ALLTEL CORP
364 DAY REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.A.1
<SEQUENCE>3
<FILENAME>alltelexhibit10a1.htm
<DESCRIPTION>364 DAY REVOLVING CREDIT AGREEMENT
<TEXT>
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<font SIZE="3">
<i>

<b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
</b></i>
<p ALIGN="right">Exhibit (10)(a)(1)</p>

<b><i>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">CONFORMED <font FACE="Symbol">*</font></p>
</i>
</font><font SIZE="3">
<p ALIGN="CENTER">364-DAY REVOLVING CREDIT AGREEMENT</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">Dated as of July 31, 2002</p>
</font></b><font SIZE="3">
<p ALIGN="CENTER">among</p>
<b>
<p ALIGN="center" style="margin-top: 0; margin-bottom: 0">ALLTEL CORPORATION,</p>
</b>
<p ALIGN="center" style="margin-top: 0; margin-bottom: 0">as the Borrower,</p>
<b>
<p ALIGN="CENTER">BANK OF AMERICA, N.A.,<br>
</b>as the Administrative Agent,</p>
<p ALIGN="CENTER">&nbsp;</p>
<b>
<p ALIGN="center" style="word-spacing: 0; margin-top: 0; margin-bottom: 0">MERRILL
LYNCH &amp; CO., MERRILL LYNCH, PIERCE, FENNER &amp; SMITH</p>
<p ALIGN="center" style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;INCORPORATED,</p>
</b>
<p ALIGN="center" style="word-spacing: 0; margin-top: 0; margin-bottom: 0">as
the Syndication Agent,</p>
<p ALIGN="CENTER">&nbsp;</p>
<b>
<p ALIGN="center" style="margin-top: 0; margin-bottom: 0">BANC OF AMERICA
SECURITIES LLC and MERRILL LYNCH &amp; CO., MERRILL LYNCH, </p>
<p ALIGN="center" style="margin-top: 0; margin-bottom: 0">PIERCE, FENNER &amp;
SMITH INCORPORATED,</p>
</b>
<p ALIGN="center" style="margin-top: 0; margin-bottom: 0">as the Joint Lead
Arrangers and Joint Book Runners,</p>
<p ALIGN="CENTER">&nbsp;</p>
<b>
<p ALIGN="center" style="margin-top: 0; margin-bottom: 0">CITIBANK, N.A.,
WACHOVIA BANK, NATIONAL ASSOCIATION,</p>
<p ALIGN="center" style="margin-top: 0; margin-bottom: 0">and BANK ONE, NA,</p>
</b>
<p ALIGN="center" style="margin-top: 0; margin-bottom: 0">as the
Co-Documentation Agents,</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">and</p>
<b>
<p ALIGN="CENTER">THE OTHER LENDERS PARTY HERETO</p>
</b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<b>
<p ALIGN="CENTER">$500,000,000</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<blockquote>
  <blockquote>
    <i><sup><font SIZE="2">
    <p><font FACE="Symbol">*</font> </font></sup><font SIZE="2">Conformed to
    reflect signatures.</p>
    </blockquote>
    </blockquote>
  </font></i>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">TABLE OF CONTENTS</p>
</b>
<table border="0" cellpadding="0" cellspacing="0" width="100%" height="458">
  <tr>
    <b>
    <td width="15%" height="21">
      <p align="center">Section</td>
    <td width="77%" height="21"></td>
    <td width="8%" align="center" height="21">Page</td>
    </b>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="21">ARTICLE I.&nbsp; DEFINITIONS AND
      ACCOUNTING TERMS</td>
    <td width="8%" align="center" height="21">1</td>
  </tr>
  <tr>
    <td width="15%" height="21">
      <p align="center">1.01</td>
    <td width="77%" height="21">Defined Terms.</td>
    <td width="8%" align="center" height="21">1</td>
  </tr>
  <tr>
    <td width="15%" height="21">
      <p align="center">1.02</td>
    <td width="77%" height="21">Other Interpretive Provisions.</td>
    <td width="8%" align="center" height="21">13</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">1.03</td>
    <td width="77%" height="21"><font SIZE="3">Accounting Terms. </font></td>
    <td width="8%" align="center" height="21">14</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">1.04</font> </td>
    <td width="77%" height="21"><font SIZE="3">Rounding.</font></td>
    <td width="8%" align="center" height="21">14</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">1.05</font></td>
    <td width="77%" height="21"><font SIZE="3">References to Agreements and
      Laws.</font></td>
    <td width="8%" align="center" height="21">14</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20" align="center">
      <p align="left">ARTICLE II.&nbsp; THE COMMITMENTS
      AND LOANS</p>
    </td>
    <td width="8%" align="center" height="20">14</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.01</font></td>
    <td width="77%" height="21"><font SIZE="3">Loans.</font></td>
    <td width="8%" align="center" height="21">14</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.02</font></td>
    <td width="77%" height="21"><font SIZE="3">Borrowings, Conversions, and
      Continuations of Loans.</font></td>
    <td width="8%" align="center" height="21">15</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.03</font></td>
    <td width="77%" height="21"><font SIZE="3">Prepayments.</font></td>
    <td width="8%" align="center" height="21">16</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.04</font></td>
    <td width="77%" height="21"><font SIZE="3">Reduction or Termination of
      Commitments.</font></td>
    <td width="8%" align="center" height="21">16</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.05</font></td>
    <td width="77%" height="21"><font SIZE="3">Change of Control.</font></td>
    <td width="8%" align="center" height="21">16</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.06</font></td>
    <td width="77%" height="21"><font SIZE="3">Repayment of Principal Debt.</font></td>
    <td width="8%" align="center" height="21">17</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.07</font></td>
    <td width="77%" height="21"><font SIZE="3">Interest.</font></td>
    <td width="8%" align="center" height="21">17</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.08</font> </td>
    <td width="77%" height="21"><font SIZE="3">Fees.</font></td>
    <td width="8%" align="center" height="21">17</td>
  </tr>
  <tr>
    <td width="15%" height="18" align="center"><font SIZE="3">2.09</font> </td>
    <td width="77%" height="18"><font SIZE="3">Computation of Interest and Fees.</font></td>
    <td width="8%" align="center" height="18">18</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.10</font></td>
    <td width="77%" height="21"><font SIZE="3">Evidence of Debt.</font></td>
    <td width="8%" align="center" height="21">18</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.11</font></td>
    <td width="77%" height="21"><font SIZE="3">Payments Generally.</font></td>
    <td width="8%" align="center" height="21">19</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.12</font> </td>
    <td width="77%" height="21"><font SIZE="3">Sharing of Payments.</font></td>
    <td width="8%" align="center" height="21">20</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.13</font></td>
    <td width="77%" height="21"><font SIZE="3">Extension of Termination Date.</font></td>
    <td width="8%" align="center" height="21">20</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">2.14</font> </td>
    <td width="77%" height="21"><font SIZE="3">Conversion to Term Loan.</font></td>
    <td width="8%" align="center" height="21">21</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20">ARTICLE III.&nbsp; TAXES, YIELD,
      PROTECTION AND ILLEGALITY</td>
    <td width="8%" align="center" height="20">22</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">3.01</font></td>
    <td width="77%" height="21"><font SIZE="3">Taxes.</font></td>
    <td width="8%" align="center" height="21">22</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">3.02</font></td>
    <td width="77%" height="21"><font SIZE="3">Illegality.</font></td>
    <td width="8%" align="center" height="21">23</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">3.03</font></td>
    <td width="77%" height="21"><font SIZE="3">Inability to Determine Rates.</font></td>
    <td width="8%" align="center" height="21">23</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">3.04</font></td>
    <td width="77%" height="21"><font SIZE="3">Increased Cost and Reduced
      Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.</font></td>
    <td width="8%" align="center" height="21">23</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">3.05</font></td>
    <td width="77%" height="21"><font SIZE="3">Funding Losses.</font></td>
    <td width="8%" align="center" height="21">24</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">3.06</font></td>
    <td width="77%" height="21"><font SIZE="3">Matters Applicable to all
      Requests for Compensation.</font></td>
    <td width="8%" align="center" height="21">25</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">3.07</font></td>
    <td width="77%" height="21"><font SIZE="3">Survival.</font></td>
    <td width="8%" align="center" height="21">25</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20">ARTICLE IV.&nbsp; CONDITIONS
      PRECEDENT</td>
    <td width="8%" align="center" height="20">25</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">4.01</font></td>
    <td width="77%" height="21"><font SIZE="3">Conditions to Closing.</font></td>
    <td width="8%" align="center" height="21">25</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">4.02</font></td>
    <td width="77%" height="21"><font SIZE="3">Conditions to all Loans.</font></td>
    <td width="8%" align="center" height="21">26</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20">ARTICLE V.&nbsp; REPRESENTATIONS AND
      WARRANTIES</td>
    <td width="8%" align="center" height="20">27</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center"><font SIZE="3">5.01</font></td>
    <td width="77%" height="21"><font SIZE="3">Existence, Qualification, and
      Power; Compliance with Laws.</font></td>
    <td width="8%" align="center" height="21">27</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.02</td>
    <td width="77%" height="21"><font SIZE="3">Authorization; No Contravention. </font></td>
    <td width="8%" align="center" height="21">27</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.03</td>
    <td width="77%" height="21"><font SIZE="3">Governmental Authorization. </font></td>
    <td width="8%" align="center" height="21">27</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.04</td>
    <td width="77%" height="21"><font SIZE="3">Binding Effect. </font></td>
    <td width="8%" align="center" height="21">27</td>
  </tr>
  <tr>
    <td width="15%" height="4" align="center">5.05</td>
    <td width="77%" height="4"><font SIZE="3">Financial Statements; No Material
      Adverse Effect. </font></td>
    <td width="8%" align="center" height="4">27</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.06</td>
    <td width="77%" height="21"><font SIZE="3">Litigation. </font></td>
    <td width="8%" align="center" height="21">28</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.07</td>
    <td width="77%" height="21"><font SIZE="3">No Default. </font></td>
    <td width="8%" align="center" height="21">28</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.08</td>
    <td width="77%" height="21"><font SIZE="3">Ownership of Property; Liens. </font></td>
    <td width="8%" align="center" height="21">28</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.09</td>
    <td width="77%" height="21"><font SIZE="3">Environmental Compliance. </font></td>
    <td width="8%" align="center" height="21">28</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.10</td>
    <td width="77%" height="21"><font SIZE="3">Taxes.</font></td>
    <td width="8%" align="center" height="21">28</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.11</td>
    <td width="77%" height="21"><font SIZE="3">ERISA Compliance. </font></td>
    <td width="8%" align="center" height="21">28</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.12</td>
    <td width="77%" height="21"><font SIZE="3">Margin Regulations; Investment
      Company Act; Public Utility Holding Company Act.</font></td>
    <td width="8%" align="center" height="21">29</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.13</td>
    <td width="77%" height="21"><font SIZE="3">Rank of Debt. </font></td>
    <td width="8%" align="center" height="21">29</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">5.14</td>
    <td width="77%" height="21"><font SIZE="3">Disclosure. </font></td>
    <td width="8%" align="center" height="21">29</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20">ARTICLE VI.&nbsp; </font>AFFIRMATIVE
    CONVENANTS</td>
  <font SIZE="3">
  <td width="8%" align="center" height="20">30</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.01</td>
    <td width="77%" height="21"><font SIZE="3">Financial Statements. </font></td>
    <td width="8%" align="center" height="21">30</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.02</td>
    <td width="77%" height="21"><font SIZE="3">Certificates; Other Information. </font></td>
    <td width="8%" align="center" height="21">30</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.03</td>
    <td width="77%" height="21"><font SIZE="3">Notices. </font></td>
    <td width="8%" align="center" height="21">31</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.04</td>
    <td width="77%" height="21"><font SIZE="3">Payment of Obligations. </font></td>
    <td width="8%" align="center" height="21">31</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.05</td>
    <td width="77%" height="21"><font SIZE="3">Preservation of Existence, Etc.</font></td>
    <td width="8%" align="center" height="21">31</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.06</td>
    <td width="77%" height="21"><font SIZE="3">Maintenance of Properties. </font></td>
    <td width="8%" align="center" height="21">32</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.07</td>
    <td width="77%" height="21"><font SIZE="3">Maintenance of Insurance. </font></td>
    <td width="8%" align="center" height="21">32</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.08</td>
    <td width="77%" height="21"><font SIZE="3">Compliance with Laws. </font></td>
    <td width="8%" align="center" height="21">32</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.09</td>
    <td width="77%" height="21"><font SIZE="3">Books and Records. </font></td>
    <td width="8%" align="center" height="21">32</td>
  </tr>
  <tr>
    <td width="15%" height="20" align="center">6.10</td>
    <td width="77%" height="20"><font SIZE="3">Inspection Rights. </font></td>
    <td width="8%" align="center" height="20">32</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">6.11</td>
    <td width="77%" height="21"><font SIZE="3">Use of Proceeds. </font></td>
    <td width="8%" align="center" height="21">32</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20">ARTICLE VII.&nbsp; NEGATIVE
      CONVENANTS</td>
    <td width="8%" align="center" height="20">33</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.01</td>
    <td width="77%" height="21"><font SIZE="3">Liens. </font></td>
    <td width="8%" align="center" height="21">33</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.02</td>
    <td width="77%" height="21"><font SIZE="3">Indebtedness. </font></td>
    <td width="8%" align="center" height="21">34</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.03</td>
    <td width="77%" height="21"><font SIZE="3">Subsidiary Indebtedness. </font></td>
    <td width="8%" align="center" height="21">34</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.04</td>
    <td width="77%" height="21"><font SIZE="3">Fundamental Changes. </font></td>
    <td width="8%" align="center" height="21">35</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.05</td>
    <td width="77%" height="21"><font SIZE="3">Change in Nature of Business. </font></td>
    <td width="8%" align="center" height="21">36</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.06</td>
    <td width="77%" height="21"><font SIZE="3">Transactions with Affiliates. </font></td>
    <td width="8%" align="center" height="21">36</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.07</td>
    <td width="77%" height="21"><font SIZE="3">Burdensome Agreements. </font></td>
    <td width="8%" align="center" height="21">36</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.08</td>
    <td width="77%" height="21"><font SIZE="3">Use of Proceeds.</font></td>
    <td width="8%" align="center" height="21">37</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">7.09</td>
    <td width="77%" height="21"><font SIZE="3">Total Debt to Capitalization
      Ratio. </font></td>
    <td width="8%" align="center" height="21">37</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20">ARTICLE VIII.&nbsp; EVENTS OF
      DEFAULT AND REMEDIES</td>
    <td width="8%" align="center" height="20">37</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">8.01</td>
    <td width="77%" height="21"><font SIZE="3">Events of Default.</font></td>
    <td width="8%" align="center" height="21">37</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">8.02</td>
    <td width="77%" height="21"><font SIZE="3">Remedies Upon Event of Default. </font></td>
    <td width="8%" align="center" height="21">39</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">8.03</td>
    <td width="77%" height="21"><font SIZE="3">Application of Funds. </font></td>
    <td width="8%" align="center" height="21">40</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20">ARTICLE IX.&nbsp; AGREEMENT AMONG
      LENDERS</td>
    <td width="8%" align="center" height="20">40</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.01</td>
    <td width="77%" height="21"><font SIZE="3">Appointment and Authorization of
      Administrative Agent.</font></td>
    <td width="8%" align="center" height="21">40</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.02</td>
    <td width="77%" height="21"><font SIZE="3">Delegation of Duties. </font></td>
    <td width="8%" align="center" height="21">41</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.03</td>
    <td width="77%" height="21"><font SIZE="3">Liability of Agent-Related
      Persons.</font></td>
    <td width="8%" align="center" height="21">41</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.04</td>
    <td width="77%" height="21"><font SIZE="3">Reliance by Administrative Agent.
      </font></td>
    <td width="8%" align="center" height="21">41</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.05</td>
    <td width="77%" height="21"><font SIZE="3">Notice of Default. </font></td>
    <td width="8%" align="center" height="21">42</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.06</td>
    <td width="77%" height="21"><font SIZE="3">Credit Decision; Disclosure of
      Information by Administrative Agent and Syndication Agent. </font></td>
    <td width="8%" align="center" height="21">42</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.07</td>
    <td width="77%" height="21"><font SIZE="3">Indemnification of Agent-Related
      Persons. </font></td>
    <td width="8%" align="center" height="21">42</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.08</td>
    <td width="77%" height="21"><font SIZE="3">Administrative Agent in its
      Individual Capacity. </font></td>
    <td width="8%" align="center" height="21">43</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.09</td>
    <td width="77%" height="21"><font SIZE="3">Successor Administrative Agent. </font></td>
    <td width="8%" align="center" height="21">43</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.10</td>
    <td width="77%" height="21"><font SIZE="3">Administrative Agent May File
      Proofs of Claim.</font></td>
    <td width="8%" align="center" height="21">43</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">9.11</td>
    <td width="77%" height="21"><font SIZE="3">Other Agents; Joint Book Runners,
      Joint Lead Arrangers. </font></td>
    <td width="8%" align="center" height="21">44</td>
  </tr>
  <tr>
    <td width="92%" colspan="2" height="20">ARTICLE X.&nbsp; MISCELLANEOUS</td>
    <td width="8%" align="center" height="20">44</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.01</td>
    <td width="77%" height="21"><font SIZE="3">Amendments, Etc.</font></td>
    <td width="8%" align="center" height="21">44</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.02</td>
    <td width="77%" height="21"><font SIZE="3">Notices and Other Communications;
      Facsimile Copies.</font></td>
    <td width="8%" align="center" height="21">45</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.03</td>
    <td width="77%" height="21"><font SIZE="3">No Waiver; Cumulative Remedies. </font></td>
    <td width="8%" align="center" height="21">46</td>
  </tr>
  <tr>
    <td width="15%" height="18" align="center">10.04</td>
    <td width="77%" height="18"><font SIZE="3">Attorneys' Fees, Expenses and
      Taxes. </font></td>
    <td width="8%" align="center" height="18">46</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.05</td>
    <td width="77%" height="21"><font SIZE="3">Indemnification by the Borrower.</font></td>
    <td width="8%" align="center" height="21">47</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.06</td>
    <td width="77%" height="21"><font SIZE="3">Payments Set Aside. </font></td>
    <td width="8%" align="center" height="21">47</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.07</td>
    <td width="77%" height="21"><font SIZE="3">Successors and Assigns.</font></td>
    <td width="8%" align="center" height="21">48</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.08</td>
    <td width="77%" height="21"><font SIZE="3">Confidentiality. </font></td>
    <td width="8%" align="center" height="21">50</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.09</td>
    <td width="77%" height="21"><font SIZE="3">Set-off. </font></td>
    <td width="8%" align="center" height="21">51</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.10</td>
    <td width="77%" height="21"><font SIZE="3">Interest Rate Limitation. </font></td>
    <td width="8%" align="center" height="21">51</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.11</td>
    <td width="77%" height="21"><font SIZE="3">Counterparts.</font></td>
    <td width="8%" align="center" height="21">51</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.12</td>
    <td width="77%" height="21"><font SIZE="3">Integration. </font></td>
    <td width="8%" align="center" height="21">51</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.13</td>
    <td width="77%" height="21"><font SIZE="3">Survival of Representations and
      Warranties. </font></td>
    <td width="8%" align="center" height="21">52</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.14</td>
    <td width="77%" height="21"><font SIZE="3">Severability. </font></td>
    <td width="8%" align="center" height="21">52</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.15</td>
    <td width="77%" height="21"><font SIZE="3">Foreign Lenders. </font></td>
    <td width="8%" align="center" height="21">52</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.16</td>
    <td width="77%" height="21"><font SIZE="3">Removal and Replacement of
      Lenders.</font></td>
    <td width="8%" align="center" height="21">53</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.17</td>
    <td width="77%" height="21"><font SIZE="3">Governing Law. </font></td>
    <td width="8%" align="center" height="21">54</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.18</td>
    <td width="77%" height="21"><font SIZE="3">Waiver of Right to Trial by Jury.
