securities does not exceed $25,000,000 at any time;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;Liens on assets of Foreign Subsidiaries (other than Foreign Obligors,
except to the extent that such Liens are limited to Liens on cash deposits to
secure cash pooling arrangements or other cash management transactions) to
secure Indebtedness of such Foreign Subsidiaries, provided that the aggregate
principal amount of Indebtedness secured by such Liens does not exceed
$25,000,000 at any time; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;Liens not otherwise permitted under clauses (a)-(o) of this Section
7.01, provided that the aggregate fair market value of all assets subject to
such Liens does not exceed $25,000,000 at any time.


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<DIV align="left">
<A name="171"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.02 Investments</B>. Make any Investments, except:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Investments held by the Company or such Subsidiary in the form of cash
equivalents;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;advances to officers, directors and employees of the Company and
Subsidiaries in an aggregate amount not to exceed $2,500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Investments (i)&nbsp;by the Company in any Designated Borrower, (ii)&nbsp;by any
Subsidiary in the Company or in any Designated Borrower, (iii)&nbsp;by any
Subsidiary (other than a Designated Borrower) in any other Subsidiary (other
than a Designated Borrower); (iv)&nbsp;by any Borrower in any Subsidiary (other than
a Designated Borrower) on any day other than an Investment Reset Date; or (v)
by any Borrower in any Subsidiary (other than a Designated Borrower) on any
Investment Reset Date provided that the Borrowers shall not make any Investment
pursuant to this clause (v)&nbsp;if, or to the extent that, the aggregate amount of
all Investments (net of any principal amount thereof that is repaid or
returned) made pursuant to this clause (v)&nbsp;after the last day that was not an
Investment Reset Date, plus the aggregate amount of all Measurement Date
Investments (net of any principal amount thereof that is repaid or returned),
would exceed the sum of (x) $100,000,000, plus (y)&nbsp;the Measurement Date Amount;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or
partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Guarantees permitted by Section&nbsp;7.03;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Swap Contracts permitted by Section&nbsp;7.03(c);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Permitted Acquisitions; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;other Investments not exceeding $25,000,000 in the aggregate in any
fiscal year of the Company.

<DIV align="left">
<A name="172"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.03 Indebtedness</B>. Create, incur, assume or suffer to exist any
Indebtedness, except:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Indebtedness under the Loan Documents;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Indebtedness outstanding on the date hereof listed on Schedule&nbsp;7.03
or, in the case of each Existing Foreign Line of Credit, Indebtedness
thereunder not in excess of the applicable Existing Foreign Line of Credit
Limit, together in each case with any refinancings, refundings, renewals or
extensions thereof; provided that (i)&nbsp;the amount of such Indebtedness or, in
the case of any Existing Foreign Line of Credit, the Existing Foreign Line of
Credit Limit, is not increased at the time of such refinancing, refunding,
renewal or extension except, in the case of such Indebtedness, by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing, (ii)&nbsp;the
weighted average life of any such refinancing, refunding, renewing or extending
Indebtedness, is


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<P align="left" style="font-size: 10pt">greater than the weighted average life of any Indebtedness being
refinanced, refunded, renewed or extended, (iii)&nbsp;the maturity date of any such
refinancing, refunding, renewing or extending Indebtedness is later than the
maturity date of any Indebtedness being refinanced, refunded, renewed or
extended, (iv)&nbsp;the terms relating to subordination (if any) of any such
refinancing, refunding, renewing or extending Indebtedness, and of any
agreement entered into and of any instrument issued in connection therewith,
are no less favorable in any material respect to the Loan Parties or the
Lenders than the terms of any agreement or instrument governing the
Indebtedness being refinanced, refunded, renewed or extended, and (v)&nbsp;the
interest rate applicable to any such refinancing, refunding, renewing or
extending Indebtedness does not exceed the then applicable market interest
rate;



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;obligations (contingent or otherwise) of the Company or any Subsidiary
existing or arising under any Swap Contract, provided that (i)&nbsp;such obligations
are (or were) entered into by such Person in the ordinary course of business
for the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by
such Person, or changes in the value of securities issued by such Person, and
not for purposes of speculation or taking a &#147;market view;&#148; and (ii)&nbsp;such Swap
Contract does not contain any provision exonerating the non-defaulting party
from its obligation to make payments on outstanding transactions to the
defaulting party;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Indebtedness in respect of capital leases, Synthetic Lease Obligations
and purchase money obligations for fixed or capital assets within the
limitations set forth in Section&nbsp;7.01(i);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;unsecured Indebtedness of Foreign Subsidiaries (other than Designated
Borrowers); provided, that no Borrower is directly or indirectly liable for
such Indebtedness, whether through any Guarantee or otherwise;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;secured Indebtedness of Foreign Subsidiaries in an aggregate principal
amount not to exceed $25,000,000 at any time outstanding;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Indebtedness under Permitted Securitization Facilities;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Indebtedness arising from Investments permitted by Section&nbsp;7.02(c);
provided that (i)&nbsp;such Indebtedness is noted on the books and records of the
Company and its Subsidiaries, and (ii)&nbsp;in the case of any Indebtedness incurred
after the Closing Date and owed by any Borrower to any Subsidiary, such Debt is
subordinated (to the extent permitted by applicable Law, as determined in good
faith by the Company) to the Obligations on terms and conditions, and pursuant
to documentation, in form and a substance satisfactory to the Administrative
Agent in its reasonable discretion;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Indebtedness of a Person, or in respect of assets, acquired pursuant
to a Permitted Acquisition and existing at the time of such Acquisition;
provided that such Indebtedness (x)&nbsp;shall not have been incurred in
contemplation of such Acquisition, (y)&nbsp;may not be extended, renewed or refunded
except as otherwise permitted by this Agreement, and (z)&nbsp;shall not, together
with any other Indebtedness permitted by this clause (i), exceed $50,000,000
in the aggregate outstanding at any time;


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;Indebtedness not otherwise permitted under clauses (a)-(i) of this
Section&nbsp;7.03, provided that the aggregate outstanding amount of Indebtedness
permitted by this clause (j)&nbsp;shall not exceed $25,000,000 at any time; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;unsecured Indebtedness not otherwise permitted under clauses (a)-(j)
of this Section&nbsp;7.03, provided that (i)&nbsp;no principal repayments on such
Indebtedness are due until after the Maturity Date and (ii)&nbsp;after giving effect
to any Indebtedness under this clause (k), the Consolidated Leverage Ratio is
less than 4.00 to 1.00, provided that if such Indebtedness is incurred
simultaneously with, and in connection with, an Acquisition, then for the
purpose of determining compliance with this clause (ii)&nbsp;at the time of
incurrence of such Indebtedness, the Consolidated Leverage Ratio shall be
determined on a pro forma basis (giving effect to such Indebtedness, and giving
effect to such Acquisition as if such Acquisition occurred on the first day of
the period of four fiscal quarters most recently ended).