      </font></td>
    <td width="8%" align="center" height="21">54</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.19</td>
    <td width="77%" height="21"><font SIZE="3">TIME IS OF THE ESSENCE. </font></td>
    <td width="8%" align="center" height="21">54</td>
  </tr>
  <tr>
    <td width="15%" height="21" align="center">10.20</td>
    <td width="77%" height="21">ENTIRE AGREEMENT.</td>
    <td width="8%" align="center" height="21">55</td>
  </tr>
</table>
</font>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <p>&nbsp;</p>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
SIGNATURE PAGES<font SIZE="3">
<p>&nbsp;</p>
<b>
<p>SCHEDULES</p>
<blockquote>
  <blockquote>
  </b>
  <p style="margin-top: 0; margin-bottom: 0">2.01 Commitments and Pro Rata
  Shares<br>
  7.02 Existing Borrower Indebtedness and Subsidiary Indebtedness</p>
  <p style="margin-top: 0; margin-bottom: 0">10.02 Administrative Agent's
  Offices, Certain Addresses for Notices</p>
  <p>&nbsp;</p>
</blockquote>
</blockquote>
<b>
<p>EXHIBITS</p>
<blockquote>
  <blockquote>
  </b>
  <p>Form of</p>
  <p style="margin-top: 0; margin-bottom: 0">A Loan Notice</p>
  <p style="margin-top: 0; margin-bottom: 0">B Term Conversion Election</p>
  <p style="margin-top: 0; margin-bottom: 0">C Term Conversion Date Certificate</p>
  <p style="margin-top: 0; margin-bottom: 0">D Note</p>
  <p style="margin-top: 0; margin-bottom: 0">E Compliance Certificate</p>
  <p style="margin-top: 0; margin-bottom: 0">F Assignment and Assumption</p>
  <p style="margin-top: 0; margin-bottom: 0">G Secretary's Certificate</p>
  <p style="margin-top: 0; margin-bottom: 0">H Opinion of Counsel</p>
</blockquote>
</blockquote>
<b>
<p ALIGN="CENTER">364-DAY revolving CREDIT AGREEMENT</p>
</b>
<p ALIGN="justify" style="text-indent: 25">THIS 364-DAY REVOLVING CREDIT
AGREEMENT (&quot;<b><i>Agreement</i></b>&quot;) is entered into as of
July&nbsp;31, 2002, among <b>ALLTEL CORPORATION</b>, a Delaware corporation (the
&quot;<b><i>Borrower</i></b>&quot;), each lender from time to time party hereto
(collectively, the &quot;<b><i>Lenders</i></b>&quot; and individually, a &quot;<b><i>Lender</i></b>&quot;),
<b>BANK OF AMERICA, N.A.</b>, as the Administrative Agent, and <b>MERRILL LYNCH
&amp; CO., MERRILL LYNCH, PIERCE, FENNER &amp; SMITH INCORPORATED, </b>as the
Syndication Agent.</p>
<p ALIGN="justify" style="text-indent: 25">The Borrower has requested that the
Lenders extend a revolving credit facility to the Borrower in the aggregate
principal amount of up to $500,000,000, and the Lenders are willing to do so on
the terms and conditions set forth herein.</p>
<p ALIGN="justify" style="text-indent: 25">In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree
as follows:</p>
<p ALIGN="justify" style="text-indent: 25">&nbsp;</p>
<p ALIGN="center" style="text-indent: 25; margin-top: 0; margin-bottom: 0"><b>ARTICLE
I.</b></p>
<p align="center" style="margin-top: 0; margin-bottom: 0"></font><b><a NAME="_Toc14491624">DEFINITIONS
AND ACCOUNTING TERMS</a></b>
<p align="center" style="margin-top: 0; margin-bottom: 0"><b></p>
<blockquote>
  <blockquote>
    <p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">1.01&nbsp;&nbsp;&nbsp;
    Defined Terms.
  </blockquote>
</blockquote>
</b>
<ol>
  <ol>
    <font SIZE="3">
    <p ALIGN="JUSTIFY" style="word-spacing: 0; margin-top: 0; margin-bottom: 0">As
    used in this Agreement, the following terms shall have the meanings set
    forth below:</p>
    <b><i>
    <p ALIGN="JUSTIFY">Acquisitions</i></b> means, collectively, the Wireless
    Acquisition and the Line Acquisition, and <b><i>Acquisition </i></b>means
    either the Wireless Acquisition or the Line Acquisition.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Acquisition Financial Statements </i></b>means the
    Financial Statements of the Borrower and its consolidated Subsidiaries
    prepared with respect to the first fiscal quarter that ends after the
    consummation of both Acquisitions.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Administrative Agent</i></b> means Bank of America in its
    capacity as administrative agent under any of the Loan Documents, or any
    successor administrative agent.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Administrative Agent's Office</i></b> means the
    Administrative Agent's address and, as appropriate, account as set forth on <b><i>Schedule
    10.02</i></b>, or such other address or account as the Administrative Agent
    may from time to time notify to the Borrower and the Lenders.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Administrative Fee Agreement</i></b> has the meaning
    specified in <b><i>Section 2.08(c)</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Administrative Questionnaire </i></b>means an
    Administrative Questionnaire in a form supplied by Administrative Agent.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Affiliate</i></b> means, as to any Person, any other
    Person directly or indirectly controlling, controlled by, or under direct or
    indirect common control with, such Person. A Person shall be deemed to be
    &quot;<i>controlled by</i>&quot; any other Person if such other Person
    possesses, directly or indirectly, power (a) to vote 10% or more of the
    securities (on a fully diluted basis) having ordinary voting power for the
    election of directors, managing general partners, or the equivalent, or (b)
    to direct or cause the direction of the management and policies of such
    Person whether by contract or otherwise.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Agent-Related Persons</i></b> means the Administrative
    Agent (including any successor administrative agent) and the Syndication
    Agent (including any successor syndication agent), together with each of
    their respective Affiliates (including, in the case of Bank of America in
    its capacity as the Administrative </p>
    <p ALIGN="center">1</p>
    <p ALIGN="JUSTIFY">Agent, the Arranger), and the officers, directors,
    employees, agents, and attorneys-in-fact of each such Persons and
    Affiliates.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Agreement</i></b> means this 364-Day<b> </b>Revolving
    Credit Agreement.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Applicable Rate</i></b> means the appropriate percentages
    per annum as set forth below, based upon the Debt Rating, relevant fee, and
    Type as set forth below; <i>provided that</i>, from and after the Term
    Conversion Date, the Applicable Rate per annum for Eurodollar Rate Loans and
    Base Rate Loans shall increase by .25% for each Pricing Level:</p>
    </font>
    <p ALIGN="RIGHT">&nbsp;
    <table BORDER="1" CELLSPACING="1" CELLPADDING="8" WIDTH="594">
      <tr>
        <td WIDTH="13%" VALIGN="BOTTOM"><b><font SIZE="3">
          <p ALIGN="CENTER">Pricing Level</font></b></td>
        <td WIDTH="25%" VALIGN="BOTTOM"><b><font SIZE="3">
          <p ALIGN="CENTER">Debt Ratings<br>
          S&amp;P/Moody's</font></b></td>
        <td WIDTH="12%" VALIGN="BOTTOM"><b><font SIZE="3">
          <p ALIGN="CENTER">Facility Fee</font></b></td>
        <td WIDTH="16%" VALIGN="BOTTOM"><b><font SIZE="3">
          <p ALIGN="CENTER">Eurodollar Rate</font></b></td>
        <td WIDTH="13%" VALIGN="TOP"><b><font SIZE="3">
          <p ALIGN="CENTER">Base Rate</font></b></td>
        <td WIDTH="20%" VALIGN="BOTTOM"><b><font SIZE="3">
          <p ALIGN="CENTER">Utilization Fee</font></b></td>
      </tr>
      <tr>
        <td WIDTH="13%" VALIGN="MIDDLE"><font SIZE="3">
          <p ALIGN="CENTER">1</font></td>
        <td WIDTH="25%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">A+/A1 or higher</font></td>
        <td WIDTH="12%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.080%</font></td>
        <td WIDTH="16%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.145%</font></td>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">0%</font></td>
        <td WIDTH="20%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.075%</font></td>
      </tr>
      <tr>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">2</font></td>
        <td WIDTH="25%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">A/A2</font></td>
        <td WIDTH="12%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.100%</font></td>
        <td WIDTH="16%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.225%</font></td>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">0%</font></td>
        <td WIDTH="20%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.100%</font></td>
      </tr>
      <tr>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">3</font></td>
        <td WIDTH="25%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">A-/A3</font></td>
        <td WIDTH="12%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.125%</font></td>
        <td WIDTH="16%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.325%</font></td>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">0%</font></td>
        <td WIDTH="20%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.125%</font></td>
      </tr>
      <tr>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">4</font></td>
        <td WIDTH="25%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">BBB+/Baa1</font></td>
        <td WIDTH="12%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.150%</font></td>
        <td WIDTH="16%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.400%</font></td>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">0%</font></td>
        <td WIDTH="20%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.150%</font></td>
      </tr>
      <tr>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">5</font></td>
        <td WIDTH="25%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">BBB/Baa2 or lower</font></td>
        <td WIDTH="12%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.175%</font></td>
        <td WIDTH="16%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.625%</font></td>
        <td WIDTH="13%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">0%</font></td>
        <td WIDTH="20%" VALIGN="TOP"><font SIZE="3">
          <p ALIGN="CENTER">.200%</font></td>
      </tr>
      <tr>
        <td WIDTH="13%" VALIGN="TOP" HEIGHT="4">
          <p></p>
        </td>
        <td WIDTH="25%" VALIGN="TOP" HEIGHT="4">
          <p></p>
        </td>
        <td WIDTH="12%" VALIGN="TOP" HEIGHT="4">
          <p></p>
        </td>
        <td WIDTH="16%" VALIGN="TOP" HEIGHT="4">
          <p></p>
        </td>
        <td WIDTH="13%" VALIGN="TOP" HEIGHT="4">
          <p></p>
        </td>
        <td WIDTH="20%" VALIGN="TOP" HEIGHT="4">
          <p></p>
        </td>
      </tr>
    </table>
    <b><i><font SIZE="3">
    <p ALIGN="JUSTIFY">Debt Rating</font></i></b><font SIZE="3"> means, as of
    any date of determination, the rating as determined by either S&amp;P or
    Moody's (collectively, the &quot;<b><i>Debt Ratings</i></b>&quot;) of the
    Borrower's non-credit-enhanced, senior unsecured long-term debt; <i>provided
    that</i> if a Debt Rating is issued by each of the foregoing rating
    agencies, then the higher of such Debt Ratings shall apply (with the Debt
    Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing
    Level 5 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>
    <p ALIGN="JUSTIFY">Initially, the Applicable Rate shall be determined based
    upon the Debt Rating specified in the certificate delivered pursuant to <b><i>Section
    4.01(a)(v)</i></b>. Thereafter, each change in the Applicable Rate resulting
    from a publicly announced change in the 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>
    <b><i>
    <p ALIGN="JUSTIFY">Arranger</i></b> means each of Banc of America Securities
    LLC and Merrill Lynch &amp; Co., Merrill Lynch, Pierce, Fenner &amp; Smith
    Incorporated, each in its capacity as joint lead arranger and joint book
    runner.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Assignment and Assumption</i></b> means an Assignment and
    Assumption substantially in the form of <b><i>Exhibit F</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Attributable Indebtedness</i></b> means, on any date, (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, and (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.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Audited Financial Statements</i></b> means the audited
    Financial Statements of the Borrower and its Subsidiaries for the fiscal
    year ended December 31, 2001.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">2</p>
    <b><i>
    <p ALIGN="JUSTIFY">Bank of America</i></b> means Bank of America, N.A. and
    its successors.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Base Rate</i></b> means, for any day, a fluctuating rate
    per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1%
    and (b) the rate of interest in effect for such day as publicly announced
    from time to time by Bank of America as its &quot;<i>prime rate</i>.&quot;
    The &quot;<i>prime rate</i>&quot; is a rate set by Bank of America based
    upon various factors including Bank of America'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.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Base Rate Loan</i></b> means a Borrowing that bears
    interest based on the Base Rate.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Board</i></b> means the Board of Governors of the Federal
    Reserve System of the United States of America.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Borrower</i></b> has the meaning set forth in the
    introductory paragraph hereto.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Borrowing</i></b> means a borrowing consisting of
    simultaneous Loans of the same Type and, in the case of Eurodollar Rate
    Loans, having the same Interest Period made by each of the Lenders pursuant
    to <b><i>Section 2.01</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Business Day</i></b> 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, Dallas, Texas or New York, New York,
    and, if such day relates to any Eurodollar Rate Loan, means any such day on
    which dealings in Dollar deposits are conducted by and between banks in the
    London interbank eurodollar market.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Capitalization</i></b> means, on any date, Total Debt
    plus Consolidated Net Worth.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Change of Control</i></b> means, with respect to any
    Person, an event or series of events by which:</p>
    <p ALIGN="JUSTIFY">(a) any &quot;<i>person</i>&quot; or &quot;<i>group</i>&quot;
    (as such terms are used in<i> Sections 13(d) </i>and<i> 14(d) </i>of the<i>
    Securities Exchange Act of 1934</i>, 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 &quot;<i>beneficial owner</i>&quot; (as defined in <i>Rules
    13d-3</i> and <i>13d-5</i> under the <i>Securities Exchange Act of 1934</i>,
    except that a person or group shall be deemed to have &quot;<i>beneficial
    ownership</i>&quot; of all securities that such person or group has the
    right to acquire (such right, an &quot;<b><i>option right</i></b>&quot;), if
    such right is exercisable immediately or within 60 days), directly or
    indirectly, of 35% or more of the equity securities of such Person entitled
    to vote for members of the board of directors or equivalent governing body
    of such Person 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>
    <p ALIGN="JUSTIFY">(b) during any period of 12 consecutive months, a
    majority of the members of the board of directors or other equivalent
    governing body of such Person cease to be composed of individuals (i) who
    were members of that board or equivalent governing body on the first day of
    such period, (ii) whose election or nomination to that board or equivalent
    governing body was approved by individuals referred to in <b><i>clause (i)</i></b>
    above constituting at the time of such election or nomination at least a
    majority of that board or equivalent governing body, or (iii) whose election
    or nomination to that board or other equivalent governing body was approved
    by individuals </p>
    <p ALIGN="center">3</p>
    <p ALIGN="JUSTIFY">referred to in <b><i>clauses (i)</i></b> and <b><i>(ii)</i></b>
    above constituting at the time of such election or nomination at least a
    majority of that board or equivalent governing body.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Closing Date</i></b> means the first date all the
    conditions precedent in <b><i>Section 4.01</i></b> are satisfied or waived
    in accordance with <b><i>Section 4.01</i></b> (or, in the case of <b><i>Section
    4.01(b),</i></b> waived by the Person entitled to receive the applicable
    payment).</p>
    <b><i>
    <p ALIGN="JUSTIFY">Code</i></b> means the Internal Revenue Code of 1986.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Commitment</i></b> means, as to each Lender, its
    obligation to make Loans to the Borrower pursuant to <b><i>Section 2.01</i></b>,
    in an aggregate principal amount at any one time outstanding not to exceed
    the amount set forth on <b><i>Schedule 2.01</i></b> or in the Assignment and
    Assumption pursuant to which such Lender becomes a party hereto, as
    applicable, as such amount may be reduced or adjusted from time to time in
    accordance with this Agreement.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Commitment Letter</i></b> means the Commitment Letter
    dated as of April 29, 2002, as extended by the Commitment Extension
    Agreement dated as of June 10, 2002, among the Borrower, the Arrangers, the
    Administrative Agent, and the Syndication Agent.</p>
    <b><i>
    <p>Compliance Certificate</i></b> means a certificate substantially in the
    form of <b><i>Exhibit E</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Consenting Lenders</i></b> has the meaning set forth in <b><i>Section
    2.13(b).</p>
    <p ALIGN="JUSTIFY">Consolidated Net Worth</i></b> means, at any time,
    consolidated net stockholders equity of the Borrower and its Subsidiaries,
    determined in accordance with GAAP.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Contractual Obligation</i></b> 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>
    <b><i>
    <p ALIGN="JUSTIFY">Current Financials</i></b> means, at the time of any
    determination thereof, the more recently delivered to the Lenders of either
    (a)&nbsp;(i) the Audited Financial Statements, and (ii)&nbsp;the unaudited
    Financial Statements for the three-month period ended March&nbsp;31, 2002,
    calculated on a consolidated basis for the Borrower and its Subsidiaries, or
    (b)&nbsp;the Financial Statements required to be delivered under <b><i>Sections&nbsp;6.01(a)</i></b>
    or <b><i>(b)</i></b>, as the case may be.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Debt Rating</i></b> has the meaning set forth in the
    definition of &quot;<b><i>Applicable Rate</i></b>.&quot;</p>
    <b><i>
    <p ALIGN="JUSTIFY">Debtor Relief Laws</i></b> means the Bankruptcy Code of
    the United States of America, 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 of America or other applicable
    jurisdictions from time to time in effect and affecting the rights of
    creditors generally.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Default</i></b> 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>
    <b><i>
    <p ALIGN="JUSTIFY">Default Rate</i></b> means an interest rate equal to (a)
    with respect to Base Rate Loans, (i)&nbsp;the Base Rate <i>plus</i> (ii) the
    Applicable Rate, if any, for Base Rate Loans <i>plus</i> (iii) 2.0% per
    annum, and (b) with respect to a Eurodollar Rate Loan, (i) the Eurodollar
    Rate for such Eurodollar Loan <i>plus</i> (ii) the </p>
    <p ALIGN="center">4</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">Applicable Rate for Eurodollar Rate Loans <i>plus</i>
    (iii) 2.0% per annum, in each case to the fullest extent permitted by
    applicable Laws.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Defaulting Lender</i></b> means any Lender that (a) has
    failed to fund any portion of any Loan required to be funded by it hereunder
    within one Business Day of the date required to be funded by it hereunder,
    (b) has otherwise failed to pay over to the Administrative Agent or any
    other Lender any other amount required to be paid by it hereunder within one
    Business Day of the date when due, unless the subject of a good faith
    dispute, or (c) has been deemed insolvent or become the subject of a
    bankruptcy or insolvency proceeding.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Dispose</i></b> means the sale, conveyance, transfer,
    license, or other disposition (including any sale and leaseback transaction)
    of any property by any Person.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Dollar</i></b> and <b><i>$</i></b> means lawful money of
    the United States of America.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Eligible Assignee</i></b> has the meaning specified in <b><i>Section
    10.07(h).</p>
    <p ALIGN="JUSTIFY">Environmental Laws</i></b> means all Laws relating to
    environmental, health, safety, and land use matters applicable to any
    property.</p>
    <b><i>
    <p ALIGN="JUSTIFY">ERISA</i></b> means the Employee Retirement Income
    Security Act of 1974 and any regulations issued pursuant thereto.</p>
    <b><i>
    <p ALIGN="JUSTIFY">ERISA Affiliate</i></b> means any trade or business
    (whether or not incorporated) under common control with the Borrower within
    the meaning of <i>Section 414(b) </i>or<i> (c) </i>of the<i> </i>Code (and <i>Sections
    414(m) </i>and<i> (o) </i>of the<i> </i>Code for purposes of provisions
    relating to <i>Section 412 </i>of the<i> </i>Code).</p>
    <b><i>
    <p ALIGN="JUSTIFY">ERISA Event</i></b> means (a) a Reportable Event with
    respect to a Pension Plan, (b) a withdrawal by the Borrower or any ERISA
    Affiliate from a Pension Plan subject to <i>Section 4063 </i>of ERISA during
    a plan year in which it was a substantial employer (as defined in <i>Section&nbsp;4001(a)(2)
    </i>of<i> </i>ERISA) or a cessation of operations that is treated as such a
    withdrawal under <i>Section 4062(e) </i>of<i> </i>ERISA<i>,</i> (c) a
    complete or partial withdrawal by the Borrower or any ERISA Affiliate from a
    Multiemployer Plan or notification that a Multiemployer Plan is in
    reorganization, (d) the filing of a notice of intent to terminate, the
    treatment of a Plan amendment as a termination under <i>Sections 4041 </i>or
    <i>4041A </i>of<i> </i>ERISA, or the commencement of proceedings by the PBGC
    to terminate a Pension Plan or Multiemployer Plan, (e) an event or condition
    which constitutes grounds under <i>Section 4042 </i>of<i> </i>ERISA for the
    termination of, or the appointment of a trustee to administer, any Pension
    Plan or Multiemployer Plan, or (f) the imposition of any liability under <i>Title
    IV </i>of<i> </i>ERISA, other than PBGC premiums due but not delinquent
    under <i>Section 4007 </i>of ERISA, upon the Borrower or any ERISA
    Affiliate.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Eurodollar Rate</i></b> means, for any Interest Period,
    with respect to any Eurodollar Rate Loan:</p>
    <p ALIGN="JUSTIFY">(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 Dollars
    (for delivery on the first day of such Interest Period) with a term
    equivalent to such Interest Period, determined as of approximately 11:00
    a.m. (London time) two Business Days prior to the first day of such Interest
    Period; or</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">5</p>
    <p ALIGN="JUSTIFY">(b) if the rate referenced in the preceding <b><i>clause
    (a)</i></b> 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 Dollars (for delivery on the first day of
    such Interest Period) with a term equivalent to such Interest Period,
    determined as of approximately 11:00 a.m. (London time) two Business Days
    prior to the first day of such Interest Period; or</p>
    <p ALIGN="JUSTIFY">(c) if the rates referenced in the preceding <b><i>clauses
    (a)</i></b> and <b><i>(b)</i></b> are not available, the rate per annum
    determined by the Administrative Agent as the rate of interest (rounded
    upward to the next 1/100th of 1%) at which deposits in Dollars for delivery
    on the first day of such Interest Period in same day funds in the
    approximate amount of the Eurodollar 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's London Branch to major banks in
    the London interbank eurodollar market at their request at approximately
    11:00 a.m. (London time) two Business Days prior to the first day of such
    Interest Period.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Eurodollar Rate Loan</i></b> means a Borrowing that bears
    interest at a rate based on the Eurodollar Rate.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Event of Default</i></b> means any of the events or
    circumstances specified in <b><i>Section 8.01</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Extension Effective Date </i></b>has the meaning set
    forth in <b><i>Section 2.13(b).</p>
    <p ALIGN="JUSTIFY">Facility Fee</i></b> has the meaning set forth in <b><i>Section
    2.08(a)</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Federal Funds Rate</i></b> 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
    on the Business Day next succeeding such day; <i>provided</i> <i>that</i>
    (a) 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) if no such rate
    is so published on such next succeeding Business Day, the Federal Funds Rate
    for such day shall be the average rate (rounded upwards to the nearest 1/100
    of 1%) charged to Bank of America on such day on such transactions as
    determined by the Administrative Agent.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Financial Statements</i></b> means balance sheets,
    statements of operations, and statements of cash flows prepared in
    accordance with GAAP (including the notes thereto), which statements of
    operations and statements of cash flows shall be in comparative form to the
    corresponding period of the preceding fiscal year, and which balance sheets
    shall be in comparative form to the corresponding date of the preceding
    fiscal year. In addition, any annual Financial Statements must include
    statements of shareholders' equity prepared in accordance with GAAP, which
    statements of shareholders' equity shall be in comparative form to the prior
    fiscal year-end figures.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Foreign Lender</i></b> has the meaning specified in <b><i>Section
    10.15</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">GAAP</i></b> 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</p>
    <p ALIGN="center">6</p>
    <p ALIGN="JUSTIFY">&nbsp;United States, that are applicable to the
    circumstances as of the date of determination, consistently applied. 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 Borrower
    or the Required Lenders shall so request, the Administrative Agent, the
    Lenders, and the Borrower 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); <i>provided
    that</i>, until so amended, (a) such ratio or requirement shall continue to
    be computed in accordance with GAAP prior to such change therein, and (b)
    the Borrower 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.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Governmental Authority</i></b> means any nation or
    government, any state or other political subdivision thereof, any agency,
    authority, instrumentality, regulatory body, court, administrative tribunal,
    central bank, or other entity exercising executive, legislative, judicial,
    taxing, regulatory, or administrative powers or functions of or pertaining
    to government, and any corporation or other entity owned or controlled,
    through stock or capital ownership or otherwise, by any of the foregoing.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Guaranty Obligation</i></b> means, as to any Person, (a)
    any obligation, contingent or otherwise, of such Person guaranteeing or
    having the economic effect of guaranteeing any Indebtedness or other
    obligation of another Person (the &quot;<i>primary obligor</i>&quot;) in any
    manner, whether directly or indirectly, and including any obligation of such
    Person, direct or indirect, (i) to purchase or pay (or advance or supply
    funds for the purchase or payment of) such Indebtedness or other obligation,
    (ii) 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 of such Indebtedness or other obligation, (iii) 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 other obligation, or
    (iv) entered into for the purpose of assuring in any other manner the
    obligee in respect of such Indebtedness or other obligation of the payment
    thereof or to protect such obligee against loss in respect thereof (in whole
    or in part), or (b) 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; <i>provided that</i>
    the term &quot;<i>Guaranty Obligation</i>&quot; shall not include
    endorsements of instruments for deposit or collection in the ordinary course
    of business. The amount of any Guaranty Obligation 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 Guaranty Obligation
    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.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Indebtedness</i></b> means, as to any Person at a
    particular time, all of the following:</p>
    <p ALIGN="JUSTIFY">(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>
    <p ALIGN="JUSTIFY">(b) all direct or contingent obligations of such Person
    arising under letters of credit (including standby and commercial), banker's
    acceptances, bank guaranties, surety bonds, and similar instruments;</p>
    <p ALIGN="JUSTIFY">(c) net obligations of such Person under any Swap
    Contract in an amount equal to the Swap Termination Value payable by such
    Person;</p>
    <p ALIGN="center">7</p>
    <p ALIGN="center">&nbsp;</p>
    <p ALIGN="JUSTIFY">(d) all obligations of such Person to pay the deferred
    purchase price of property or services (other than accounts payable, and
    accrued liabilities, as each arise in the ordinary course of business);</p>
    <p ALIGN="JUSTIFY">(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>
    <p ALIGN="JUSTIFY">(f) capital leases and Synthetic Lease Obligations; and</p>
    <p ALIGN="JUSTIFY">(g) all Guaranty Obligations of such Person in respect of
    any of the foregoing.</p>
    <p ALIGN="JUSTIFY">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,
    unless such Indebtedness is expressly made non-recourse to such Person. The
    amount of any capital lease or Synthetic Lease Obligation as of any date
    shall be deemed to be the amount of Attributable Indebtedness in respect
    thereof as of such date.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Indemnified Liabilities</i></b> has the meaning set forth
    in <b><i>Section 10.05</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Indemnitees</i></b><i> </i>has the meaning set forth in <b><i>Section
    10.05</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Interest Payment Date</i></b> means (a) as to any
    Eurodollar Rate Loan, the last day of each Interest Period applicable to
    such Eurodollar Rate Loan; <i>provided that</i>, if any Interest Period for
    a Eurodollar 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, (b) as to any Base Rate Loan, the last Business Day
    of each March, June, September, and December and the Maturity Date, and (c)
    as to any Loan, the date such Loan becomes due and payable in accordance
    with this Agreement.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Interest Period</i></b> means, with respect to a
    Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate
    Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and
    ending on the date one, two, three, or six months thereafter, as selected by
    the Borrower in its Loan Notice or such other period of nine or twelve
    months that is requested by the Borrower and consented to by all the
    Lenders; <i>provided</i> <i>that</i>:</p>
    <p ALIGN="JUSTIFY">(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;</p>
    <p ALIGN="JUSTIFY">(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>
    <p ALIGN="JUSTIFY">(iii) no Interest Period shall extend beyond the
    scheduled Maturity Date.</p>
    <b><i>
    <p ALIGN="JUSTIFY">IRS</i></b> means the United States Internal Revenue
    Service.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">8</p>
    <b><i>
    <p ALIGN="JUSTIFY">Laws</i></b> means, collectively, all international,
    foreign, Federal, state, and local statutes, treaties, rules, guidelines,
    regulations, ordinances, codes, and administrative or judicial precedents or
    authorities, 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.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Lender</i></b> has the meaning specified in the
    introductory paragraph.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Lending Office</i></b> means, as to any Lender, the
    office or offices of such Lender described as such on <b><i>Schedule 10.02</i></b>,
    or such other office or offices as a Lender may from time to time notify the
    Borrower and the Administrative Agent.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Lien</i></b> means any mortgage, pledge, hypothecation,
    assignment, deposit arrangement, encumbrance, lien (statutory or other),
    charge, or preference, priority, or other security interest or preferential
    arrangement of any kind or nature whatsoever (including any conditional sale
    or other title retention agreement, any financing lease having substantially
    the same economic effect as any of the foregoing, and the filing of any
    financing statement under the Uniform Commercial Code or comparable Laws of
    any jurisdiction), including the interest of a purchaser of accounts
    receivable.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Line Acquisition </i></b>means the acquisition of certain
    access lines from Verizon South</font>, Inc. <font SIZE="3">pursuant to the
    Line Purchase Agreement.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Line Purchase Agreement</i></b> means the Asset Purchase
    Agreement dated as of October 31, 2001, between Newco No. 1, Inc., now known
    as Kentucky ALLTEL, Inc., a Subsidiary of the Borrower, and Verizon South,
    Inc.</p>
    <b><i>
    <p>Loan</i></b> has the meaning specified in <b><i>Section 2.01</i></b>,
    and, from and after the Term Conversion Date, means the Term Loan.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Loan Documents</i></b> means (a) this Agreement, (b) each
    Note, (c) the Administrative Fee Agreement, (d) each Loan Notice, (e) each
    Compliance Certificate, (f)&nbsp;all agreements, documents, instruments, and
    certificates in favor of the Administrative Agent or any Lender (or the
    Administrative Agent on behalf of Lenders) ever delivered in connection with
    or under this Agreement or otherwise delivered in connection with all or any
    part of the Obligations evidenced by this Agreement, and (g)&nbsp;all
    renewals, extensions, and restatements of, and amendments and supplements
    to, any of the foregoing.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Loan Notice</i></b> means a notice of (a) a Borrowing,
    (b) a conversion of Loans from one Type to the other, or (c) a continuation
    of Eurodollar Rate Loans, in each case pursuant to <b><i>Section 2.02(a),</i></b>
    which, if in writing, shall be substantially in the form of <b><i>Exhibit A</i></b>.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Material Adverse Effect</i></b> means, on any date of
    determination, (a) a material adverse change in the financial condition or
    operations of the Borrower and its Subsidiaries taken as a whole, (b) a
    material impairment of the ability of the Borrower to perform its
    obligations under any Loan Document to which it is a party, or (c) a
    material adverse effect upon the legality or enforceability against the
    Borrower of any Loan Document to which it is a party.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Maturity Date</i></b> means the Termination Date;</font><i>
    <font SIZE="3">provided that</font></i><font SIZE="3">, if the Loans are
    converted to a Term Loan pursuant to <b><i>Section&nbsp;2.14</i></b>, from
    and after such conversion, <b><i>&quot;Maturity Date&quot;</i></b> means the
    first anniversary of the Term Conversion Date.</font></p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center"><font SIZE="3">9</p>
    <b><i>
    <p ALIGN="JUSTIFY">Moody's</i></b> means Moody's Investors Service, Inc.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Multiemployer Plan</i></b> means any employee benefit
    plan of the type described in <i>Section&nbsp;4001(a)(3) </i>of ERISA, to
    which the Borrower 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>
    <b><i>
    <p ALIGN="JUSTIFY">Note</i></b> means a promissory note made by the Borrower
    in favor of a Lender evidencing the Loans made by such Lender, substantially
    in the form of <b><i>Exhibit&nbsp;D.</p>
    <p ALIGN="JUSTIFY">Obligations</i></b> means all advances to, and debts,
    liabilities, obligations, covenants, and duties of, the Borrower arising
    under any and all Loan Documents or otherwise with respect to any Loan,
    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 that accrues after the commencement by or
    against the Borrower 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>
    <b><i>
    <p ALIGN="JUSTIFY">Organization Documents</i></b> means (a) 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) with respect to any limited liability company, the
    certificate or articles of formation or organization and operating
    agreement, and (c) 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 with the applicable Governmental Authority in the jurisdiction
    of its formation or organization, in each case as amended from time to time.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Participant</i></b> has the meaning specified in <b><i>Section
    10.07(d).</p>
    <p ALIGN="JUSTIFY">PBGC</i></b> means the Pension Benefit Guaranty
    Corporation.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Pension Plan</i></b> means any &quot;<i>employee pension
    benefit plan</i>&quot; (as such term is defined in <i>Section&nbsp;3(2) </i>of<i>
    </i>ERISA), other than a Multiemployer Plan, that is subject to <i>Title IV </i>of
    ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate
    or to which the Borrower or any ERISA Affiliate contributes or has an
    obligation to contribute, or in the case of a multiple employer or other
    plan (as described in <i>Section 4064(a) </i>of<i> </i>ERISA) has made
    contributions at any time during the immediately preceding five plan years.</p>
    </font>
    <p><b><i><font SIZE="3">Permitted Successor Corporation</font></i></b><font SIZE="3">
    means any corporation (other than the Borrower) that is the survivor of a
    merger or consolidation with the Borrower, <i>so long as</i>:</p>
    <p ALIGN="JUSTIFY">(a) immediately after giving effect to such merger or
    consolidation, such surviving corporation shall have then-effective debt
    ratings (or implied debt ratings) published by Moody's and S&amp;P
    applicable to such surviving corporation's senior, unsecured,
    non-credit-enhanced, long term debt, equal to or higher than BBB- by S&amp;P
    and Baa3 by Moody's;</p>
    <p ALIGN="JUSTIFY">(b) such surviving corporation shall be a corporation
    organized and existing under the laws of the United States of America, any
    state thereof or the District of Columbia, and shall expressly assume all of
    the Borrower's obligations for the due and punctual payment of the
    Obligations and the performance or observance of the Loan Documents;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">10</p>
    <p ALIGN="JUSTIFY">(c) the Borrower shall have delivered to the
    Administrative Agent a certificate signed by a Responsible Officer of the
    Borrower stating that such surviving corporation complies with the
    requirements for a Permitted Successor Corporation set forth in this
    definition and that such merger or consolidation is permitted under <b><i>Section
    7.04</i></b>;</p>
    <p ALIGN="JUSTIFY">(d) no Change of Control<i> </i>shall have occurred as a
    result of such merger or consolidation; and</p>
    <p ALIGN="JUSTIFY">(e) on and prior to the closing of any such merger or
    consolidation, such merger and consolidation shall have been approved and
    recommended by the Board of Directors of the Borrower.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Person</i></b> means any individual, trustee, natural
    person, corporation, general partnership, limited partnership, limited
    liability company, joint stock company, trust, unincorporated organization,
    association, bank, business association, firm, joint venture, Governmental
    Authority, or other entity.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Plan</i></b> means any &quot;<i>employee benefit plan</i>&quot;