<DIV align="left">
<A name="173"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.04 Fundamental Changes</B>. Merge, dissolve, liquidate, consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;any Subsidiary may merge with (i)&nbsp;the Company, provided that the
Company shall be the continuing or surviving Person, or (ii)&nbsp;any one or more
other Subsidiaries, provided that when any Designated Borrower is merging with
another Subsidiary, a Designated Borrower shall be the continuing or surviving
Person;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Company or to another
Subsidiary; provided that if the transferor in such a transaction is a
Designated Borrower, then the transferee must either be the Company or a
Designated Borrower; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;any Subsidiary (other than a Loan Party or a Material Subsidiary) may
dissolve or be dissolved or may Dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise).

<DIV align="left">
<A name="174"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.05 Restricted Payments</B>. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation to do so, except that, so long as
no Default shall have occurred and be continuing at the time of any action
described below or would result therefrom:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;each Subsidiary may make Restricted Payments to the Company, the
Designated Borrowers and any other Person that owns an Equity Interest in such
Subsidiary, ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being made;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;the Company and each Subsidiary may declare and make dividend payments
or other distributions payable solely in the common stock or other common
Equity Interests of such Person;


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;the Company and each Subsidiary may purchase, redeem or otherwise
acquire Equity Interests with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;the Company may purchase, redeem or otherwise acquire for cash Equity
Interests issued by it, provided that the aggregate consideration paid for all
such purchase, redemption and acquisition after the Closing Date (other than in
respect of shares purchased for the purpose of satisfying the Company&#146;s
obligations under employee or director stock purchase, stock grant and stock
option plans) shall not exceed $15,000,000.

<DIV align="left">
<A name="175"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.06 Payments of Certain Indebtedness</B>. The Company will not, and will not
permit any Subsidiary to, make or agree to pay or make, directly or indirectly,
any payment or other distribution (whether in cash securities or other
property) of or in respect of principal of or interest on any Indebtedness, or
any payment or other distribution (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any Indebtedness, except:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;payment of Indebtedness created under the Loan Documents;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;payment of regularly scheduled principal and interest payments as and
when due in respect of any Indebtedness permitted by Section&nbsp;7.03; provided,
that the applicable terms thereof shall not be amended to increase such
payments without the consent of the Required Lenders;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;so long as no Event of Default has occurred and is continuing or will
exist immediately thereafter, prepayments of Senior Indebtedness of the Company
if the aggregate L/C Obligations do not exceed $40,000,000 and there are no
outstanding Loans;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;so long as no Event of Default has occurred and is continuing or will
exist immediately thereafter, (i)&nbsp;payments or prepayments of any Permitted
Securitization Facility (x)&nbsp;made with the proceeds of collections on accounts
receivable subject thereto or (y)&nbsp;if the Total Outstandings (other than the
undrawn amount of outstanding Letters of Credit) do not exceed $50,000,000, or
(ii)&nbsp;payments or prepayments of any Permitted Securitization Facility which
exists to finance accounts receivables generated by Foreign Subsidiaries,
provided that (in the case of this clause (ii)) the Subsidiary making such
payments or prepayments is a Foreign Subsidiary;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;refinancings of Indebtedness permitted by clauses (b), (d), (e), (f),
(g), (i), (j)&nbsp;and (k)&nbsp;of Section&nbsp;7.03 to the extent that the incurrence of such
refinancing Indebtedness is otherwise permitted under this Agreement, but
provided further that, in the case of the refinancing of any Indebtedness
permitted by Section&nbsp;7.03(k), no principal payments on the respective
refinancing Indebtedness are due until after the Maturity Date; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;repayments of Indebtedness arising from Investments permitted by
Section&nbsp;7.02(c) to the extent permitted by any subordination provisions thereof
(other than, if any Event of Default exists or will exist after making such
payment, Indebtedness of the Company or any Designated Borrower to any
Subsidiary of the Company).


<P align="center" style="font-size: 10pt">74
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="176"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.07 Change in Nature of Business</B>. Engage in any material line of
business substantially different from those lines of business conducted by the
Company and its Subsidiaries on the date hereof or any business reasonably
related or incidental thereto.

<DIV align="left">
<A name="177"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.08 Transactions with Affiliates</B>. Enter into any transaction of any kind
with any Affiliate of the Company, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to
the Company or such Subsidiary as would be obtainable by the Company or such
Subsidiary at the time in a comparable arm&#146;s length transaction with a Person
other than an Affiliate.

<DIV align="left">
<A name="178"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.09 Limitation on Restrictions Affecting the Company or any Subsidiary</B>.
Enter into any Contractual Obligation (other than this Agreement or any other
Loan Document) that limits the ability (a)&nbsp;of any Subsidiary to make Restricted
Payments to the Company or any Designated Borrower or to otherwise transfer
property to the Company or any Designated Borrower, or (b)&nbsp;of the Company or
any Subsidiary to create, incur, assume or suffer to exist Liens on property of
such Person; provided, however, that this Section&nbsp;7.09 shall not prohibit:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any negative pledge incurred or provided in favor of any holder
of Indebtedness permitted under Section&nbsp;7.03(d) solely to the extent any
such negative pledge relates to the property financed by or the subject
of such Indebtedness;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) restrictions imposed by other permitted Indebtedness ranking
pari passu with the Obligations, provided that such restrictions are no
more restrictive than those imposed by this Agreement;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) restrictions imposed by applicable Law;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) restrictions imposed by Indebtedness outstanding on the date
hereof and listed on Schedule&nbsp;7.03;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) restrictions imposed by Indebtedness relating to any property
acquired by the Company or any Subsidiary (or restrictions imposed by
Indebtedness of a third party which third party is acquired by the
Company or any Subsidiary) in an acquisition permitted by this Agreement,
provided in each case that such restrictions existed at the time of such
acquisition, were not put in place in connection with or in anticipation
of such acquisition and are not applicable to any Person other than the
Person so acquired, or to any property other than the property so
acquired;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) restrictions with respect solely to any Subsidiary imposed
pursuant to a binding agreement which has been entered into for the sale
of all or substantially all of the Equity Interests or assets of such
Subsidiary, provided that such restrictions apply solely to the Equity
Interests or assets of such Subsidiary which are being sold;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) in connection with and pursuant to any refinancing of
Indebtedness, replacements of restrictions imposed pursuant to clauses
(ii), (iv), (v)&nbsp;or (vii)&nbsp;of this Section, provided that (A)&nbsp;such
refinancing is permitted by Section&nbsp;7.03, and (B)&nbsp;the replacement
restrictions are not more restrictive than those being replaced and do
not


<P align="center" style="font-size: 10pt">75
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:3%; font-size: 10pt">apply to any Person or assets other than those that would have been
covered by the restrictions in the Indebtedness so refinanced;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii) restrictions on any Special Purpose Finance Subsidiary and
assets of such Special Purpose Finance Subsidiary, which restrictions are
contained in the applicable Permitted Securitization Facility for which
such Subsidiary was created;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix) in connection with any permitted lease of property entered into
in the ordinary course of business, customary provisions restricting the
subletting or assignment of, or Liens on, the property subject to such
lease, consistent with industry practice; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) in connection with any Lien permitted by Section&nbsp;7.01, customary
restrictions on the transfer or disposition of, or imposition of further
Liens on, the asset subject to such Lien.