    (as such term is defined in <i>Section 3(3) </i>of<i> </i>ERISA) established
    by the Borrower or, with respect to any such plan that is subject to <i>Section
    412</i> of the Code or </font><i>Title&nbsp;IV</i> of ERISA, any<font SIZE="3">
    ERISA Affiliate.</p>
    </font>
    <p ALIGN="JUSTIFY"><b><i><font SIZE="3">Principal Debt </font></i></b><font SIZE="3">means,
    on any date of determination, the aggregate outstanding principal amount of
    all Borrowings, after giving effect to any Borrowings, prepayments, or
    repayments occurring on such date.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Pro Rata Share</i></b> means, with respect to each
    Lender, unless expressly specified herein, (a) with respect to an amount to
    be loaned or otherwise paid by such Lender hereunder, a reduction of the
    Total Commitment,&nbsp;a payment of the Facility Fee to such Lender,
    or&nbsp;a determination of the Voting Percentage of such Lender, in each
    case at any time prior to the earlier of the Termination Date or the Term
    Conversion Date, a fraction (expressed as a percentage, carried out to the
    ninth decimal place), the numerator of which is the amount&nbsp;of the
    Commitment&nbsp;of such Lender at such time and the denominator of which is
    the amount of the Total Commitment at such time, (b) with respect to an
    amount to be paid by such Lender hereunder or&nbsp;a payment of the Facility
    Fee to such Lender, in each case on or after the earlier of the Termination
    Date or the Term Conversion Date, a fraction (expressed as a percentage,
    carried out to the ninth decimal place), the numerator of which is the
    amount of the Principal Debt owed to such Lender at such time and the
    denominator of which is the amount of the aggregate Principal Debt owed to
    all Lenders at such time, and (c) with respect to an amount to be paid to or
    for the account of&nbsp;such Lender (other than the Facility Fee) at any
    time, a fraction (expressed as a percentage, carried out to the ninth
    decimal place), the numerator of which is the amount of the Principal Debt
    owed to such Lender at such time and the denominator of which is the amount
    of the Principal Debt owed to all Lenders at such time.&nbsp;</p>
    <b><i>
    <p ALIGN="JUSTIFY">Register</i></b> has the meaning set forth in <b><i>Section
    10.07(c).</p>
    <p ALIGN="JUSTIFY">Reportable Event</i></b> means any of the events set
    forth in <i>Section 4043(c) </i>of<i> </i>ERISA, other than events for which
    the 30 day notice period has been waived.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Required Lenders</i></b> means, as of any date of
    determination, at least two Lenders whose Voting Percentages aggregate more
    than 50%.</p>
    <p ALIGN="center">11</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <b><i>
    <p ALIGN="JUSTIFY">Responsible Officer</i></b> means the chairman, the chief
    executive officer, the president, the chief operating officer, any executive
    vice president, the chief financial officer, or the treasurer of the
    Borrower. Any document delivered hereunder that is signed by a Responsible
    Officer of the Borrower shall be conclusively presumed to have been
    authorized by all necessary corporate, partnership, and/or other action on
    the part of the Borrower and such Responsible Officer shall be conclusively
    presumed to have acted on behalf of the Borrower.</p>
    <b><i>
    <p ALIGN="JUSTIFY">S&amp;P</i></b> means Standard &amp; Poor's Ratings
    Services, a division of The McGraw-Hill Companies, Inc.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Subsidiary</i></b> 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 &quot;<i>Subsidiary</i>&quot;
    or to &quot;<i>Subsidiaries</i>&quot; shall refer to a Subsidiary or
    Subsidiaries of the Borrower.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Swap Contract</i></b> means (a) any and all rate swap
    transactions, basis swaps, credit derivative transactions, forward rate
    transactions, commodity swaps, commodity options, forward 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, and (b) any and all transactions of any
    kind, and the related confirmations, which are subject to the terms and
    conditions of, or governed by, any form of master agreement published by the
    International Swaps and Derivatives Association, Inc., any International
    Foreign Exchange Master Agreement, or any other master agreement (any such
    master agreement, together with any related schedules, a &quot;<i>Master
    Agreement</i>&quot;), including any such obligations or liabilities under
    any Master Agreement.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Swap Termination Value</i></b> 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)
    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) for any date prior to the date referenced in
    the preceding <b><i>clause (a)</i></b> the amount(s) determined as the
    mark-to-market value(s) for such Swap Contracts, as determined based upon
    one or more readily available quotations provided by any recognized dealer
    in such Swap Contracts (which may include any Lender).</p>
    <b><i>
    <p ALIGN="JUSTIFY">Syndication Agent</i></b> means Merrill Lynch &amp; Co.,
    Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated, in its capacity as
    the Syndication Agent, or any successor syndication agent.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Synthetic Lease Obligation</i></b> means any synthetic
    lease, tax retention operating lease, off-balance sheet loan, or similar
    off-balance sheet financing product where such transaction is considered
    borrowed money indebtedness for tax purposes but is classified, for
    accounting purposes, as an operating lease, rather than a capital lease.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Term Conversion Date</i></b> means the date upon which
    the Principal Debt is converted to a Term Loan in accordance with <b><i>Section&nbsp;2.14</i></b>.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">12</p>
    <b><i>
    <p>Term Conversion Election </i></b>has the meaning set forth in <b><i>Section&nbsp;2.14(a)</i></b>.</p>
    <b><i>
    <p>Term Loan</i></b> means the Principal Debt from and after the Term
    Conversion Date.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Termination Date </i></b>means the <i>earlier</i> of
    either (a) July 30, 2003, as such date may be extended pursuant to and in
    accordance with <b><i>Section&nbsp;2.13</i></b>, or (b) the effective date
    of any other termination or cancellation of the Lenders' Commitments to lend
    under and in accordance with this Agreement.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Total Commitment</i></b> means, on any date of
    determination, the <i>sum</i> of all Commitments then in effect for all the
    Lenders (as the same may have been reduced or canceled as provided in the
    Loan Documents).</p>
    </font>
    <p ALIGN="JUSTIFY"><b><i><font SIZE="3">Total Debt</font></i></b><font SIZE="3">
    means (without duplication) all Indebtedness of the Borrower and its
    Subsidiaries on a consolidated basis, but excluding any Indebtedness
    described in <b><i>clause (c)</i></b> of the definition of &quot;<i>Indebtedness</i>&quot;
    in this <b><i>Section 1.01.</i></p>
    <i>
    <p ALIGN="JUSTIFY">Type</i></b> means a Borrowing's character as a Base Rate
    Loan or a Eurodollar Rate Loan.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Unfunded Pension Liability</i></b> means the excess of a
    Pension Plan's benefit liabilities under <i>Section 4001(a)(16) </i>of<i> </i>ERISA,
    over the current value of that Pension Plan's assets, determined in
    accordance with the assumptions used for funding the Pension Plan pursuant
    to <i>Section 412 </i>of the Code for the applicable plan year.</p>
    <b><i>
    <p ALIGN="JUSTIFY">Utilization Fee</i></b> has the meaning set forth in <b><i>Section
    2.08(b).</p>
    <p ALIGN="JUSTIFY">Voting Percentage</i></b> means, as to any Lender, (a) at
    any time prior to the earlier of the Termination Date or the Term Conversion
    Date, such Lender's Pro Rata Share and (b) at any time from and after the
    earlier of the Termination Date or the Term Conversion Date, the percentage
    (carried out to the ninth decimal place) which (i) the Principal Debt owed
    to such Lender bears to (ii) the Principal Debt owed to all Lenders; <i>provided
    that</i> any Defaulting Lender's Voting Percentage shall be deemed to be -0-,
    and the respective Pro Rata Shares and Voting Percentages of the other
    Lenders shall be recomputed for purposes of this definition and the
    definition of &quot;<i>Required Lenders</i>&quot; without regard to such
    Defaulting Lender's Commitment or the Principal Debt owed to such Defaulting
    Lender.</p>
    <b><i>
    <p ALIGN="JUSTIFY"><a NAME="_Toc448038478">Wireless Acquisition</a></i></b><a NAME="_Toc448038478">
    means the acquisition of certain wireless assets from CenturyTel Inc.
    pursuant to the Wireless Purchase Agreement.<b><i></p>
    <p ALIGN="JUSTIFY">Wireless Purchase Agreement</i></b> means the Stock
    Purchase Agreement dated as of March 19, 2002, between ALLTEL
    Communications, Inc. and CenturyTel Inc.</p>
    </a>
    </ol>
</ol>
<blockquote>
  <blockquote>
    <b>1.02&nbsp; </b><a NAME="_Toc14491626"><b>Other Interpretive Provisions.</b></a>
  </blockquote>
</blockquote>
  </font>
<ol>
  <ol>
    <font SIZE="3">
    <p ALIGN="JUSTIFY">(a) The meanings of defined terms are equally applicable
    to the singular and plural forms of the defined terms.</p>
    <p ALIGN="JUSTIFY">(b) (i) The words &quot;<b><i>herein</i></b>&quot; and
    &quot;<b><i>hereunder</i></b>&quot; and words of similar import when used in
    any Loan Document shall refer to such Loan Document as a whole and not to
    any particular provision thereof.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">13</p>
    <p ALIGN="JUSTIFY">(ii) Unless otherwise specified herein, <b><i>Article</i></b>,
    <b><i>Section</i></b>, <b><i>Exhibit,</i></b> and <b><i>Schedule </i></b>references
    are to this Agreement.</p>
    <p ALIGN="JUSTIFY">(iii) The term &quot;<b><i>including</i></b>&quot; is by
    way of example and not limitation.</p>
    <p ALIGN="JUSTIFY">(iv) The term &quot;<b><i>documents</i></b>&quot;
    includes any and all instruments, documents, agreements, certificates,
    notices, reports, financial statements, and other writings, however
    evidenced, whether in physical or electronic form.</p>
    <p ALIGN="JUSTIFY">(c) In the computation of periods of time from a
    specified date to a later specified date, the word &quot;<b><i>from</i></b>&quot;
    means &quot;<b><i>from and including</i></b>;&quot; the words &quot;<b><i>to</i></b>&quot;
    and &quot;<b><i>until</i></b>&quot; each mean &quot;<b><i>to but excluding</i></b>;&quot;
    and the word &quot;<b><i>through</i></b>&quot; means &quot;<b><i>to and
    including</i></b>.&quot;</p>
    <p ALIGN="JUSTIFY">(d) 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.</p>
    </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  1.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491627"><b>Accounting Terms.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
    <p ALIGN="JUSTIFY">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, 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>
    </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  1.04&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491628"><b>Rounding.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
    <p ALIGN="JUSTIFY">Any financial ratios required to be maintained by the
    Borrower 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).</p>
    </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  1.05&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491629"><b>References to Agreements and Laws.</b></a>
  </font>
<ol>
  <font SIZE="3">
    <blockquote>
    <p ALIGN="JUSTIFY">Unless otherwise expressly provided herein,
    (a)&nbsp;references to Organization Documents, agreements (including the
    Loan Documents), and other contractual instruments shall be deemed to
    include all subsequent amendments, restatements, extensions, supplements,
    and other modifications thereto, but only to the extent that such
    amendments, restatements, extensions, supplements, and other modifications
    are not prohibited by any Loan Document, and (b) references to any Law shall
    include all statutory and regulatory provisions consolidating, amending,
    replacing, supplementing, or interpreting such Law.</p>
    </blockquote>
  </font>
</ol>
<p align="center" style="margin-top: 0; margin-bottom: 0"><b>ARTICLE II.</b>
<p align="center" style="margin-top: 0; margin-bottom: 0"><b>THE</b><a NAME="_Toc14491630"><b>
COMMITMENTS and LOANS</b></a></p>
  <b>
  <font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  2.01&nbsp;&nbsp;&nbsp; </font><a NAME="_Toc14491631"><font SIZE="3">Loans.</font></a>
<ol>
  <ol>
  </b><font SIZE="3">
  <p ALIGN="JUSTIFY">Subject to the terms and conditions set forth herein, each
  Lender severally agrees to make loans (each such loan, a &quot;<b><i>Loan</i></b>&quot;)
  to the Borrower from time to time, on any Business Day from the Closing Date
  to the Termination Date, in an aggregate amount not to exceed at any time
  outstanding the amount of such Lender's Commitment; <i>provided that</i>,
  after giving effect to any Borrowing, (i) the aggregate Principal Debt shall
  not exceed the Total Commitment, and (ii) the Principal Debt owed to any
  Lender shall not exceed such Lender's Commitment. Within the limits of each
  Lender's Commitment, and subject to the other terms and conditions hereof, the
  Borrower may borrow under this <b><i>Section 2.01</i></b>, prepay under <b><i>Section
  2.03</i></b>, and reborrow under this <b><i>Section 2.01</i></b>. Loans may be
  Base Rate Loans or Eurodollar Rate Loans, as further provided herein.</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">14</p>
  <b>
  <p ALIGN="JUSTIFY">2.02&nbsp;&nbsp;&nbsp; <a NAME="_Toc14491632">Borrowings, Conversions, and
  Continuations of Loans.</a></b></p>
  <p ALIGN="JUSTIFY">(a) Each Borrowing, each conversion of Borrowings from one
  Type to the other, and each continuation of Eurodollar Rate Loans shall be
  made upon the Borrower'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 10:00 a.m., Dallas, Texas time, (i) three
  Business Days prior to the requested date of any Borrowing of, conversion to,
  or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar
  Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing
  of Base Rate Loans; <i>provided that,</i> if the Borrower wishes to request
  Eurodollar Rate Loans having an Interest Period other than one, two, three, or
  six months in duration as provided in the definition of &quot;<b><i>Interest
  Period</i></b><i>,</i>&quot; the applicable notice must be received by the
  Administrative Agent not later than 10:00 a.m., Dallas, Texas time, four
  Business Days prior to the requested date of Borrowing, conversion, or
  continuation. Each such telephonic notice must be confirmed promptly by
  delivery to the Administrative Agent of a written Loan Notice, appropriately
  completed and signed by a Responsible Officer of the Borrower. Each Borrowing
  of, conversion to, or continuation of Eurodollar Rate Loans shall be in a
  principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
  thereof. Each Borrowing of, or conversion to, Base Rate Loans shall be in a
  principal amount of $1,000,000 or a whole multiple of $500,000 in excess
  thereof. Each Loan Notice (whether telephonic or written) shall specify (i)
  whether the Borrower is requesting a Borrowing, a conversion of Borrowings
  from one Type to the other, or a continuation of Borrowings as the same Type,
  (ii) the requested date of the Borrowing, conversion, or continuation, as the
  case may be (which shall be a Business Day), (iii) the principal amount of
  Loans to be borrowed, converted, or continued, (iv) the Type of Borrowings to
  be borrowed or to which existing Borrowings are to be converted, and (v) if
  applicable, the duration of the Interest Period with respect thereto. If the
  Borrower fails to specify a Type of Borrowing in a Loan Notice or if the
  Borrower fails to give a timely notice requesting a conversion or
  continuation, then the applicable Borrowing shall be made or continued as, or
  converted to, Base Rate Loans. Any such 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 Eurodollar Rate Loans. If the Borrower
  requests a Borrowing of, conversion to, or continuation of Eurodollar Rate
  Loans in any such Loan Notice, but fails to specify an Interest Period, it
  will be deemed to have specified an Interest Period of one month.</p>
  <p ALIGN="JUSTIFY">(b) Following receipt of a Loan Notice, the Administrative
  Agent shall promptly notify each Lender of the amount of its Pro Rata Share of
  the applicable Borrowings, and if no timely notice of a conversion or
  continuation is provided by the Borrower, the Administrative Agent shall
  notify each Lender of the details of any automatic conversion to Base Rate
  Loans described in the preceding <b><i>subsection&nbsp;(a)</i></b>. Each
  Lender shall make its Pro Rata Share of each Borrowing available to the
  Administrative Agent in immediately available funds at the Administrative
  Agent's Office not later than 12:00 noon, Dallas, Texas time, on the Business
  Day specified in the applicable Loan Notice. Upon satisfaction of the
  applicable conditions set forth in <b><i>Section 4.02</i></b>, the
  Administrative Agent shall make all funds so received available to the
  Borrower no later than 2:00 p.m. Dallas, Texas time in like funds as received
  by the Administrative Agent either by (i) crediting the account of the
  Borrower on the books of Bank of America with the amount of such funds or (ii)
  wire transfer of such funds, in each case in accordance with instructions
  provided to (and reasonably acceptable to) the Administrative Agent by the
  Borrower.</p>
  <p ALIGN="JUSTIFY">(c) Except as otherwise provided herein, a Eurodollar Rate
  Loan may be continued or converted only on the last day of the Interest Period
  for such Eurodollar Rate Loan. During the existence of a Default or Event of
  Default, no Borrowings may be requested as, converted to, or continued as
  Eurodollar Rate Loans without the consent of the Required Lenders, and the
  Required Lenders may</p>
  <p ALIGN="center">15</p>
  <p ALIGN="JUSTIFY">demand that any or all of the then outstanding Eurodollar
  Rate Loans be converted immediately to Base Rate Loans.</p>
  <p ALIGN="JUSTIFY">(d) The Administrative Agent shall promptly notify the
  Borrower and the Lenders of the interest rate applicable to any Interest
  Period for Eurodollar Rate Loans upon determination of such interest rate. The
  determination of the Eurodollar Rate by the Administrative Agent shall be
  conclusive in the absence of manifest error. At any time that Base Rate Loans
  are outstanding, the Administrative Agent shall notify the Borrower and the
  Lenders of any change in Bank of America's prime rate used in determining the
  Base Rate promptly following the public announcement of such change.</p>
  <p ALIGN="JUSTIFY">(e) After giving effect to all Borrowings, all conversions
  of Borrowings from one Type to the other, and all continuations of Borrowings
  as the same Type, there shall not be more than 8 Interest Periods in effect on
  any day with respect to Borrowings.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  2.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491633"><b>Prepayments.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) The Borrower may, upon notice to the Administrative
  Agent, at any time or from time to time voluntarily prepay the Loans, in whole
  or in part, without premium or penalty; <i>provided</i> <i>that</i> (i) such
  notice must be received by the Administrative Agent not later than 10:00 a.m.,
  Dallas, Texas time, (A) three Business Days prior to any date of prepayment of
  Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans,
  (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
  $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (iii) any
  prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or
  a whole multiple of $500,000 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 Loans to be
  prepaid. The Administrative Agent will promptly notify each Lender of its
  receipt of each such notice and of the amount of such Lender's Pro Rata Share
  of such prepayment. If such notice is given by the Borrower, the 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
  Eurodollar Rate Loan shall be accompanied by all accrued interest thereon,
  together with any additional amounts then due and payable pursuant to <b><i>Section
  3.05</i></b>. Each such prepayment shall be applied to the Loans of the
  Lenders in accordance with their respective Pro Rata Shares.</p>
  <p ALIGN="JUSTIFY">(b) If, for any reason, the Principal Debt at any time
  exceeds the Total Commitment then in effect, the Borrower shall immediately
  prepay the Loans in an aggregate amount equal to such excess.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  2.04&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491634"><b>Reduction or Termination of Commitments.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Borrower may, upon notice to the Administrative Agent,
  terminate the Total Commitment, or permanently reduce the Total Commitment to
  an amount not less than the then outstanding Principal Debt; <i>provided that</i>
  (i) any such notice shall be received by the Administrative Agent not later
  than 10:00 a.m., Dallas, Texas time, five Business Days prior to the date of
  termination or reduction, and (ii) any such partial reduction shall be in an
  aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess
  thereof. The Administrative Agent shall promptly notify the Lenders of any
  such notice of reduction or termination of the Total Commitment. Once reduced
  in accordance with this <b><i>Section&nbsp;2.04</i></b>, the Total Commitment
  may not be increased. Any reduction of the Total Commitment shall be applied
  to the Commitment of each Lender according to its Pro Rata Share.</p>
  </font><b>
  </ol>
</ol>
  <blockquote>
    <blockquote>
      <font size="3">2.05&nbsp;&nbsp;&nbsp; </font><a NAME="_Toc14491635"><font SIZE="3">Change of Control</font></a><font SIZE="3"><a NAME="_Toc10908790">.</a>
    </font></b>
    <p><font SIZE="3">The Borrower shall give the Administrative Agent
  and each Lender written notice of a Change of Control with respect to the
  Borrower no later than two Business Days after a Responsible Officer of the
  Borrower has knowledge of such Change of Control. No later than 30 days&nbsp;</font>
    </p>
    <p align="center">16</p>
    <p>&nbsp;</p>
    <p><font SIZE="3"> after
  the giving by the Borrower of such notice, each Lender shall have the right,
  in its sole discretion, to notify the Borrower in writing (with a copy to the
  Administrative Agent) of its election to terminate all of its Commitment
  hereunder, to require a mandatory prepayment of all Obligations owed to such
  Lender, and to cease to be a Lender party hereto, which commitment termination
  and mandatory prepayment shall occur on the 30<sup>th</sup> day after such
  notice is received by the Borrower. If a Change of Control occurs, the
  Borrower shall have no right to make any new Borrowings unless and until the
  Commitments of all Lenders that elect to terminate their Commitments pursuant
  to this <b><i>Section 2.05</i></b> have been terminated, and all Obligations
  owing to such Lenders have been paid in full. The Borrower shall have the
  right to replace each terminating Lender pursuant to <b><i>Section 10.16</i></b>,
  which replacement shall occur on or before the date such terminating Lender's
  Commitment would have been terminated pursuant to this <b><i>Section&nbsp;2.05</i></b>.</font></p>
  </blockquote>
</blockquote>
    <font SIZE="3">
    <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    2.06&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491636"><b>Repayment of Principal Debt.</b></a>
<ol>
  <ol>
    <p>The Borrower shall repay to the Lenders on the Maturity Date the
    aggregate Principal Debt outstanding on such date.</p>
    </ol>
</ol>
    <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    2.07&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491637"><b>Interest.</b></a>
<ol>
  <ol>
    <p ALIGN="JUSTIFY">(a) Subject to the provisions of <b><i>subsection (b)</i></b>
    below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
    principal amount thereof for each Interest Period at a rate per annum equal
    to the Eurodollar Rate for such Interest Period <i>plus</i> the Applicable
    Rate, and (ii) each Base Rate 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 <i>plus</i> the Applicable Rate.</p>
    <p ALIGN="JUSTIFY">(b) While any Event of Default exists or after
    acceleration, the Borrower shall pay interest on the principal amount of all
    outstanding Obligations (including past due interest) at a fluctuating
    interest rate per annum at all times equal to the Default Rate to the
    fullest extent permitted by applicable Laws. Accrued and unpaid interest on
    past due amounts (including interest on past due interest) shall be due and
    payable upon demand.</p>
    <p ALIGN="JUSTIFY">(c) 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>
    </ol>
</ol>
    <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    2.08&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491638"><b>Fees.</b></a>
<ol>
  <ol>
    <p ALIGN="JUSTIFY">(a) <u>Facility Fee</u>. The Borrower shall pay to the
    Administrative Agent for the account of each Lender, in accordance with its
    Pro Rata Share, a facility fee (the &quot;<b><i>Facility Fee</i></b>&quot;)
    equal to the Applicable Rate (applied on a per diem basis) <i>times</i> the
    actual daily amount of the Total Commitment, regardless of usage (or if the
    Total Commitment has been terminated or the Term Conversion Date has
    occurred, on the Principal Debt). The Facility Fee shall accrue at all times
    from the Closing Date until the date the Principal Debt has been paid in
    full and the Total Commitment has been terminated 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 ending on the date both the Principal Debt has been
    paid in full and the Total Commitment has been terminated. The Facility Fee
    shall be calculated quarterly in arrears, in accordance with <b><i>Section
    2.09</i></b>, 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 (on a per diem basis) separately for each period during such
    quarter that such Applicable Rate was in effect. The Facility Fee shall
    accrue at all times, including at any time during which one or more of the
    conditions in <b><i>Article IV</i></b> is not met.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">17</p>
    <p ALIGN="JUSTIFY">(b) <u>Utilization Fee</u>. The Borrower shall pay to the
    Administrative Agent for the account of each Lender, in accordance with its
    Pro Rata Share, a utilization fee (the &quot;<b><i>Utilization Fee</i></b>&quot;)
    equal to the Applicable Rate (applied on a per diem basis) <i>times</i> the
    actual daily aggregate Principal Debt; <i>provided that </i>(i)<i> </i>prior
    to the earlier of the Termination Date or the Term Conversion Date, the
    Utilization Fee shall be payable only in respect of each day that such
    aggregate Principal Debt exceeds 50% of the Total Commitment, and (ii) on
    and after the earlier of the Termination Date or the Term Conversion Date,
    the Utilization Fee shall be payable only in respect of each day that such
    aggregate Principal Debt exceeds 50% of the Total Commitment in existence on
    the Business Day immediately prior to the termination of the Total
    Commitment (whether on the Termination Date or the Term Conversion Date).
    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 ending on the
    date both the Principal Debt has been paid in full and the Total Commitment
    has been terminated. The Utilization Fee shall be calculated quarterly in
    arrears in accordance with <b><i>Section 2.09</i></b>,<b><i> </i></b>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 (on a
    per diem basis) separately for each period during such quarter that such
    Applicable Rate was in effect. The Utilization Fee shall accrue at all
    times, including at any time during which one or more of the conditions in <b><i>Article
    IV</i></b> is not met.</p>
    <p ALIGN="JUSTIFY">(c) <u>Other Fees</u>. The Borrower shall pay to the
    Administrative Agent (for its own account) the fees described in the letter
    agreement dated April 29, 2002 (as thereafter amended or modified from time
    to time, the <b>&quot;<i>Administrative Fee Agreement</i></b>&quot;),
    between the Borrower and the Administrative Agent, which payments shall be
    made on the dates and in the amounts specified in such Administrative Fee
    Agreement.</p>
    </ol>
</ol>
    <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    2.09&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491639"><b>Computation of Interest and Fees.</b></a>
<ol>
  <ol>
    <p ALIGN="JUSTIFY">Computation of interest on Base Rate Loans shall be
    calculated on the basis of a year of 365 or 366 days, as the case may be,
    and the actual number of days elapsed. Computation of all other types of
    interest and all fees shall be calculated on the basis of a year of 360 days
    and the actual number of days elapsed, which results in a higher yield to
    the payee thereof than a method based on a year of 365 or 366 days. 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; <i>provided</i> <i>that</i> any Loan that is repaid
    on the same day on which it is made shall bear interest for one day.</p>
    </ol>
</ol>
    <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    2.10&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491640"><b>Evidence of Debt.</b></a>
<ol>
  <ol>
    <p ALIGN="JUSTIFY">The Borrowings 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 Borrowings made by the
    Lenders to the Borrower and the interest and payments thereon. Any failure
    so to record or any error in doing so shall not, however, limit or otherwise
    affect the obligation of the Borrower hereunder to pay any amount owing with
    respect to the Borrowings. 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 made through the Administrative Agent, the
    Borrower shall execute and deliver to such Lender (through the
    Administrative Agent) a Note which shall evidence such Lender's Loans, in
    addition to such accounts or records. Each Lender may attach schedules to
    its Note and endorse thereon the date, Type (if applicable), amount, and
    maturity of its Loans and payments with respect thereto.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">18</p>
    </ol>
</ol>
    <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    2.11&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491641"><b>Payments Generally.</b></a>
<ol>
  <ol>
    <p ALIGN="JUSTIFY">(a) All payments to be made by the Borrower shall be made
    without condition or deduction for any counterclaim, defense, recoupment, or
    setoff. Except as otherwise expressly provided herein, all payments by the
    Borrower hereunder shall be made to the Administrative Agent, for the
    account of the respective Lenders to which such payment is owed, at the
    Administrative Agent's Office in Dollars and in immediately available funds
    not later than 12:00 noon, Dallas, Texas time, on the date specified herein.
    The Administrative Agent will promptly distribute to each Lender its Pro
    Rata Share (or other applicable share as provided herein) of such payment in
    like funds as received by wire transfer to such Lender's Lending Office. All
    payments received by the Administrative Agent after 12:00 noon, Dallas Texas
    time, shall be deemed received on the next succeeding Business Day and any
    applicable interest or fee shall continue to accrue.</p>
    <p ALIGN="JUSTIFY">(b) Subject to the definition of &quot;<b><i>Interest
    Period</i></b>,&quot; if any payment to be made by the 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>
    <p ALIGN="JUSTIFY">(c) Unless the Borrower or any Lender has notified the
    Administrative Agent prior to the date any payment is required to be made by
    it to the Administrative Agent hereunder, that the Borrower or such Lender,
    as the case may be, will not make such payment, the Administrative Agent may
    assume that the Borrower or such Lender, as the case may be, has timely made
    such payment and may (but shall not be so required to), in reliance thereon,
    make available a corresponding amount to the Person entitled thereto. If and
    to the extent that such payment was not in fact made to the Administrative
    Agent in immediately available funds, then:</p>
    <p ALIGN="JUSTIFY">(i) if the Borrower failed to make such payment, each
    Lender shall forthwith on demand repay to the Administrative Agent the
    portion of such assumed payment that was made available to such Lender in
    immediately available funds, together with interest thereon in respect of
    each day from and including the date such amount was made available by the
    Administrative Agent to such Lender to the date such amount is repaid to the
    Administrative Agent in immediately available funds, at the Federal Funds
    Rate from time to time in effect; and</p>
    <p ALIGN="JUSTIFY">(ii) if any Lender failed to make such payment, such
    Lender shall forthwith on demand pay to the Administrative Agent the amount
    thereof in immediately available funds, together with interest thereon for
    the period from the date such amount was made available by the
    Administrative Agent to the Borrower to the date such amount is recovered by
    the Administrative Agent (the &quot;<b><i>Compensation Period</i></b>&quot;)
    at a rate per annum equal to the Federal Funds Rate from time to time in
    effect. If such Lender pays such amount to the Administrative Agent, then
    such amount shall constitute such Lender's Loan, included in the applicable
    Borrowing. If such Lender does not pay such amount forthwith upon the
    Administrative Agent's demand therefor, the Administrative Agent may make a
    demand therefor upon the Borrower, and the Borrower shall pay such amount to
    the Administrative Agent, together with interest thereon for the
    Compensation Period at a rate per annum equal to the rate of interest
    applicable to the applicable Borrowing. Nothing herein shall be deemed to
    relieve any Lender from its obligation to fulfill its Commitment or to
    prejudice any rights which the Administrative Agent or the Borrower may have
    against any Lender as a result of any default by such Lender hereunder.</p>
    <p ALIGN="JUSTIFY">A notice of the Administrative Agent to any Lender with
    respect to any amount owing under this <b><i>subsection (c)</i></b> shall be
    conclusive, absent manifest error.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">19</p>
    <p ALIGN="JUSTIFY">(d) If any Lender makes available to the Administrative
    Agent funds for any Loans to be made by such Lender as provided in the
    foregoing provisions of this <b><i>Article II</i></b>, and such funds are
    not made available to the Borrower by the Administrative Agent because the
    conditions to the applicable Loans set forth in <b><i>Article IV</i></b> are
    not satisfied or waived in accordance with the terms hereof, the
    Administrative Agent shall return such funds (in like funds as received from
    such Lender) to such Lender, without interest.</p>
    <p ALIGN="JUSTIFY">(e) The obligations of the Lenders hereunder to make
    Loans are several and not joint. The failure of any Lender to make any Loans
    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 Loans.</p>
    <p ALIGN="JUSTIFY">(f) Nothing herein shall be deemed to obligate any Lender
    to obtain the funds for any Loans 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.<a NAME="_Toc14491642"></p>
    <b>
    </ol>
</ol>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    2.12&nbsp;&nbsp;&nbsp; Sharing of Payments</b></a></font><b><a NAME="_Toc14491642">.</a>
    </b>
<ol>
  <ol>
    <font SIZE="3">
    <p ALIGN="JUSTIFY">If, other than as expressly provided elsewhere herein,
    any Lender shall obtain on account of any Loan made by it any payment
    (whether voluntary, involuntary, through the exercise of any right of
    set-off, or otherwise) by or for the account of the Borrower in excess of
    its Pro Rata Share (or other share contemplated hereunder) thereof, such
    Lender shall immediately (a) notify the Administrative Agent of such fact,
    and (b) purchase from the other Lenders such participations in the Loans
    made by them as shall be necessary to cause the Lenders to share the excess
    payment in respect of such Loan in accordance with their Pro Rata Shares; <i>provided
    that</i>, if all or any portion of such excess payment is thereafter
    recovered from the purchasing Lender under any of the circumstances
    described in <b><i>Section&nbsp;10.06</i></b> (including pursuant to any
    settlement entered into by the purchasing Lender in its discretion), such
    purchase shall to that extent be rescinded and each other Lender shall repay
    to the purchasing Lender the purchase price paid therefor, together with an
    amount equal to such paying Lender's ratable share (according to the
    proportion of (i) the amount of such paying Lender's required repayment to
    (ii) the total amount so recovered from the purchasing Lender) of any
    interest or other amount paid or payable by the purchasing Lender in respect
    of the total amount so recovered without further interest thereon. The
    Borrower agrees that any Lender so purchasing a participation from another
    Lender may, to the fullest extent permitted by law, exercise all its rights
    of payment (including the right of set-off, but subject to <b><i>Section
    10.09</i></b>) with respect to such participation as fully as if such Lender
    were the direct creditor of the Borrower in the amount of such
    participation. The Administrative Agent will keep records (which shall be
    conclusive and binding in the absence of manifest error) of participations
    purchased under this <b><i>Section&nbsp;2.12</i></b> and will in each case
    notify the Lenders following any such purchases or repayments. Each Lender
    that purchases a participation pursuant to this <b><i>Section&nbsp;2.12</i></b>
    shall from and after such purchase have the right to give all notices,
    requests, demands, directions, and other communications under this Agreement
    with respect to the portion of the Obligations purchased to the same extent
    as though the purchasing Lender were the original owner of the Obligations
    purchased.</p>
    <b>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    </ol>
</ol>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    2.13&nbsp;&nbsp;&nbsp; <a NAME="_Toc14491643">Extension of Termination Date.</a>
    </b>
  </font>
<ol>
  <ol>
    <font SIZE="3">
    <p ALIGN="JUSTIFY">(a) Not earlier than 60 days prior to, nor later than 45
    days prior to, the Termination Date then in effect, the Borrower may, upon
    notice to the Administrative Agent (which shall promptly notify the
    Lenders), request a 364-day extension of the Termination Date then in
    effect. No later than 30 days after the giving by the Borrower of such
    notice to the Administrative Agent, each Lender shall notify the
    Administrative Agent whether or not it consents to such extension (which
    consent may be given or withheld in such Lender's sole and absolute
    discretion and, if given, shall not become irrevocable until the 30<sup>th</sup>
    day prior to the Termination Date then in effect). Any Lender not responding
    within the above </p>
    <p ALIGN="center">20</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">time period shall be deemed not to have consented to such
    extension. The Administrative Agent shall promptly, and in any event not
    less than 15 days prior to the Termination Date then in effect, notify the
    Borrower and the Lenders of the Lenders' responses. If any Lender declines,
    or is deemed to have declined, to consent to such extension, the Borrower
    may cause any such Lender to be replaced as a Lender pursuant to <b><i>Section
    10.16 </i></b>at any time prior to the Termination Date then in effect.</p>
    <p ALIGN="JUSTIFY">(b) The Termination Date shall be extended only if all
    Lenders (after giving effect to any replacements of the Lenders permitted
    herein) (the &quot;<b><i>Consenting Lenders</i></b>&quot;) have consented
    thereto. If so extended, the Termination Date, as to the Consenting Lenders,
    shall be extended to a date 364 days from the Termination Date then in
    effect, effective as of the Termination Date then in effect (such existing
    Termination Date being the &quot;<b><i>Extension Effective Date</i></b>&quot;).