<DIV align="left">
<A name="179"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.10 Use of Proceeds</B>. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation&nbsp;U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose, in each
case in violation of, or for a purpose which violates or would be inconsistent
with, Regulation&nbsp;T, U or X of the FRB.

<DIV align="left">
<A name="180"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.11 Financial Covenants.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<B>Consolidated Interest Coverage Ratio</B>. Permit the Consolidated
Interest Coverage Ratio as of the end of any period of four fiscal quarters of
the Company to be less than the ratio set forth below opposite such period:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="71%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Minimum</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Consolidated</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Interest Coverage</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Four Fiscal Quarters Ending</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Ratio</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">April&nbsp;3, 2004, July&nbsp;3, 2004 or
October&nbsp;2, 2004</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">2.50 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">January&nbsp;1, 2005 or
Thereafter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">3.00 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<B>Consolidated Leverage Ratio</B>. Permit the Consolidated Leverage Ratio
at any time during any period set forth below to be greater than the ratio set
forth below opposite such period:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="80%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Period</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum Consolidated Leverage Ratio</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Closing Date through
October&nbsp;2, 2004</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">5.75 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>


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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">76
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="80%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="67%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Period</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum Consolidated Leverage Ratio</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">October&nbsp;3, 2004 through
January&nbsp;1, 2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">5.50 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">January&nbsp;2, 2005 through
April&nbsp;2, 2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">5.25 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">April&nbsp;3, 2005 through
July&nbsp;2, 2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">5.00 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">July&nbsp;3, 2005 through
October&nbsp;1, 2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">4.75 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">October&nbsp;2, 2005 through
December&nbsp;31, 2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">4.50 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">January&nbsp;1, 2006 through
July&nbsp;1, 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">4.25 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">July&nbsp;2, 2006
and thereafter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">4.00 to 1.00</TD>
    <TD>&nbsp;</TD>
</TR>


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</TABLE>
</DIV>


<DIV align="left">
<A name="181"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.12 Capital Expenditures</B>. Make or become legally obligated to make any
expenditure in respect of the purchase or other acquisition of any fixed or
capital asset (excluding normal replacements and maintenance which are properly
charged to current operations and Permitted Acquisitions), except for capital
expenditures in the ordinary course of business not exceeding, in the aggregate
for the Company and its Subsidiaries, $100,000,000 during any period of four
consecutive fiscal quarters of the Company.

<DIV align="left">
<A name="182"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.13 Available Liquidity</B>. Permit the Available Liquidity to be less than
the Redemption Value of the Senior Notes at any time on or after March&nbsp;31,
2006, unless (x)&nbsp;the aggregate L/C Obligations do not exceed $40,000,000 and
there are no outstanding Loans, (y)&nbsp;the Consolidated Leverage Ratio is less
than 3.50 to 1.00, or (z)&nbsp;the entire principal, all accrued interest and all
other obligations with respect to the Senior Notes have been fully and finally
paid.

<DIV align="left">
<A name="183"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.14 Acquisitions</B>. Enter into any agreement, contract, binding commitment
or other arrangement providing for any Acquisition, or take any action to
solicit the tender of securities or proxies in respect thereof in order to
effect any Acquisition, unless (i)&nbsp;the Person to be (or whose assets are to be)
acquired does not oppose such Acquisition and the line or lines of business of
the Person to be acquired are a Permitted Business, (ii)&nbsp;no Default or Event of
Default shall have occurred and be continuing either immediately prior to or
immediately after giving effect to such Acquisition and, if the Cost of
Acquisition is in excess of $25,000,000, the Company shall have furnished to
the Administrative Agent (A)&nbsp;pro forma historical financial statements as of
the end of the most recently completed fiscal year of the Company and most
recent interim fiscal quarter, if applicable, giving effect to such Acquisition
and (B)&nbsp;a certificate in the form of Exhibit&nbsp;D prepared on a historical pro
forma basis as of the date of the Audited Financial Statements or, if later, as
of the most recent date for which financial statements have been furnished
pursuant to


<P align="center" style="font-size: 10pt">77
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Section&nbsp;6.01(a) or (b), giving effect to such Acquisition, which
certificate shall demonstrate that no Default or Event of Default would exist
immediately after giving effect thereto, (iii)&nbsp;the Person acquired shall be a
wholly-owned Subsidiary, or be merged into a wholly-owned Subsidiary,
immediately upon consummation of the Acquisition (or if assets are being
acquired, the acquiror shall be a wholly-owned Subsidiary), and (iv)&nbsp;after
giving effect to such Acquisition, the aggregate Costs of Acquisition incurred
in any fiscal year (on a noncumulative basis, with the effect that amounts not
incurred in any fiscal year may not be carried forward to a subsequent period)
shall not exceed $100,000,000 in the aggregate unless (in the case of clause
(iv)) both immediately before and immediately after such Acquisition (giving
pro forma effect to the consummation of such Acquisition as if such Acquisition
occurred on the first day of the four fiscal quarters most recently ended, and
giving pro forma effect to the incurrence, repayment, prepayment, redemption or
defeasance of any Indebtedness in connection therewith) either (Y)&nbsp;the
Consolidated Leverage Ratio is less than 3.75 to 1.00 or (Z)&nbsp;each of the
following conditions is satisfied:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the Total Outstandings (other than the undrawn amount of
outstanding Letters of Credit) do not exceed $0, and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) the aggregate amount of (1)&nbsp;the Company&#146;s Unencumbered Cash and
Cash Equivalents, plus (2)&nbsp;the aggregate amounts available to the Company
under Permitted Securitization Facilities with regard to which the
Company has the present ability to satisfy all conditions precedent to
its ability to obtain such amounts immediately thereunder, exceed
$100,000,000.