    The Administrative Agent and the Borrower shall promptly confirm to the
    Lenders such extension and the Extension Effective Date. As a condition
    precedent to such extension, the Borrower shall deliver to the
    Administrative Agent a certificate of the Borrower dated as of the Extension
    Effective Date (in sufficient copies for each Lender) signed by a
    Responsible Officer of the Borrower certifying (which certification shall be
    true and correct) that, before and after giving effect to such extension,
    (A) the representations and warranties contained in <b><i>Article V</i></b>
    and each Compliance Certificate are true and correct on and as of the
    Extension Effective Date, except to the extent that such representations and
    warranties specifically refer to an earlier date, in which case they were
    true and correct as of such earlier date, and (B) no Default or Event of
    Default exists.</p>
    <p>(c) This <b><i>Section 2.13</i></b> shall supersede any provisions in <b><i>Section
    10.01</i></b> to the contrary.</p>
    </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  2.14&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491644"><b>Conversion to Term Loan.</b></a>
  </font>
<ol>
  <font SIZE="3">
    <blockquote>
    <p ALIGN="JUSTIFY">The Borrower shall have the option to convert the
    Principal Debt outstanding on the Termination Date (after giving effect to
    any repayments on the Termination Date) to a Term Loan maturing one year
    after the Term Conversion Date. From and after such conversion, the Term
    Loan may be prepaid but not reborrowed. Such Term Loan Conversion is subject
    to and on the terms and conditions set forth below:</p>
    <p ALIGN="JUSTIFY">(a) No sooner than 90 days (and not later than 10 days)
    preceding the Termination Date, the Borrower shall deliver to the
    Administrative Agent a Term Conversion Election in the form of <b><i>Exhibit
    B</i></b> (a &quot;<b><i>Term Conversion Election</i></b>&quot;), which
    shall (i) specify the Borrower's election to convert the Principal Debt to a
    Term Loan on the Term Conversion Date, (ii) specify the amount of Principal
    Debt to be converted to a Term Loan on the Term Conversion Date, and (iii)
    certify that no Default or Event of Default exists on the date the Term
    Conversion Request is delivered.</p>
    <p ALIGN="JUSTIFY">(b) As a condition precedent to such conversion, the
    Borrower shall deliver to the Administrative Agent a certificate of the
    Borrower in the form of <b><i>Exhibit&nbsp;C</i></b> dated as of the Term
    Conversion Date (in sufficient copies for each Lender) signed by a
    Responsible Officer of the Borrower and certifying (which certification
    shall be true and correct) that, before and after giving effect to such
    conversion, (A) the representations and warranties contained in <b><i>Article
    V</i></b> (other than <b><i>Sections 5.04, 5.05(b),</i></b> <b><i>5.06,
    5.07(a), </i></b>and <b><i>5.09</i></b>) and each Compliance Certificate are
    true and correct on and as of the Term Conversion Date, except to the extent
    that such representations and warranties specifically refer to an earlier
    date, in which case they were true and correct as of such earlier date, and
    (B) no Default or Event of Default exists.</p>
    </blockquote>
    <p ALIGN="center">21</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
  </font>
</ol>
<p align="center" style="word-spacing: 0; line-height: 100%; margin-top: 0; margin-bottom: 0"><b>ARTICLE
III.</b></p>
<p align="center" style="word-spacing: 0; line-height: 100%; margin-top: 0; margin-bottom: 0"><a NAME="_Toc14491645"><b>TAXES,
YIELD, PROTECTION AND ILLEGALITY</b></a></p>
  <b>
    <font SIZE="3">
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    3.01&nbsp;&nbsp;&nbsp; <a NAME="_Toc14491646">Taxes.</a>
<ol>
  <ol>
    </font></b><font SIZE="3">
  <p ALIGN="JUSTIFY">(a) Any and all payments by the Borrower to or for the
  account of the Administrative Agent or any Lender under any Loan Document
  shall be made free and clear of and without deduction for any and all present
  or future taxes, duties, levies, imposts, deductions, assessments, fees,
  withholdings, or similar charges, and all liabilities with respect thereto, <i>excluding</i>,
  in the case of the Administrative Agent and each Lender, taxes imposed on or
  measured by its overall net income (including branch profits tax), and
  franchise taxes imposed on it by the United States government or other
  jurisdiction (or any political subdivision thereof) under the Laws of which
  the Administrative Agent or such Lender, as the case may be, is organized or
  transacts business (all such non-excluded taxes, duties, levies, imposts,
  deductions, assessments, fees, withholdings, or similar charges, and
  liabilities being hereinafter referred to as &quot;<b><i>Taxes</i></b>&quot;).
  If the Borrower shall be required by any Laws to deduct any Taxes from or in
  respect of any sum payable under any Loan Document to the Administrative Agent
  or any Lender, (i) the sum payable shall be increased as necessary so that
  after making all required deductions (including deductions applicable to
  additional sums payable under this <b><i>Section&nbsp;3.01</i></b>), each of
  the Administrative Agent and such Lender receives an amount equal to the sum
  it would have received had no such deductions been made, (ii) the Borrower
  shall make such deductions, (iii) the Borrower shall pay the full amount
  deducted to the relevant taxation authority or other authority in accordance
  with applicable Laws, and (iv) within 30 days after the date of such payment,
  the Borrower shall furnish to the Administrative Agent (which shall forward
  the same to such Lender) the original or a certified copy of a receipt
  evidencing payment thereof.</p>
  <p ALIGN="JUSTIFY">(b) In addition, the Borrower agrees to pay any and all
  present or future stamp, court, or documentary taxes and similar levies which
  arise from any payment made under any Loan Document or from the execution,
  delivery, performance, enforcement, or registration of, or otherwise with
  respect to, any Loan Document (hereinafter referred to as &quot;<b><i>Other</i></b>
  <b><i>Taxes</i></b>&quot;).</p>
  <p ALIGN="JUSTIFY">(c) If the Borrower shall be required to deduct or pay any
  Taxes or Other Taxes from or in respect of any sum payable under any Loan
  Document to the Administrative Agent or any Lender, the Borrower shall also
  pay to the Administrative Agent (for the account of such Lender) or to such
  Lender, as the case may be, at the time interest is paid, such additional
  amount that the Administrative Agent or such Lender specifies as necessary to
  preserve the after-tax yield (after factoring in all taxes, including taxes
  imposed on or measured by net income) that the Administrative Agent or such
  Lender would have received if such Taxes or Other Taxes had not been imposed.</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="JUSTIFY">(d) The Borrower agrees to indemnify the Administrative
  Agent and each Lender for (i) the full amount of Taxes and Other Taxes
  (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on
  amounts payable under this <b><i>Section&nbsp;3.01</i></b>) paid by the
  Administrative Agent and such Lender, (ii) amounts payable under the preceding
  <b><i>subsection&nbsp;(c)</i></b> and (iii) any liability (including additions
  to tax, penalties, interest, and expenses) arising therefrom or with respect
  thereto, in each case whether or not such Taxes or Other Taxes were correctly
  or legally imposed or asserted by the relevant Governmental Authority. Payment
  under this <b><i>subsection (d)</i></b> shall be made within 30 days after the
  date the Lender or the Administrative Agent makes a demand therefor.</p>
  <p ALIGN="JUSTIFY">(e) If the Administrative Agent or any Lender receives a
  refund specifically in respect of any Taxes or Other Taxes as to which it has
  been indemnified by the Borrower or with respect to which the Borrower has
  paid additional amounts pursuant to this <b><i>Section 3.01</i></b>, it shall
  within 30 days from the date </p>
  <p ALIGN="center">22</p>
  <p ALIGN="JUSTIFY">of such receipt pay over such refund to the Borrower (but
  only to the extent of indemnity payments made, or additional amounts paid, by
  the Borrower under this <b><i>Section 3.01</i></b> with respect to the Taxes
  or Other Taxes giving rise to such refund), net of all reasonable
  out-of-pocket expenses of such Administrative Agent or any Lender and without
  interest (other than interest paid by the relevant Governmental Authority with
  respect to such refund); <i>provided that</i> the Borrower, upon the request
  of such Administrative Agent or any Lender, agrees to repay the amount paid
  over to the Borrower (plus penalties and interest) to such Administrative
  Agent or any Lender in the event such Administrative Agent or any Lender is
  required to repay such refund to such Governmental Authority.</p>
  <p ALIGN="center">&nbsp;</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  3.02&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491647"><b>Illegality.</b></a></font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">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 Eurodollar
  Rate Loans, or materially restricts the authority of such Lender to purchase
  or sell, or to take deposits of, Dollars in the applicable offshore Dollar
  market, or to determine or charge interest rates based upon the Eurodollar
  Rate, then, on notice thereof by such Lender to the Borrower through the
  Administrative Agent, any obligation of such Lender to make or continue
  Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
  shall be suspended until such Lender notifies the Administrative Agent and the
  Borrower that the circumstances giving rise to such determination no longer
  exist. Upon receipt of such notice, the Borrower shall, upon demand from such
  Lender (with a copy to the Administrative Agent), prepay or, if applicable,
  convert all Eurodollar 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 Eurodollar Rate Loans to such day, or immediately,
  if such Lender may not lawfully continue to maintain such Eurodollar Rate
  Loans. Upon any such prepayment or conversion, the Borrower shall also pay
  interest on the amount so prepaid or converted. Each Lender agrees to
  designate a different Lending Office if such designation will avoid the need
  for such notice and will not, in the good faith judgment of such Lender,
  otherwise be materially disadvantageous to such Lender.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  3.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491648"><b>Inability to Determine Rates.</b></a></font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">If the Administrative Agent determines, in connection with
  any request for a Eurodollar Rate Loan or a conversion to or continuation
  thereof, that (a) Dollar deposits are not being offered to banks in the
  applicable Dollar market for the applicable amount and Interest Period of such
  Eurodollar Rate Loan, (b) Required Lenders determine that for any reason
  adequate and reasonable means do not exist for determining the Eurodollar Rate
  for any required Interest Period with respect to a proposed Eurodollar Rate
  Loan, or (c) that the Eurodollar Rate for any requested Interest Period with
  respect to a proposed Eurodollar Rate Loan does not adequately and fairly
  reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the
  Administrative Agent will promptly notify the Borrower and each Lender.
  Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
  Loans shall be suspended until the Administrative Agent (upon the instruction
  of the Required Lenders) revokes such notice. Upon receipt of such notice, the
  Borrower may revoke any pending request for a Borrowing, conversion, or
  continuation of Eurodollar Rate Loans or, failing that, will be deemed to have
  converted such request into a request for a Borrowing of Base Rate Loans in
  the amount specified therein.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  3.04&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491649"><b>Increased Cost and Reduced Return; Capital
    Adequacy; Reserves on Eurodollar Rate Loans.</b></a></font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) If any Lender determines that as a result of the
  introduction of or any change in or in the interpretation of any Law, or such
  Lender's reasonable compliance therewith, there shall be any increase in the
  cost to such Lender of agreeing to make or making, funding, or maintaining
  Eurodollar Rate Loans, or a reduction in the amount received or receivable by
  such Lender in connection with any of the foregoing (excluding for purposes of
  this <b><i>subsection (a)</i></b> any such increased costs or reduction in
  amount </p>
  <p ALIGN="center">23</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="JUSTIFY">resulting from (i) Taxes or Other Taxes (as to which <b><i>Section
  3.01</i></b> shall govern), (ii) changes in the basis of taxation of overall
  net income or overall gross income by the United States or any foreign
  jurisdiction or any political subdivision of either thereof under the Laws of
  which such Lender is organized or has its Lending Office, and (iii) reserve
  requirements contemplated by <b><i>Section 3.04(c)</i></b>, then from time to
  time upon demand of such Lender (with a copy of such demand to the
  Administrative Agent), the Borrower shall pay to such Lender such additional
  amounts as will compensate such Lender for such increased cost or reduction.</p>
  <p ALIGN="JUSTIFY">(b) If any Lender determines that the introduction of any
  Law regarding capital adequacy or any change therein or in the interpretation
  thereof, or reasonable compliance by such Lender (or its Lending Office)
  therewith, has the effect of reducing the rate of return on the capital of
  such Lender or any corporation controlling such Lender as a consequence of
  such Lender's obligations hereunder (taking into consideration its policies
  with respect to capital adequacy and such Lender's desired return on capital),
  then from time to time upon demand of such Lender (with a copy of such demand
  to the Administrative Agent), the Borrower shall pay to such Lender such
  additional amounts as will compensate such Lender for such reduction.</p>
  <p ALIGN="JUSTIFY">(c) At any time and as long as any Lender shall be required
  to maintain reserves with respect to liabilities or assets consisting of or
  including Eurocurrency funds or deposits (currently known as &quot;<b><i>Eurocurrency
  liabilities</i></b>&quot;), the Borrower shall pay to such Lender additional
  costs on the unpaid principal amount of each Eurodollar Rate Loan equal to the
  actual costs of such reserves allocated to such Eurodollar Rate 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 Eurodollar Rate Loan; <i>provided that </i>the Borrower
  shall have received at least 15 days' prior notice (with a copy to the
  Administrative Agent) of such additional interest from such Lender. If a
  Lender fails to give notice 15 days prior to the relevant Interest Payment
  Date, such additional interest shall be due and payable 15 days from receipt
  of such notice. Each Lender represents to the Borrower that as of the Closing
  Date it is not required to maintain reserves with respect to Eurocurrency
  Liabilities; <i>provided that</i> such representation (i) does not apply to
  any date after the Closing Date and (ii) is not made by any Lender that is not
  party to this Agreement on the Closing Date.</p>
  <p ALIGN="JUSTIFY">(d) With respect to each demand by a Lender under this <b><i>Section
  3.04</i></b>, no Lender shall have the right to demand compensation under this<b><i>
  Section 3.04</i></b> for any period which is 90 days prior to the date such
  Lender gives such demand for compensation to the Borrower.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  3.05&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491650"><b>Funding Losses.</b></a></font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY"><a NAME="_Toc420215525">Upon demand of any Lender (with a
  copy to the Administrative Agent) from time to time, the Borrower shall
  promptly compensate such Lender for and hold such Lender harmless from any
  loss, cost, or expense incurred by it as a result of:</p>
  <p ALIGN="JUSTIFY">(a) any continuation, conversion, payment, or prepayment of
  any Borrowing other than a Base Rate Loan on a day other than the last day of
  the Interest Period for such Borrowing (whether voluntary, mandatory,
  automatic, by reason of acceleration, or otherwise);</p>
  <p ALIGN="JUSTIFY">(b) any failure by the Borrower (for a reason other than
  the failure of such Lender to make a Loan) to prepay, borrow, continue, or
  convert any Borrowing other than a Base Rate Loan on the date or in the amount
  notified by the Borrower; or</p>
  <p ALIGN="JUSTIFY">(c) any assignment of a Eurodollar Rate Loan on a day other
  than the last day of the Interest Period therefor as a result of a request by
  the Borrower pursuant to <b><i>Section 10.16</i></b>, including any loss of
  anticipated profits and any loss or expense arising from the liquidation or
  reemployment of funds </p>
  <p ALIGN="center">24</p>
  <p ALIGN="JUSTIFY">obtained by it to maintain such Loan or from fees payable
  to terminate the deposits from which such funds were obtained. The Borrower
  shall also pay any customary administrative fees charged by such Lender in
  connection with the foregoing.</p>
  <p ALIGN="JUSTIFY">For purposes of calculating amounts payable by the Borrower
  to the Lenders under this <b><i>Section 3.05</i></b>, each Lender shall be
  deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar
  Rate for such Loan by a matching deposit or other borrowing in the applicable
  London interbank eurodollar market for a comparable amount and for a
  comparable period, whether or not such Eurodollar Rate Loan was in fact so
  funded.</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  </ol>
  </ol>
  </a><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  3.06&nbsp;&nbsp;&nbsp; Matters Applicable to all Requests for Compensation.
  </b>
</font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) A certificate of the Administrative Agent or any Lender
  to the Borrower, claiming compensation under this <b><i>Article III</i></b>
  and setting forth in reasonable detail the additional amount or amounts to be
  paid to it hereunder and the basis for the claim, shall be conclusive in the
  absence of manifest error. In determining such amount, the Administrative
  Agent or such Lender may use any reasonable averaging and attribution methods.</p>
  <p ALIGN="JUSTIFY">(b) Upon any Lender's making a claim for compensation under
  <b><i>Section 3.01</i></b> or <b><i>3.04</i></b>, the Borrower may remove or
  replace such Lender in accordance with <b><i>Section 10.16</i></b>.&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  3.07&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491652"><b>Survival.</b></a></font>
<ol>
  <font SIZE="3">
  <blockquote>
  <p ALIGN="JUSTIFY">All of the Borrower's obligations under this <b><i>Article
  III</i></b> shall survive termination of the Commitments and payment in full
  of all the other Obligations.</p>
  </blockquote>
  </ol>
  <a NAME="_Toc420215528"></a></font>
<p align="center" style="margin-top: 0; margin-bottom: 0"><a NAME="_Toc448038497"><b>ARTICLE
IV.</b></a>
<p align="center" style="margin-top: 0; margin-bottom: 0"><a NAME="_Toc14491653"><b>CONDITIONS
PRECEDENT</b></a></p>
  <b>
  <font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font>
  <p>&nbsp;&nbsp;&nbsp;<font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  4.01&nbsp;&nbsp;&nbsp; </font><a NAME="_Toc14491654"><font SIZE="3">Conditions to Closing.</font></a></p>
<ol>
  <ol>
  </b>
  <p ALIGN="JUSTIFY"><font SIZE="3">This Agreement shall not become effective
  unless the following conditions precedent are satisfied:</p>
  <p ALIGN="JUSTIFY">(a) Unless waived by all the Lenders, the Administrative
  Agent's receipt of the following, each of which shall be originals or
  facsimiles (followed promptly by originals), each of which shall be dated the
  Closing Date (or, in the case of certificates of governmental officials, a
  recent date before the Closing Date):</p>
  <p ALIGN="JUSTIFY">(i) counterparts of this Agreement, sufficient in number
  for distribution to the Administrative Agent, each Lender, and the Borrower,
  executed by the Administrative Agent, the Syndication Agent, each Lender, and
  the chairman or chief executive officer and president of the Borrower;</p>
  <p ALIGN="JUSTIFY">(ii) A Note executed by a Responsible Officer of the
  Borrower in favor of each Lender requesting such a Note, in a principal amount
  equal to such Lender's Commitment;</p>
  <p ALIGN="JUSTIFY">(iii) a Secretary's Certificate in the form of <b><i>Exhibit&nbsp;G,</i></b>
  signed by the Responsible Officers named therein;</p>
  <p ALIGN="JUSTIFY">(iv) Certificates evidencing the good standing of the
  Borrower in the states of Arkansas, Delaware, Georgia, and Ohio;</p>
  <p ALIGN="center">25</p>
  <p ALIGN="JUSTIFY">(v) a certificate signed by a Responsible Officer of the
  Borrower certifying (A) that there has been no change, occurrence, or
  development since the date of the Audited Financial Statements, which has or
  could be reasonably expected to have a material adverse effect on the
  business, assets, liabilities (actual or contingent), operations, condition
  (financial or otherwise), or prospects of the Borrower and its Subsidiaries
  taken as a whole, and (B) the current Debt Ratings (which Debt Rating must be
  a minimum of BBB+/Baa1 by both S&amp;P and Moody's, respectively) and further
  certifying that neither rating agency has indicated that such Debt Ratings
  would be downgraded below BBB+/Baa1, after giving effect to the execution of
  the Loan Documents and any Acquisition closed on or before the Closing Date;</p>
  <p ALIGN="JUSTIFY">(vi) an opinion of counsel to the Borrower in the form of <b><i>Exhibit
  H</i></b>; and</p>
  <p ALIGN="JUSTIFY">(vii) such other assurances, certificates, documents,
  consents, or opinions, in form and substance reasonably satisfactory to the
  Administrative Agent, as the Administrative Agent or the Required Lenders
  reasonably may require.</p>
  <p ALIGN="JUSTIFY">(b) Any fees required to be paid on or before the Closing
  Date shall have been paid.</p>
  <p ALIGN="JUSTIFY">(c) Unless waived by the Administrative Agent, the Borrower
  shall have paid all attorneys' fees and expenses of counsel to the
  Administrative Agent to the extent invoiced prior to or on the Closing Date,
  plus such additional amounts of attorneys' fees and expenses of counsel to the
  Administrative Agent as shall constitute its reasonable estimate of the
  attorneys' fees and expenses of counsel to the Administrative Agent incurred
  or to be incurred by it through the closing proceedings; <i>provided that</i>
  such estimate shall not thereafter preclude a final settling of accounts
  between the Borrower and the Administrative Agent.</p>
  <p ALIGN="JUSTIFY">(d) The representations and warranties of the Borrower
  contained in <b><i>Article V</i></b> shall be true and correct on and as of
  the Closing Date.</p>
  <p ALIGN="JUSTIFY">(e) The Closing Date shall have occurred on or before July
  31, 2002.</p>
  <u>
  </ol>
</ol>
  </u><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  4.02&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491655"><b>Conditions to all Loans.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <blockquote>
  <p ALIGN="JUSTIFY">The obligation of each Lender to honor any Loan Notice
  (other than a Loan Notice requesting only a conversion of Loans to the other
  Type, or a continuation of Eurodollar Rate Loans) on or after the Closing Date
  is subject to the satisfaction of the following conditions precedent:</p>
  <p ALIGN="JUSTIFY">(a) The representations and warranties of the Borrower
  contained in <b><i>Article V </i></b>(other than <b><i>Sections 5.04, 5.05(b),</i></b>
  <b><i>5.06, 5.07(a), </i></b>and <b><i>5.09</i></b>, unless such Loan Notice
  is requested to be honored on the date of the Closing Date) and each
  Compliance Certificate shall be true and correct on and as of the date of such
  Loans, 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;</p>
  <p ALIGN="JUSTIFY">(b) No Default or Event of Default shall exist, or would
  result from such proposed Loan;</p>
  <p ALIGN="JUSTIFY">(c) The Administrative Agent shall have received a Loan
  Notice in accordance with the requirements hereof; and</p>
  <p ALIGN="JUSTIFY">(d) All fees and expenses due and payable on or prior to
  the date of such Loan shall have been paid.</p>
  <p ALIGN="center">26</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="JUSTIFY">Each Loan Notice (other than a Loan Notice requesting only
  a conversion of a Borrowing to the other Type or a continuation of a
  Eurodollar Rate Loan) submitted by the Borrower shall be deemed to be a
  representation and warranty that the conditions specified in this <b><i>Section&nbsp;4.02
  </i></b>have been satisfied on and as of the date of the applicable Loans.</p>
  </blockquote>
  </font>
</ol>
<p align="center"><b>ARTICLE V.<br>
</b><a NAME="_Toc14491656"><b>REPRESENTATIONS AND WARRANTIES</b></a>
<ol>
  <font SIZE="3">
  <blockquote>
  <p ALIGN="JUSTIFY">The Borrower represents and warrants to the Administrative
  Agent and the Lenders that:</p>
  </blockquote>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.01&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491657"><b>Existence, Qualification, and Power;
      Compliance with Laws.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">The Borrower and each of its Subsidiaries (a) is an
    entity duly organized or formed, validly existing, and in good standing
    under the Laws of the jurisdiction of its incorporation or organization,
    (b)&nbsp;has all requisite power and authority and all governmental
    licenses, authorizations, consents, and approvals to own its assets and to
    carry on its business, (c) 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) is in compliance with all Laws, except in
    each case referred to in <b><i>clauses (b), (c),</i></b> or <b><i>(d)</i></b>
    of this <b><i>Section 5.01</i></b>, to the extent that failure to do so
    would not reasonably be expected to have a Material Adverse Effect.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.02&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491658"><b>Authorization; No Contravention.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">The execution, delivery, and performance by the Borrower
    of each Loan Document, (a)&nbsp;have been duly authorized by all necessary
    corporate or other organizational action and do not and will not (i)&nbsp;contravene
    the terms of any of the Borrower's Organization Documents, (ii) conflict
    with or result in any breach or contravention of, or the creation of any
    Lien under, any material Contractual Obligation to which the Borrower is a
    party or any order, injunction, writ, or decree of any Governmental
    Authority to which the Borrower or its property is subject, or (iii) violate
    any Law, and (b)&nbsp;require no consent, approval, or authorization from
    any Person which has not been obtained.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491659"><b>Governmental Authorization.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">No approval, consent, exemption, authorization, or other
    action by, or notice to, or filing with, any Governmental Authority is
    necessary or required in connection with the execution, delivery, or
    performance by, or enforcement against, the Borrower of this Agreement or
    any other Loan Document.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.04&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491660"><b>Binding Effect.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">This Agreement has been, and each other Loan Document,
    when delivered hereunder, will have been duly executed and delivered by the
    Borrower. This Agreement constitutes, and each other Loan Document when so
    delivered will constitute, a legal, valid, and binding obligation of the
    Borrower, enforceable against the Borrower in accordance with its terms,
    except as enforceability may be limited by general principles of equity and
    applicable Debtor Relief Laws.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.05&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491661"><b>Financial Statements; No Material Adverse
      Effect</b></a><b>.
    </b>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY"><a NAME="_Toc6814304">(a) The Current Financials (i) were
    prepared in accordance with GAAP throughout the period covered thereby,
    except as otherwise expressly noted therein, (ii) fairly present, in all
    material respects, the financial condition of the Borrower and its
    Subsidiaries as of the date thereof and their results of operations for the
    period covered thereby in accordance with GAAP throughout the period covered
    thereby, except as otherwise expressly noted therein, and (iii) show all
    material indebtedness and other liabilities, direct or contingent, of the
    Borrower and its Subsidiaries as of the date thereof, including liabilities
    for taxes, material commitments, and Indebtedness in accordance with GAAP
    throughout the period covered thereby</a>; and</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">27</p>
    <p ALIGN="JUSTIFY">(b) 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 would reasonably be expected to have a Material
    Adverse Effect.</p>
    <b>
  </ol>
</ol>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.06&nbsp;&nbsp;&nbsp; <a NAME="_Toc14491662">Litigation.</a>
    </b>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">There are no actions, suits, proceedings, investigations,
    claims, or disputes pending or, to the knowledge of the Borrower after due
    inquiry, threatened or contemplated, at law, in equity, in arbitration or
    before any Governmental Authority, by or against the Borrower or any of its
    Subsidiaries or against any of their properties or revenues which (a)
    purport to affect or pertain to this Agreement or any other Loan Document,
    or any of the lending transactions contemplated hereby, or (b) either
    individually or in the aggregate would reasonably be expected to have a
    Material Adverse Effect.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.07&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491663"><b>No Default.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">(a) Neither the Borrower nor any Subsidiary is in default
    under or with respect to any Contractual Obligation which could, either
    individually or in the aggregate, be reasonably expected to have a Material
    Adverse Effect; and (b) no Default or Event of Default has occurred and is
    continuing or would result from the consummation of the transactions
    contemplated by this Agreement or any other Loan Document.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.08&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491664"><b>Ownership of Property; Liens.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">Each of the Borrower and each Subsidiary has good and
    marketable title in fee simple to, or valid leasehold interests in, all real
    property and good title to all of their respective other properties, except
    for such defects in title as would not, individually or in the aggregate,
    reasonably be expected to have a Material Adverse Effect. The property of
    the Borrower and its Subsidiaries is subject to no Liens, other than the
    presently existing and future Liens permitted by <b><i>Section 7.01</i></b>.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.09&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491665"><b>Environmental Compliance.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">The Borrower 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 Borrower has reasonably concluded that such
    Environmental Laws and claims would not, individually or in the aggregate,
    reasonably be expected to have a Material Adverse Effect.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.10&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491666"><b>Taxes.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">The Borrower and its Subsidiaries have filed all federal,
    state, and other material tax returns and reports required to be filed, and
    have paid all material federal, state, and other 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 Borrower or any
    Subsidiary that would, if made, have a Material Adverse Effect.&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </ol>
</ol>
  <blockquote>
    <blockquote>
      <b>5.11&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491667"><b>ERISA Compliance</b>.</a> Except to the extent
      that any such event, condition, claim, action, lawsuit, violation,
      prohibited transaction, application, contribution, or liability,
      individually or when aggregated with any other event, condition, claim,
      action, lawsuit, violation, prohibited transaction, application,
      contribution, or liability contemplated by this <b><i>Section 5.11</i></b>,
      would not reasonably be expected to result in a Material Adverse Effect or
      liabilities (individually or in the aggregate) exceeding $250,000,000:
    </blockquote>
  </blockquote>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">(a) 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 <i>Section 401(a) </i>of
    the<i> </i>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 </p>
    <p ALIGN="center">28</p>
    <p ALIGN="JUSTIFY">Borrower, nothing has occurred which would prevent, or
    cause the loss of, such qualification. The Borrower and each ERISA Affiliate
    have made all required contributions to each Plan subject <i>to Section 412 </i>of
    the<i> </i>Code, and no application for a funding waiver or an extension of
    any amortization period pursuant to <i>Section 412 </i>of the<i> </i>Code
    has been made with respect to any Plan.</p>
    <p ALIGN="JUSTIFY">(b) There are no pending or, to the best knowledge of the
    Borrower, threatened claims, actions or lawsuits, or action by any
    Governmental Authority, with respect to any Plan. There has been no
    prohibited transaction or violation of the fiduciary responsibility rules
    with respect to any Plan which is continuing.</p>
    <p ALIGN="JUSTIFY">(c) (i) No ERISA Event has occurred and is continuing or
    is reasonably expected to occur, (ii) no Pension Plan has any Unfunded
    Pension Liability, (iii) neither the Borrower nor any ERISA Affiliate has
    incurred, or reasonably expects to incur, any liability under <i>Title IV </i>of<i>
    </i>ERISA with respect to any Pension Plan (other than premiums due and not
    delinquent under <i>Section 4007 </i>of<i> </i>ERISA), other than such
    liabilities which have been discharged on or prior to the Closing Date, (iv)
    neither the Borrower 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 <i>Section 4219 </i>of<i> </i>ERISA, would result in
    such liability) under <i>Sections 4201 </i>or<i> 4243 </i>of<i> </i>ERISA
    with respect to a Multiemployer Plan, other than such liabilities which have
    been discharged on or prior to the Closing Date, and (v) neither the
    Borrower nor any ERISA Affiliate has engaged and is continuing to engage in
    a transaction that could be subject to <i>Sections 4069 </i>or<i> 4212(c) </i>of<i>
    </i>ERISA.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.12&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491668"><b>Margin Regulations; Investment Company Act;
      Public Utility Holding Company Act.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">(a) The Borrower is not engaged and will not engage,
    principally or as one of its important activities, in the business of
    purchasing or carrying margin stock (within the meaning of Regulation U
    issued by the Board), or extending credit for the purpose of purchasing or
    carrying margin stock. Following the application of the proceeds of any
    Borrowing, not more than 25% of the value of the assets (either of the
    Borrower only or of the Borrower and its Subsidiaries on a consolidated
    basis) subject to the provisions of <b><i>Sections 7.01 </i></b>or<b><i>
    7.04 </i></b>will be margin stock.</p>
    <p ALIGN="JUSTIFY">(b) None of the Borrower, any &quot;<i>Affiliate&quot;</i>
    (as defined in the <i>Public Utility Holding Company Act of 1935</i>, and
    excluding any natural Persons) of the Borrower, or any Subsidiary (i) is a
    &quot;<i>holding company</i>&quot; within the meaning of the <i>Public
    Utility Holding Company Act of 1935</i>, or (ii) is or is required to be
    registered as an &quot;<i>investment</i> <i>company</i>&quot; under the <i>Investment
    Company Act of 1940</i>.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.13&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491669"><b>Rank of Debt.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">The Obligations are &quot;<i>Senior Debt</i>&quot; and
    will constitute direct, unconditional, and general obligations of the
    Borrower ranking prior to or pari passu in all respects with all of the
    Borrower's other Indebtedness, except as permitted by <b><i>Section 7.01</i></b>.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  5.14&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491670"><b>Disclosure.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <blockquote>
  <p ALIGN="JUSTIFY">No representation or warranty made by the Borrower in any
  Loan Document (excluding Financial Statements, which are addressed in <b><i>Section
  5.05</i></b>) contains any untrue statement of a material fact. There is no
  fact known to the Borrower which could reasonably be expected to have a
  Material Adverse Effect and which has not been disclosed to the Lenders in
  writing.</p>
  </blockquote>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">29</p>
  </font>
</ol>
<p align="center"><b>ARTICLE VI.<a NAME="_Ref418560844"><br>
</a></b><a NAME="_Toc14491671"><b>AFFIRMATIVE COVENANTS</b></a>
<ol>
  <font SIZE="3">
  <blockquote>
  <p ALIGN="JUSTIFY">So long as any Lender shall have any Commitment hereunder
  or any Loan or Obligation shall remain unpaid or unsatisfied, the Borrower
  shall, and shall (except in the case of the covenants set forth in <b><i>Sections
  6.01</i></b>, <b><i>6.02</i></b>, <b><i>6.03</i></b>, <b><i>6.04(a),</i></b>
  and <b><i>6.11</i></b>) cause each Subsidiary to:</p>
  </blockquote>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.01&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491672"><b>Financial Statements.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">Deliver to the Administrative Agent:</p>
    <p ALIGN="JUSTIFY">(a) as soon as available, but in any event within 120
    days after the end of each fiscal year of the Borrower, Financial Statements
    showing the consolidated financial condition and results of operations of
    the Borrower and its Subsidiaries as at the end of such fiscal year,
    accompanied by a report and opinion of an independent certified public
    accountant of nationally recognized standing 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
    &quot;<i>going concern</i>&quot; or like qualification or exception or any
    qualification or exception as to the scope of the audit nor to any
    qualifications and exceptions not reasonably acceptable to the
    Administrative Agent; and</p>
    <p ALIGN="JUSTIFY">(b) as soon as available, but in any event within 45 days
    after the end of each of the first three fiscal quarters of each fiscal year
    of the Borrower, Financial Statements showing the consolidated financial
    condition and results of operations of the Borrower and its Subsidiaries as
    at the end of such fiscal quarter, and the related consolidated statements
    of income and cash flows for such fiscal quarter and for the portion of the
    Borrower's fiscal year then ended, all in reasonable detail and certified by
    a Responsible Officer of the Borrower as fairly presenting, in all material
    respects, the financial condition, results of operations and cash flows of
    the Borrower and its consolidated Subsidiaries in accordance with GAAP,
    subject only to normal year-end audit adjustments and the absence of
    footnotes.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.02&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491673"><b>Certificates; Other Information.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">Deliver to the Administrative Agent (or otherwise make