<DIV align="left">
<A name="184"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ARTICLE VIII.<BR>
EVENTS OF DEFAULT AND REMEDIES</B>


<DIV align="left">
<A name="185"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.01 Events of Default</B>. Any of the following shall constitute an Event of
Default:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Non-Payment. Any Borrower or any other Loan Party fails to pay (i)
when and as required to be paid herein, and in the currency required hereunder,
any amount of principal of any Loan or any L/C Obligation, or (ii)&nbsp;within three
days after the same becomes due, any interest on any Loan or on any L/C
Obligation, or any fee due hereunder, or (iii)&nbsp;within five days after the same
becomes due, any other amount payable hereunder or under any other Loan
Document; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Specific Covenants. The Company fails to perform or observe any term,
covenant or agreement contained in any of Section&nbsp;6.01, 6.02, 6.03, 6.05, 6.10,
or 6.11 or Article&nbsp;VII; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a)&nbsp;or (b)&nbsp;above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30&nbsp;days after the Company or such Loan Party has knowledge
thereof; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Company or any other Loan Party


<P align="center" style="font-size: 10pt">78
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading when made or
deemed made; or



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Cross-Default. (i)&nbsp;The Company or any Subsidiary (A)&nbsp;fails to make
any payment of principal when due (whether at scheduled maturity, by required
prepayment, acceleration, demand or otherwise) in respect of any Indebtedness
(other than Indebtedness hereunder and Indebtedness under Swap Contracts)
having an aggregate principal amount (including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than $50,000,000,
or (B)&nbsp;fails to observe or perform any other agreement or condition (including
any obligation to make any payment of interest, fees or other amounts) relating
to any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing
to all creditors under any combined or syndicated credit arrangement) of more
than $50,000,000 or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event occurs, the effect of which
default or other event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii)&nbsp;there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from any event of
default under such Swap Contract as to which the Company or any Subsidiary is
the Defaulting Party (as defined in such Swap Contract) and the Swap
Termination Value owed by the Company or such Subsidiary as a result thereof is
greater than $50,000,000; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Insolvency Proceedings, Etc. Any Loan Party or any Material
Subsidiary institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Inability to Pay Debts; Attachment. (i)&nbsp;Any Loan Party or any
Material Subsidiary becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii)&nbsp;any writ or warrant of
attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and is not released,
vacated or fully bonded within 30&nbsp;days after its issue or levy; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Judgments. One or more judgments or orders are entered against the
Company or any Subsidiary for the payment of money in an aggregate amount
exceeding $25,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute


<P align="center" style="font-size: 10pt">79
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">coverage) that remain unsatisfied for a period of 30&nbsp;days or more or with
regard to which (A)&nbsp;enforcement proceedings are commenced by the holder
thereof, or (B)&nbsp;there is a period of 30 consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is
not in effect; or



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;ERISA. (i)&nbsp;An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $50,000,000,
or (ii)&nbsp;the Company or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section&nbsp;4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of $25,000,000; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than as expressly permitted
hereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party or any Subsidiary of the Company contests
in any manner the validity or enforceability of any Loan Document; or any Loan
Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;Change of Control. There occurs any Change of Control.

<DIV align="left">
<A name="186"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.02 Remedies Upon Event of Default</B>. If any Event of Default occurs and
is continuing, the Administrative Agent shall, at the request of, or may, with
the consent of, the Required Lenders, take any or all of the following actions:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;declare the commitment of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon
such commitments and obligation shall be terminated;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrowers;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;require that the Company Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents;

<P align="left" style="font-size: 10pt">provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as
aforesaid shall



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<P align="left" style="font-size: 10pt">automatically become effective, in each case without further act of the
Administrative Agent or any Lender.


<DIV align="left">
<A name="187"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.03 Application of Funds</B>. After the exercise of remedies provided for in
Section&nbsp;8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section&nbsp;8.02), any amounts
received by the Administrative Agent on account of the Obligations shall be
applied by the Administrative Agent in the following order:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article&nbsp;III) payable to the Administrative Agent in its capacity as such;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to
the Lenders and the L/C Issuer (including fees, charges and disbursements of
counsel to the respective Lenders and the L/C Issuer (including fees and time
charges for attorneys who may be employees of any Lender or the L/C Issuer) and
amounts payable under Article&nbsp;III), ratably among them in proportion to the
amounts described in this clause Second payable to them;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the
L/C Issuer in proportion to the respective amounts described in this clause
Fourth held by them;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by Law.

<P align="left" style="font-size: 10pt">Subject to Section&nbsp;2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.



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<DIV align="left">
<A name="184"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ARTICLE IX.<BR>
ADMINISTRATIVE AGENT</B>


<DIV align="left">
<A name="189"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.01 Appointment and Authority</B>. Each of the Lenders and the L/C Issuer
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit
of the Administrative Agent, the Lenders and the L/C Issuer, and neither any
Borrower nor any other Loan Party shall have rights as a third party
beneficiary of any of such provisions.

<DIV align="left">
<A name="190"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.02 Rights as a Lender</B>. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term &#147;Lender&#148; or &#147;Lenders&#148; shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the
Person serving as the Administrative Agent hereunder in its individual
capacity. Such Person and its Affiliates may accept deposits from, lend money
to, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with the Borrowers or any Subsidiary
or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders.

<DIV align="left">
<A name="191"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.03 Exculpatory Provisions</B>. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to any of the Borrowers or any of their
respective Affiliates that is communicated to or obtained by the Person serving
as the Administrative Agent or any of its Affiliates in any capacity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Administrative Agent shall not be liable for any action taken or not
taken by it (i)&nbsp;with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith


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<P align="left" style="font-size: 10pt">shall be necessary, under the circumstances as provided in Sections&nbsp;10.01
and 8.02) or (ii)&nbsp;in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until notice describing such Default is given to the
Administrative Agent by the Company, a Lender or the L/C Issuer.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i)&nbsp;any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii)&nbsp;the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii)&nbsp;the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv)&nbsp;the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v)&nbsp;the satisfaction
of any condition set forth in Article&nbsp;IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

<DIV align="left">
<A name="192"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.04 Reliance by Administrative Agent</B>. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making
of such Loan or the issuance of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Company),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

<DIV align="left">
<A name="193"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.05 Delegation of Duties</B>. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub agents appointed by the
Administrative Agent. The Administrative Agent and any such sub agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub agent and to the Related Parties of the
Administrative Agent and any such sub agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

<DIV align="left">
<A name="194"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.06 Resignation of Administrative Agent</B>. The Administrative Agent may at
any time give notice of its resignation to the Lenders, the L/C Issuer and the
Company. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Company, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">have been so appointed by the Required Lenders and shall have accepted
such appointment within 30&nbsp;days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the Administrative
Agent shall notify the Company and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1)&nbsp;the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents and (2)&nbsp;all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the L/C Issuer directly, until
such time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section. Upon the acceptance of a successor&#146;s
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Company to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor. After the
retiring Administrative Agent&#146;s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section&nbsp;10.04 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Administrative Agent was acting
as Administrative Agent.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor&#146;s appointment as Administrative
Agent hereunder, (a)&nbsp;such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring L/C Issuer and
Swing Line Lender, (b)&nbsp;the retiring L/C Issuer and Swing Line Lender shall be
discharged from all of their respective duties and obligations hereunder or
under the other Loan Documents, and (c)&nbsp;the successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangement
satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.

<DIV align="left">
<A name="195"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.07 Non-Reliance on Administrative Agent and Other Lenders</B>. Each Lender
and the L/C Issuer acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.



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<DIV align="left">
<A name="196"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.08 No Other Duties, Etc</B>. Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers or Co-Documentation Agents
listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or
the L/C Issuer hereunder.

<DIV align="left">
<A name="197"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.09 Administrative Agent May File Proofs of Claim</B>. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Borrower)
shall be entitled and empowered, by intervention in such proceeding or
otherwise


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all
other Obligations that are owing and unpaid and to file such other documents as
may be necessary or advisable in order to have the claims of the Lenders, the
L/C Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer and the Administrative Agent
under Sections&nbsp;2.03(i) and (j), 2.09 and 10.04) allowed in such judicial
proceeding; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

<P align="left" style="font-size: 10pt">and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the L/C Issuer, to pay to
the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under Sections
2.09 and 10.04.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

<DIV align="left">
<A name="198"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>ARTICLE X.<BR>
MISCELLANEOUS</B>


<DIV align="left">
<A name="199"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.01 Amendments, Etc</B>. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Company or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Company or the applicable Loan Party, as
the case may be, and acknowledged by the


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<P align="left" style="font-size: 10pt">Administrative Agent, and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;waive any condition set forth in Section&nbsp;4.01(a) without the written
consent of each Lender;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section&nbsp;8.02) without the written consent of
such Lender;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;postpone any date fixed by this Agreement or any other Loan Document
for any payment of principal, interest, fees or other amounts due to the
Lenders (or any of them) hereunder or under any other Loan Document without the
written consent of each Lender directly affected thereby;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;reduce the principal of, or the rate of interest specified herein on,
any Loan or L/C Borrowing, or (subject to clause (iv)&nbsp;of the second proviso to
this Section&nbsp;10.01) any fees or other amounts payable hereunder or under any
other Loan Document, without the written consent of each Lender directly
affected thereby; provided, however, that only the consent of the Required
Lenders shall be necessary to amend the definition of &#147;Default Rate&#148; or to
waive any obligation of any Borrower to pay interest or Letter of Credit Fees
at the Default Rate;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;change Section&nbsp;2.13 or Section&nbsp;8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;amend Section&nbsp;1.05 or the definition of &#147;Alternative Currency&#148; without
the written consent of each Lender;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;change any provision of this Section or the definition of &#147;Required
Lenders&#148; or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;release the Company from the Guaranty without the written consent of
each Lender;

<P align="left" style="font-size: 10pt">and, provided further, that (i)&nbsp;no amendment, waiver or consent shall, unless
in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under this Agreement or
any Issuer Document relating to any Letter of Credit issued or to be issued by
it; (ii)&nbsp;no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii)&nbsp;no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iv)&nbsp;the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any

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<P align="left" style="font-size: 10pt">amendment, waiver or consent hereunder, except that the Commitment of such
Lender may not be increased or extended without the consent of such Lender.


<DIV align="left">
<A name="200"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.02 Notices; Effectiveness; Electronic Communication</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b)&nbsp;below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) if to the Borrowers, the Administrative Agent, the L/C Issuer or
the Swing Line Lender, to the address, telecopier number, electronic mail
address or telephone number specified for such Person on Schedule&nbsp;10.02;
and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) if to any other Lender, to the address, telecopier number,
electronic mail address or telephone number specified in its
Administrative Questionnaire.

<P align="left" style="font-size: 10pt">Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b)&nbsp;below, shall be effective as provided in such
subsection (b).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by
electronic communication (including e mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant
to Article&nbsp;II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Company
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications. Promptly upon request therefor, the Administrative Agent
shall provide any Lender requesting same with a hard copy of any particular
notice or other communication delivered by the Administrative Agent hereunder
by electronic communication; provided that the failure to deliver any such hard
copy shall not render any electronic notice or communication ineffective.

<P align="left" style="font-size: 10pt">Unless the Administrative Agent otherwise prescribes, (i)&nbsp;notices and other
communications sent to an e-mail address shall be deemed received upon the
sender&#146;s receipt of an acknowledgement from the intended recipient (such as by
the &#147;return receipt requested&#148; function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next

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<P align="left" style="font-size: 10pt">business day for the recipient, and (ii)&nbsp;notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing
clause (i)&nbsp;of notification that such notice or communication is available and
identifying the website address therefor. Any Person shall be permitted to
provide more than one e-mail address if it so requires and all matters notified
by e-mail shall be sent to each such address so specified; provided that (x)
the deemed receipt by any intended recipient shall be sufficient notice
hereunder to such Person, whether or not such e-mail notification shall have
been deemed received by all intended recipients, and (y)&nbsp;the foregoing shall
not apply to any notice or communication pursuant to Article&nbsp;II.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Change of Address, Etc. Each of the Borrowers, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder
by notice to the other parties hereto. Each other Lender may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the Company, the Administrative Agent, the L/C Issuer
and the Swing Line Lender.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices and Swing
Line Loan Notices) purportedly given by or on behalf of any Borrower even if
(i)&nbsp;such notices were not made in a manner specified herein, were incomplete or
were not preceded or followed by any other form of notice specified herein, or
(ii)&nbsp;the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Company shall indemnify the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of any Borrower. All
telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

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<A name="201"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.03 No Waiver; Cumulative Remedies</B>. No failure by any Lender, the L/C
issuer or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

<DIV align="left">
<A name="202"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.04 Expenses; Indemnity; Damage Waiver</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Costs and Expenses. The Company shall pay (i)&nbsp;all reasonable and
documented out of pocket expenses incurred by the Administrative Agent and its
Affiliates (including the reasonable fees and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii)&nbsp;all reasonable and


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<P align="left" style="font-size: 10pt">documented out of pocket expenses incurred by the L/C Issuer in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii)&nbsp;all out of pocket expenses incurred
by the Administrative Agent, any Lender or the L/C Issuer (including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Lender or the L/C Issuer), and shall pay all fees and time charges for
attorneys who may be employees of the Administrative Agent, any Lender or the
L/C Issuer, in connection with the enforcement or protection of its rights (A)
in connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B)&nbsp;in connection with the Loans made or Letters
of Credit issued hereunder, including all such out of pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Indemnification by the Company. The Company shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such
Person being called an &#147;Indemnitee&#148;) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all
fees and time charges and disbursements for attorneys who may be employees of
any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by any Borrower or any other Loan Party arising out of,
in connection with, or as a result of (i)&nbsp;the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii)&nbsp;any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii)&nbsp;any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way
to any Borrower or any of its Subsidiaries, or (iv)&nbsp;any actual or prospective
claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by the Company or any other Loan Party, and regardless of
whether any Indemnitee is a party thereto, in all cases, whether or not caused
by or arising, in whole or in part, out of the negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
(x)&nbsp;are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y)&nbsp;result from a claim brought by the Company
or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee&#146;s obligations hereunder or under any other Loan Document, if the
Company or such other Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Reimbursement by Lenders. To the extent that the Company for any
reason fails to indefeasibly pay any amount required under subsection (a)&nbsp;or
(b)&nbsp;of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), the L/C Issuer or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such sub-agent), the L/C Issuer or such Related Party, as the case may be,
such Lender&#146;s


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<P align="left" style="font-size: 10pt">Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c)&nbsp;are subject to the provisions of Section&nbsp;2.12(d).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, no Borrower shall assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or
the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the replacement of
any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

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<A name="203"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.05 Payments Set Aside</B>. To the extent that any payment by or on behalf
of any Borrower is made to the Administrative Agent, the L/C Issuer or any
Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its
right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a)&nbsp;to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b)&nbsp;each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to
the applicable Overnight Rate from time to time in effect, in the applicable
currency of such recovery or payment. The obligations of the Lenders and the
L/C Issuer under clause (b)&nbsp;of the preceding sentence shall survive the payment
in full of the Obligations and the termination of this Agreement.


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<A name="204"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.06 Successors and Assigns</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Loan Party
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i)&nbsp;to an Eligible Assignee in accordance with the provisions
of subsection (b)&nbsp;of this Section, (ii)&nbsp;by way of participation in accordance
with the provisions of subsection (d)&nbsp;of this Section, or (iii)&nbsp;by way of
pledge or assignment of a security interest subject to the restrictions of
subsection (f)&nbsp;of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d)&nbsp;of this Section and, to
the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) except in the case of an assignment of the entire remaining
amount of the assigning Lender&#146;s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund with respect to a Lender, the aggregate
amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the
principal outstanding balance of the Loans of the assigning Lender
subject to each such assignment, determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if &#147;Trade Date&#148; is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000
unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Company otherwise consents
(each such consent not to be unreasonably withheld or delayed);



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender&#146;s rights and obligations
under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii)&nbsp;shall not apply to rights in
respect of Swing Line Loans;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) any assignment of a Commitment must be approved by the
Administrative Agent, the L/C Issuer and the Swing Line Lender unless the
Person that is the proposed assignee is itself a Lender (whether or not
the proposed assignee would otherwise qualify as an Eligible Assignee);
and


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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500, and the Eligible Assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire

<P align="left" style="font-size: 10pt">Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c)&nbsp;of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender&#146;s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections&nbsp;3.01, 3.04, 3.05, and 10.04
with respect to facts and circumstances occurring prior to the effective date
of such assignment. Upon request, each Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance
with subsection (d)&nbsp;of this Section.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrowers, shall maintain at the Administrative Agent&#146;s Office
a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the &#147;Register&#148;). The entries
in the Register shall be conclusive, and the Borrowers, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by each of the Borrowers and the L/C Issuer at any
reasonable time and from time to time upon reasonable prior notice. In
addition, at any time that a request for a consent for a material or
substantive change to the Loan Documents is pending, any Lender wishing to
consult with other Lenders in connection therewith may request and receive from
the Administrative Agent a copy of the Register.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Participations. Any Lender may at any time, without the consent of,
or notice to, any Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or the Company or any of the Company&#146;s
Affiliates or Subsidiaries ) (each, a &#147;Participant&#148;) in all or a portion of
such Lender&#146;s rights and/or obligations under this Agreement (including all or
a portion of its Commitment and/or the Loans (including such Lender&#146;s
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i)&nbsp;such Lender&#146;s obligations under this Agreement shall remain
unchanged, (ii)&nbsp;such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii)&nbsp;the Borrowers,
the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender&#146;s rights
and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement


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<P align="left" style="font-size: 10pt">and to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to
Section&nbsp;10.01 that affects such Participant. Subject to subsection (e)&nbsp;of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections&nbsp;3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b)
of this Section. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section&nbsp;10.08 as though it were a Lender,
provided such Participant agrees to be subject to Section&nbsp;2.13 as though it
were a Lender.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Limitation upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section&nbsp;3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Company&#146;s prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section&nbsp;3.01 unless the Company is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrowers, to comply with Section&nbsp;3.01(e) as though it were a
Lender.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Certain Pledges. Any Lender may at any time, without notice to or
consent of any Person, pledge or assign a security interest in all or any
portion of its rights under this Agreement (including under its Note(s), if
any) to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank; provided that no such pledge
or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Electronic Execution of Assignments. The words &#147;execution,&#148; &#147;signed,&#148;
&#147;signature,&#148; and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i)&nbsp;upon 30&nbsp;days&#146; notice to the Company and the
Lenders, resign as L/C Issuer and/or (ii)&nbsp;upon 30&nbsp;days&#146; notice to the Company,
resign as Swing Line Lender. In the event of any such resignation as L/C
Issuer or Swing Line Lender, the Company shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Company to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or Swing Line
Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall
retain all the rights and obligations of the L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base


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<P align="left" style="font-size: 10pt">Rate Committed Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section&nbsp;2.03(c)). If Bank of America resigns as Swing Line Lender,
it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make
Base Rate Committed Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section&nbsp;2.04(c).

<DIV align="left">
<A name="205"></A>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.07 Treatment of Certain Information; Confidentiality</B>. Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a)&nbsp;to its Affiliates and to its and its Affiliates&#146;
respective partners, directors, officers, employees, agents, advisors and
representatives (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b)&nbsp;to the extent requested
by any regulatory authority purporting to have jurisdiction over it (including
any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c)&nbsp;to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d)&nbsp;to any other party hereto, (e)&nbsp;in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f)&nbsp;subject
to an agreement containing provisions substantially the same as those of this
Section, to (i)&nbsp;any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or
(ii)&nbsp;any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to a Borrower and its obligations, (g)&nbsp;with the
consent of the Company or (h)&nbsp;to the extent such Information (x)&nbsp;becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender, the L/C Issuer or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Section, &#147;Information&#148; means all information received
from the Company or any Subsidiary relating to the Company or any Subsidiary or
any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Company or any Subsidiary,
provided that, in the case of information received from the Company or any
Subsidiary after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

<DIV align="left">
<A name="206"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.08 Set-off</B>. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender, the L/C Issuer or any such Affiliate to or for the credit or the
account of any Borrower or any other Loan Party against any and all of the
obligations of such Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or the


<P align="center" style="font-size: 10pt">94
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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer
shall have made any demand under this Agreement or any other Loan Document and
although such obligations of such Borrower or such Loan Party may be contingent
or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have. Each Lender and the L/C Issuer agrees to
notify the Company and the Administrative Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not affect
the validity of such setoff and application.

<DIV align="left">
<A name="207"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.09 Interest Rate Limitation</B>. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under
the Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the &#147;Maximum Rate&#148;). If the Administrative Agent
or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Company. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a)&nbsp;characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b)&nbsp;exclude voluntary
prepayments and the effects thereof, and (c)&nbsp;amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

<DIV align="left">
<A name="208"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.10 Counterparts; Integration; Effectiveness</B>. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement and the
other Loan Documents constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section&nbsp;4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this Agreement.

<DIV align="left">
<A name="209"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.11 Survival of Representations and Warranties</B>. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


<P align="center" style="font-size: 10pt">95
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="210"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.12 Severability</B>. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a)&nbsp;the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b)&nbsp;the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

<DIV align="left">
<A name="211"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.13 Replacement of Lenders</B>. If any Lender requests compensation under
Section&nbsp;3.04, or if any Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to Section&nbsp;3.01, or if any Lender is a Defaulting Lender, then the Company may,
at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section&nbsp;10.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided that:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;the Company shall have paid (or caused a Designated Subsidiary to pay)
to the Administrative Agent the assignment fee specified in Section&nbsp;10.06(b);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section&nbsp;3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Company or applicable Designated Subsidiary (in the case of all other amounts);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;in the case of any such assignment resulting from a claim for
compensation under Section&nbsp;3.04 or payments required to be made pursuant to
Section&nbsp;3.01, such assignment will result in a reduction in such compensation
or payments thereafter; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;such assignment does not conflict with applicable Laws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

<DIV align="left">
<A name="212"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.14 Governing Law; Jurisdiction; Etc</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF


<P align="center" style="font-size: 10pt">96
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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND
ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR
IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY
BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B)&nbsp;OF THIS SECTION. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02(a). NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW; PROVIDED, THAT NO ELECTRONIC
COMMUNICATION SHALL CONSTITUTE SERVICE OF PROCESS HEREUNDER.

<DIV align="left">
<A name="213"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.15 WAIVER OF JURY TRIAL</B>. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A)&nbsp;CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B)&nbsp;ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE
<P align="center" style="font-size: 10pt">97
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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

<DIV align="left">
<A name="214"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.16 USA PATRIOT Act Notice</B>. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrowers that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the &#147;Act&#148;), it is required to obtain, verify and record information
that identifies the Borrowers, which information includes the name and address
of each Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Borrower in accordance
with the Act.

<DIV align="left">
<A name="215"></A>
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.17 Judgment Currency</B>. If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given. The
obligation of each Borrower in respect of any such sum due from it to the
Administrative Agent or the Lenders hereunder or under the other Loan Documents
shall, notwithstanding any judgment in a currency (the &#147;Judgment Currency&#148;)
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the &#147;Agreement Currency&#148;), be
discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of
the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from any Borrower in the Agreement Currency, such Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the Person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased
is greater than the sum originally due to the Administrative Agent in such
currency, the Administrative Agent agrees to return the amount of any excess to
such Borrower (or to any other Person who may be entitled thereto under
applicable law).


<P align="center" style="font-size: 10pt"><B><I>&#091;Remainder of page is intentionally left blank; signature pages follow&#093;</I></B>




<P align="center" style="font-size: 10pt">98
</DIV>


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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>IN WITNESS WHEREOF</I>, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">
    <B>AVNET, INC.</B></FONT>
</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">By:&nbsp;</FONT>
</TD>
    <TD align="left"><FONT size="2">
    /s/ RAYMOND SADOWSKI</FONT>
</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">
    Name:&nbsp;Raymond Sadowski</FONT>
</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="6%"></TD>
    <TD width="54%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">Title:&nbsp;</FONT>
</TD>
    <TD align="left"><FONT size="2">
    Senior Vice President and Chief Financial Officer</FONT>
</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">
    <B>AVNET LOGISTICS U.S., L.P.</B></FONT>
</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
    <TD>By: Avnet Properties Corporation, General
Partner</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left"><FONT size="2">
    /s/ RAYMOND SADOWSKI</FONT>
</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">
    Name:&nbsp;Raymond Sadowski</FONT>
</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="6%"></TD>
    <TD width="54%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>Title:&nbsp;</TD>
    <TD align="left"><FONT size="2">
    President and Treasurer</FONT>
</TD>
</TR>

</TABLE>

<P><BR>


<DIV align="center"><FONT size="2">
Credit Agreement</FONT>

</DIV>

<DIV align="center"><FONT size="2">
Signature Page 1 of 15
</FONT>
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">

<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2"><DIV style="margin-left:0px; text-indent:-0px"><B>BANK
OF AMERICA, N.A.</B>, as<br>
Administrative Agent</DIV></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD align="left">By:&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/
Charles Graber</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="left" valign="top"><HR noshade size="1" width="70%"></TD>
</TR>


<TR valign="bottom">
    <TD>&nbsp;</TD>

<TD colspan="2" align="left" valign="top">Name:&nbsp;&nbsp;Charles
Graber</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>

<TD colspan="2" align="left" valign="top">Title:&nbsp;&nbsp;&nbsp;&nbsp;Vice
President</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<p>&nbsp;
<p>&nbsp;
<p>&nbsp;

<P align="center" style="font-size: 10pt">Credit Agreement<br>
Signature Page 2 of 15
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<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2"><DIV style="margin-left:0px; text-indent:-0px"><B>BANK
OF AMERICA, N.A.</B>, as a Lender, L/C<BR>
Issuer and Swing Line Lender</DIV></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD align="left">By:&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ James P. Johnson</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="left" valign="top"><HR noshade size="1" width="70%"></TD>
</TR>


<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left" valign="top">Name:&nbsp;&nbsp;James P. Johnson</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left" valign="top">Title:&nbsp;&nbsp;&nbsp;&nbsp;Managing Director</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>

<P>&nbsp;
<P>&nbsp;
<P>&nbsp;
<P>&nbsp;

<P align="center" style="font-size: 10pt">Credit
Agreement<BR>Signature Page 3 of 15
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<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>

<TD valign="top" colspan="2"><DIV style="margin-left:0px; text-indent:-0px"><B>ABN
AMRO BANK, N.V.</B></DIV></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD align="left">By:&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/
Maria Vickroy Peralta</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="left" valign="top"><HR noshade width="70%"></TD>
</TR>


<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left" valign="top">Name:&nbsp;&nbsp;MARIA
VICKROY PERALTA</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left" valign="top">Title:&nbsp;&nbsp;&nbsp;&nbsp;MANAGING DIRECTOR</TD>
</TR>


<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD align="left">By:&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/
William W. Davidson</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="left" valign="top"><HR noshade width="70%"></TD>
</TR>


<TR valign="bottom">
    <TD>&nbsp;</TD>

<TD colspan="2" align="left" valign="top">Name:&nbsp;&nbsp;WILLIAM W.
DAVIDSON</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>

<TD colspan="2" align="left" valign="top">Title:&nbsp;&nbsp;&nbsp;&nbsp;VICE
PRESIDENT</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>

<P>&nbsp;
<P>&nbsp;
<P>&nbsp;
<P>&nbsp;

<P align="center" style="font-size: 10pt">Credit
Agreement<BR>Signature Page 4 of 15
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR>
<TD width="50%">&nbsp;</TD>
<TD width="50%">&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD></TD>
<TD align="left"><FONT size="2"><B>CREDIT SUISSE FIRST BOSTON,
ACTING<BR>
THROUGH ITS CAYMAN ISLANDS<BR>
BRANCH</B></FONT><P></TR>
</TABLE>

<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR>
<TD width="50%">&nbsp;</TD>
<TD width="4%">&nbsp;</TD>
<TD width="46%">&nbsp;</TD>
</TR>

<TR valign="bottom">
<TD>&nbsp;</TD>
<TD align="left" nowrap><FONT size="2">By:</FONT></TD>
<TD align="center"><FONT size="2">/s/ Peter
Chauvin</FONT></TD>
</TR>

<TR valign="bottom">
<TD>&nbsp;</TD>
<TD align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
<TD align="center"><HR size="1"><FONT size="2">Peter Chauvin</FONT></TD>
</TR>


<TR valign="bottom">
<TD>&nbsp;</TD>
<TD align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
<TD align="center"><FONT size="2">Vice President</FONT></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>


<TR valign="bottom">
<TD>&nbsp;</TD>
<TD align="left" nowrap><FONT size="2">By:</FONT></TD>
<TD align="center"><FONT size="2">/s/ Alain Daoust</FONT></TD>
</TR>


<TR valign="bottom">
<TD>&nbsp;</TD>
<TD align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
<TD align="center"><HR size="1"><FONT size="2">Alain Daoust</FONT></TD>
</TR>


<TR valign="bottom">
<TD>&nbsp;</TD>
<TD align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
<TD align="center"><FONT size="2">Director</FONT></TD>
</TR>
</TABLE>


<P><BR><P><BR><P><BR><P><BR><P><BR>
<P align="center"><FONT size="2">Credit Agreement<BR>Signature Page 5
of 15</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    THE BANK OF NOVA SCOTIA</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left">
    /s/ KEMP LEONARD</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Name: Kemp Leonard</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Title:&nbsp;&nbsp;Director</TD>
</TR>

</TABLE>

<P align="left">
&nbsp;

<DIV align="center">
Credit Agreement
</DIV>

<DIV align="center">
Signature Page&nbsp;6 of&nbsp;15
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<TABLE style="font-size: 10pt" width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <B>BNP PARIBAS</B></TD>
</TR>

</TABLE>
<P>

<TABLE style="font-size: 10pt" width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left">
    /s/ RAFAEL C. LUMANLAN</TD>
</TR>

</TABLE>

<TABLE style="font-size: 10pt" width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Name: Rafael C. Lumanlan</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Title:&nbsp;&nbsp;Director</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

</TABLE>
<P>

<TABLE style="font-size: 10pt" width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left">
    /s/ STUART DARBY</TD>
</TR>

</TABLE>

<TABLE style="font-size: 10pt" width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Name: Stuart Darby</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Title:&nbsp;&nbsp;Vice President</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

</TABLE>

<P style="font-size: 10pt" align="center">Credit Agreement<BR>
Signature Page 7 of 15
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <B>BANK ONE, NA</B></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left">
    /s/ JOHN GLISSON</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Name:&nbsp;John Glisson</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Title:&nbsp;&nbsp;Associate Director</TD>
</TR>

</TABLE>

<BR>
<BR>

<P align="center">Credit Agreement<BR>
Signature Page 8 of 15
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
     <B>WACHOVIA BANK, NATIONAL ASSOCIATION</B></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left">
    /s/ GENE SELLERS</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Name:&nbsp;Gene Sellers</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Title:&nbsp;Director</TD>
</TR>

</TABLE>

<P align="center">
Credit Agreement

<DIV align="center">
Signature Page 9 of 15
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><B>ROYAL BANK OF CANADA</B></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="3%"></TD>
    <TD width="57%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left">
    /s/ STEPHANIE BABICH-ALLEGRA</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" width="47%" align="left" noshade></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="6%"></TD>
    <TD width="54%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>Name:&nbsp;</TD>
    <TD align="left">
    Stephanie Babich-Allegra</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" width="43%" align="left" noshade></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="6%"></TD>
    <TD width="54%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>Title:&nbsp;&nbsp;</TD>
    <TD align="left">
    Authorized Signatory</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" width="43%" align="left" noshade></TD>
</TR>

</TABLE>

<P align="center">
Credit Agreement

<DIV align="center">
Signature Page 10 of 15
</DIV>

<P align="center">&nbsp;
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2"><B>KEYBANK NATIONAL ASSOCIATION</B></FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">By:&nbsp;/s/ ROBERT W. BOSWELL</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">Name:&nbsp;ROBERT W. BOSWELL</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">Title:&nbsp;VICE PRESIDENT</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

</TABLE>




<P>&nbsp;
<P>&nbsp;
<P>&nbsp;
<P align="center"><FONT size="2">Credit Agreement<BR>
Signature Page 11 of 15</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2"><B>DRESDNER BANK AG in M&#220;NCHEN</B></FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">By:&nbsp;/s/ KLAUS BAYER</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">Name:&nbsp;Mr. Klaus BAYER</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">Title:&nbsp;Vice President</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

</TABLE>




<P>&nbsp;
<P>&nbsp;
<P>&nbsp;
<P align="center"><FONT size="2">Credit Agreement<BR>
Signature Page 12 of 15</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
     <B>SUMITOMO METSUI BANKING <BR>
     CORPORATION</B></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left">
    /s/ AL GALLUZZO</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Name:&nbsp;Al Galluzzo</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Title:&nbsp;Senior Vice President</TD>
</TR>

</TABLE>

<P align="center">
Credit Agreement

<DIV align="center">
Signature Page 13 of 15
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
     <B>SKANDINAVISKA ENSKILDA BANKEN AB<BR>
     (publ)</B></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align="left">
    /s/ MARTIN LINDEBERG</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Name:&nbsp;Martin Lindeberg</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    Title:&nbsp;Transaction Manager</TD>
</TR>

</TABLE>

<P align="center">
Credit Agreement

<DIV align="center">
Signature Page 14 of 15
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2"><B>NATEXIS BANQUES POPULAIRES</B></FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">By:&nbsp;/s/ NICOLAS REGENT</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">Name:&nbsp;Nicolas Regent</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">Title:&nbsp;VP Multinational</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">By:&nbsp;/s/ P.J. VAN TILDEN</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">Name:&nbsp;P.J. van Tilden</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left"><FONT size="2">Title:&nbsp;Group Head</FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

</TABLE>




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<P align="center"><FONT size="2">Credit Agreement<BR>
Signature Page 15 of 15</FONT>

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