    available to the Lenders in the case of <b><i>subsection (d) </i></b>below):</p>
    <p ALIGN="JUSTIFY">(a) concurrently with the delivery of the financial
    statements referred to in <b><i>Section 6.01(a)</i></b>, a certificate of
    its independent certified public accountants certifying such financial
    statements and stating that in making the examination necessary for their
    report and opinion thereon no knowledge was obtained of any Default or Event
    of Default under <b><i>Sections 8.01(a) </i></b>or<b><i> (b)</i></b> (but
    only to the extent <b><i>Section 8.01(b)</i></b> relates to the covenant in <b><i>Section
    7.09</i></b>), or, if any such Default or Event of Default shall exist,
    stating the nature and status of such event;</p>
    <p ALIGN="JUSTIFY">(b) concurrently with the delivery of the Financial
    Statements referred to in <b><i>Sections&nbsp;6.01(a)</i></b> and <b><i>(b),</i></b>
    a duly completed Compliance Certificate signed by a Responsible Officer of
    the Borrower;</p>
    <p ALIGN="JUSTIFY">(c) promptly after the same are available, copies (which
    may be delivered in an electronic format satisfactory to the Administrative
    Agent) of each of the following documents of the Borrower not otherwise
    required to be delivered to the Administrative Agent pursuant to this
    Agreement:</p>
    <p ALIGN="JUSTIFY">(i) proxy statements and annual reports to shareholders;</p>
    <p ALIGN="JUSTIFY">(ii) annual reports on Form 10-K; and</p>
    <p ALIGN="JUSTIFY">(iii) quarterly reports on Form 10-Q;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">30</p>
    <p ALIGN="JUSTIFY">(d) promptly after the same are available, copies (which
    may be made available in an electronic format satisfactory to the
    Administrative Agent) of each current report on Form 8-K and transaction
    statement on Schedule TO, 13D or 13E-3 that the Borrower may file under the <i>Securities
    Exchange Act of 1934</i>; and</p>
    <p ALIGN="JUSTIFY">(e) as soon as reasonably practicable, such additional
    information, in form and detail reasonably satisfactory to the
    Administrative Agent or the Lender requesting the information regarding the
    business, financial, or corporate affairs of the Borrower 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 by written
    notice to the Borrower.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491674"><b>Notices.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">Notify the Administrative Agent no later than five
    Business Days after a Responsible Officer of the Borrower has knowledge:</p>
    <p ALIGN="JUSTIFY">(a) of the occurrence of any Default or Event of Default;</p>
    <p ALIGN="JUSTIFY">(b) of any matter that has resulted in a Material Adverse
    Effect or would reasonably be expected to have a Material Adverse Effect;</p>
    <p ALIGN="JUSTIFY">(c) of any litigation, investigation, or proceeding
    affecting the Borrower or any Subsidiary, including pursuant to any
    Environmental Law, (i)&nbsp;in which the amount involved exceeds
    $250,000,000, or (ii)&nbsp;in which injunctive relief or similar relief is
    sought, which would be reasonably expected to have a Material Adverse
    Effect; and</p>
    <p ALIGN="JUSTIFY">(d) of the occurrence of any material ERISA Event.</p>
    <p ALIGN="JUSTIFY">Each notice pursuant to this <b><i>Section&nbsp;6.03</i></b>
    shall be accompanied by a statement of a Responsible Officer of the Borrower
    setting forth details of the occurrence referred to therein and stating what
    action the Borrower has taken and proposes to take with respect thereto,
    accompanied by copies of any notice or report of, or with respect to, any
    Reportable Event received by the Borrower or any Subsidiary or given by the
    Borrower or any Subsidiary to the PBGC. Each notice pursuant to <b><i>Section&nbsp;6.03(a)</i></b>
    shall describe the provisions of this Agreement or other Loan Document that
    have been breached.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.04&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491675"><b>Payment of Obligations.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">(a) Pay the Obligations in accordance with the terms and
    provisions of the Loan Documents, and (b) pay and discharge, as the same
    shall become due and payable, all its obligations and liabilities, including
    (i) 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 Borrower or
    such Subsidiary, (ii) all lawful claims which, if unpaid, would by law
    become a Lien upon its property, and (iii) 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 each case
    under the preceding <b><i>clauses (b)(i), (b)(ii),</i></b> and <b><i>(b)(iii),</i></b>
    to the extent such non-payment would not reasonably be expected to have a
    Material Adverse Effect.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.05&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491676"><b>Preservation of Existence, Etc.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">(a) Preserve, renew, and maintain in full force and
    effect its legal existence and good standing under the Laws of the
    jurisdiction of its organization, and (b) take all reasonable action to
    maintain all rights, privileges, permits, licenses, and franchises necessary
    or </p>
    <p ALIGN="center">31</p>
    <p ALIGN="JUSTIFY">desirable in the normal conduct of its business, except (i)
    in a transaction permitted by <b><i>Section 7.04, </i></b>or (ii) where the
    failure to do so would not reasonably be expected to have a Material Adverse
    Effect.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.06</b>&nbsp;&nbsp;&nbsp;<b> </b><a NAME="_Toc14491677"><b>Maintenance of Properties.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">(a) Maintain, preserve, and protect all of its material
    properties and equipment necessary in the operation of its business in good
    working order and condition, ordinary wear and tear excepted, and
    (b)&nbsp;make all necessary repairs thereto and renewals and replacements
    thereof, except, in either case, where the failure to do so would not
    reasonably be expected to have a Material Adverse Effect.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.07&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491678"><b>Maintenance of Insurance.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">Maintain with financially sound and reputable insurance
    companies not Affiliates of the Borrower, insurance with respect to its
    properties and business against loss or damage of the kinds customarily
    insured against by Persons engaged in the same or similar business, of such
    types and in such amounts as are customarily carried under similar
    circumstances by such other Persons; <i>provided that</i> the Borrower or
    its Subsidiaries may maintain self-insurance in connection with the
    foregoing property insurance requirements, <i>so long as</i> the same is
    maintained in accordance with sound business practices.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.08&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491679"><b>Compliance with Laws.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">Comply in all material respects with the requirements of
    all Laws applicable to it or to its business or property, except in such
    instances in which (i) such requirement of Law is being contested in good
    faith or a bona fide dispute exists with respect thereto, or (ii) the
    failure to comply therewith would not be reasonably expected to have a
    Material Adverse Effect.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.09&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491680"><b>Books and Records.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">(a) Maintain proper books of record and account, in which
    entries in conformity with GAAP shall be made of all financial transactions
    and matters involving the assets and business of the Borrower 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 Borrower or
    such Subsidiary, as the case may be.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.10&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491681"><b>Inspection Rights.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
    <p ALIGN="JUSTIFY">Permit representatives and independent contractors 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 the expense of the Borrower and at such reasonable times
    during normal business hours and as often as may be reasonably desired, upon
    reasonable advance written notice to the Borrower; <i>provided that</i>,
    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 Borrower at any time during
    normal business hours and without advance notice.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  6.11&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491682"><b>Use of Proceeds.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <blockquote>
  <p ALIGN="JUSTIFY">Use the proceeds of the Loans for working capital and other
  general corporate purposes, including capital expenditures, acquisitions, and
  the provision of liquidity in connection with any commercial paper program of
  the Borrower.</p>
  </blockquote>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">32</p>
  </font>
</ol>
<p align="center"><b>ARTICLE VII.<br>
</b><a NAME="_Toc14491683"><b>NEGATIVE COVENANTS</b></a>
<ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY"><a NAME="_Ref418581724">So long as any Lender shall have
  any Commitment hereunder or any Loan or Obligation hereunder shall remain
  unpaid or unsatisfied:</p>
</ol>
  </a><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.01&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491684"><b>Liens</b></a><b>.
  </b>
  </font>
<ol>
  <font SIZE="3">
  <ol>
  <p ALIGN="JUSTIFY">The Borrower shall not, nor shall it permit any Subsidiary
  to, directly or indirectly, 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>
  <p ALIGN="JUSTIFY">(a) Liens pursuant to any Loan Document;</p>
  <p ALIGN="JUSTIFY">(b) Liens existing on the date hereof in connection with
  the Indebtedness listed on <b><i>Schedule 7.02</i></b> and identified as
  secured Indebtedness on such schedule, and any renewals or extensions thereof;
  <i>provided</i> <i>that</i> the property subject thereto is not increased and
  any renewal or extension of the Indebtedness secured or benefited thereby is
  permitted by <b><i>Sections 7.02(b</i>) </b>or<b> <i>7.03(a)</i></b>;</p>
  <p ALIGN="JUSTIFY">(c) Liens for taxes 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>
  <p ALIGN="JUSTIFY">(d) carriers', warehousemen's, mechanics', materialmen's,
  repairmen's, or other like Liens arising in the ordinary course of business
  which are not overdue for a period of more than 30 days 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;</p>
  <p ALIGN="JUSTIFY">(e) pledges or deposits in the ordinary course of business
  in connection with workers' compensation, unemployment insurance, and other
  social security legislation, other than any Lien imposed by ERISA;</p>
  <p ALIGN="JUSTIFY">(f) deposits to secure the performance of bids, trade
  contracts, and leases (other than Indebtedness), statutory obligations, surety
  bonds (other than bonds related to judgments and litigation), performance
  bonds, and other obligations of a like nature incurred in the ordinary course
  of business;</p>
  <p ALIGN="JUSTIFY">(g) 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;</p>
  <p ALIGN="JUSTIFY">(h) Liens securing judgments for the payment of money in an
  aggregate amount not in excess of $250,000,000 (except to the extent covered
  by independent third-party insurance as to which the insurer has acknowledged
  in writing its obligation to cover), unless any such judgment remains
  undischarged for a period of more than 60 consecutive days during which
  execution is not effectively stayed;</p>
  <p ALIGN="JUSTIFY">(i) Liens securing Indebtedness permitted under <b><i>Sections
  7.02(e) </i></b>and<b><i> 7.03(f);</i></b> <i>provided that</i> (i) such Liens
  do not at any time encumber any property other than the property financed by
  such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed
  100% of cost or fair market value, whichever is lower, of the property being
  acquired on the date of acquisition;</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">33</p>
  <p ALIGN="JUSTIFY">(j) Liens securing Indebtedness permitted under <b><i>Section
  7.02(f)</i></b>; and</p>
  <p ALIGN="JUSTIFY">(k) Liens securing Indebtedness permitted under <b><i>Section
  7.03(c)</i></b>;<b><i> </i></b><i>provided that</i> such Liens exist at the
  time the relevant asset or Person is acquired by, or merged or consolidated
  with, the applicable Subsidiary.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.02&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491685"><b>Indebtedness.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
  <p ALIGN="JUSTIFY">The Borrower shall not, directly or indirectly, create,
  incur, assume or suffer to exist any Indebtedness, except:</p>
  <p ALIGN="JUSTIFY">(a) Indebtedness under the Loan Documents;</p>
  <p ALIGN="JUSTIFY">(b) Indebtedness existing on the date hereof and listed on <b><i>Schedule
  7.02 </i></b>as Indebtedness of the Borrower, in an amount not to exceed the
  amount listed on <b><i>Schedule 7.02</i></b>, and refinancings, refundings,
  renewals, extensions, and replacements of such Indebtedness that do not
  increase the outstanding principal amount thereof at the time of such
  refinancing, refunding, renewal, extension, or replacement;</p>
  <p ALIGN="JUSTIFY">(c) Guaranty Obligations of the Borrower in respect of
  Indebtedness of Subsidiaries permitted under <b><i>Section 7.03</i></b>;</p>
  <p ALIGN="JUSTIFY">(d) obligations (contingent or otherwise) of the Borrower
  existing or arising under any Swap Contract; <i>provided</i> <i>that</i> (i)
  such obligations are (or were) entered into by the Borrower for the purpose of
  directly mitigating risks associated with liabilities, commitments,
  investments, assets, or property held or reasonably anticipated by the
  Borrower, or changes in the value of securities issued by the Borrower, and
  not for purposes of speculation or taking a &quot;<i>market view</i>,&quot;
  and (ii) such Swap Contract does not contain a provision designating the
  &quot;<i>First Method</i>&quot; (as defined in the form of the Master
  Agreement) or any other provision directly or indirectly exonerating the
  non-defaulting party from its obligation to make payments on outstanding
  transactions to the defaulting party after the occurrence of an &quot;<i>Early
  Termination Date</i>&quot; (as defined in such Swap Contract);</p>
  <p ALIGN="JUSTIFY">(e) Indebtedness in respect of capital leases, Synthetic
  Lease Obligations, and purchase money obligations for fixed or capital assets,
  <i>so long as </i>any Liens securing such Indebtedness satisfy the
  requirements of <b><i>Section 7.01(i)</i></b>;</p>
  <p ALIGN="JUSTIFY">(f) Other secured Indebtedness of the Borrower in an
  aggregate principal amount not to exceed $25,000,000 at any time outstanding;
  and</p>
  <p ALIGN="JUSTIFY">(g) Indebtedness of the Borrower not otherwise permitted by
  this <b><i>Section 7.02</i></b>, <i>so long as</i> (i)&nbsp;no Default or
  Event of Default exists on the date any such Indebtedness is created,
  incurred, assumed, or arises after giving effect to such incurrence of
  Indebtedness, (ii) such Indebtedness is unsecured, and (iii) such Indebtedness
  shall not have a claim on any assets or earnings of the Borrower or its
  Subsidiaries ranking prior to the Obligations.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491686"><b>Subsidiary Indebtedness.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <ol>
  <p ALIGN="JUSTIFY">The Borrower shall not permit any Subsidiary, directly or
  indirectly, to create, incur, assume, or permit to exist any Indebtedness,
  except:</p>
  <p ALIGN="JUSTIFY">(a) Indebtedness existing on the date hereof and listed on <b><i>Schedule
  7.02</i></b> as Indebtedness of a Subsidiary, in an amount not to exceed the
  amount listed on <b><i>Schedule 7.02</i></b>, and refinancings, refundings,
  renewals, extensions, and replacements of such Indebtedness that do not
  increase the outstanding principal amount thereof at the time of such
  refinancing, refunding, renewal, extension, or replacement;</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">34</p>
  <p ALIGN="JUSTIFY">(b) Indebtedness to the Borrower or any other Subsidiary;</p>
  <p ALIGN="JUSTIFY">(c) Indebtedness assumed in connection with the acquisition
  of an asset or Indebtedness of a Person, in either case, existing at the time
  such asset or Person is acquired by, or merged or consolidated with or into,
  any Subsidiary (and renewals, extensions, amendments, and modifications of
  such Indebtedness satisfying the requirements of <b><i>clause (a)</i></b>
  preceding), <i>so long as </i>(i)&nbsp;such Indebtedness was not incurred in
  contemplation of such acquisition, merger, or consolidation, (ii)&nbsp;no
  Event of Default or Default then exists or arises as a result thereof, and
  (iii) no other Subsidiary (other than the existing obligors at the time such
  Person or asset was acquired) shall have or incur any direct or indirect
  liability for such Indebtedness; and</p>
  <p ALIGN="JUSTIFY">(d) other unsecured Indebtedness of any Subsidiary not
  otherwise permitted by this <b><i>Section 7.03</i></b>, <i>so long as</i> no
  Default or Event of Default exists on the date any such Indebtedness is
  created, incurred, or assumed, or arises after giving effect to such
  incurrence of Indebtedness;</p>
  <p ALIGN="JUSTIFY">(e) obligations (contingent or otherwise) of any Subsidiary
  existing or arising under any Swap Contract; <i>provided</i> <i>that</i> (i)
  such obligations are (or were) entered into by such Subsidiary for the purpose
  of directly mitigating risks associated with liabilities, commitments,
  investments, assets, or property held or reasonably anticipated by such
  Subsidiary, or changes in the value of securities issued by such Subsidiary,
  and not for purposes of speculation or taking a &quot;<i>market view</i>,&quot;
  and (ii) such Swap Contract does not contain a provision designating the
  &quot;<i>First Method</i>&quot; (as defined in the form of the Master
  Agreement) or any other provision directly or indirectly exonerating the
  non-defaulting party from its obligation to make payments on outstanding
  transactions to the defaulting party after the occurrence of an &quot;<i>Early
  Termination Date</i>&quot; (as defined in such Swap Contract); and</p>
  <p ALIGN="JUSTIFY">(f) Indebtedness in respect of capital leases, Synthetic
  Lease Obligations, and purchase money obligations for fixed or capital assets,
  <i>so long as</i> any Liens securing such Indebtedness satisfy the
  requirements of <b><i>Section 7.01(i).</i></b></p>
  </font>
  <p ALIGN="JUSTIFY"><font SIZE="3">Notwithstanding anything in this <b><i>Section
  7.03</i></b> to the contrary, the aggregate principal amount of all
  Indebtedness of the Subsidiaries, without duplication, (a) may not exceed, on
  any date of determination prior to the date of the Acquisition Financial
  Statements, 25% of the book value of the consolidated assets of the Borrower
  and the Subsidiaries, determined as of the date of, and with respect to, the
  Audited Financial Statements, and (b) may not exceed, on any date of
  determination on or after the date of the Acquisition Financial Statements,
  20% of the book value of the consolidated assets of the Borrower and the
  Subsidiaries, determined as of the date of, and with respect to, the
  Acquisition Financial Statements.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.04&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491687"><b>Fundamental Changes.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) The Borrower will not:</p>
  <p ALIGN="JUSTIFY">(i) consolidate with or merge with or into any other
  Person, unless the Borrower or a Permitted Successor Corporation shall be the
  continuing or surviving corporation;</p>
  <p ALIGN="JUSTIFY">(ii) Dispose of (or permit its Subsidiaries to Dispose of,
  including Dispositions by mergers of Subsidiaries with non-wholly owned
  Subsidiaries or unrelated third parties), whether in one transaction or in any
  series of related transactions arising on or after the date of this Agreement,
  more than fifty percent (50%) of the book value of the consolidated assets of
  the Borrower and the Subsidiaries; or</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">35</p>
  <p ALIGN="JUSTIFY">(iii) except as permitted by <b><i>subsection&nbsp;(b)(ii)</i></b>
  below, consolidate, merge, Dispose of assets, or permit its Subsidiaries to
  Dispose of assets in transactions otherwise permitted under this <b><i>subsection&nbsp;(a)</i></b>
  if prior to and immediately after giving effect to such consolidation, merger,
  or Disposition, a Default or Event of Default shall exist.</p>
  <p ALIGN="JUSTIFY">(b) Subject to <b><i>subsection (a)(iii)</i></b> above, the
  following transactions are permitted at all times without restriction by this <b><i>Section&nbsp;7.04</i></b>:</p>
  <p ALIGN="JUSTIFY">(i) (A)&nbsp;any Disposition by any Subsidiary of
  properties and assets to the Borrower or to any other wholly-owned Subsidiary
  or (B)&nbsp;the merger or consolidation of any Subsidiary into either the
  Borrower or any other wholly-owned Subsidiary; and</p>
  <p ALIGN="JUSTIFY">(ii) any Disposition of (A)&nbsp;obsolete or worn-out
  property or real property no longer used or useful in the business of the
  Borrower or its Subsidiaries, (B)&nbsp;delinquent accounts receivable in the
  ordinary course of business for purposes of collection, and (C)&nbsp;inventory
  in the ordinary course of business.</p>
  <p ALIGN="JUSTIFY">(c) For purposes of <b><i>subsection&nbsp;(a)(ii)</i></b>,
  the book value of the consolidated assets of the Borrower and its Subsidiaries
  will be determined as of the date of, and with respect to, the latest to be
  delivered of (i)&nbsp;the Audited Financial Statements and (ii)&nbsp;the
  Acquisition Financial Statements; <i>provided that,</i> if the Termination
  Date is extended pursuant to <b><i>Section 2.13</i></b>, such book value of
  the consolidated assets of the Borrower and its Subsidiaries will be
  determined as of the date of, and with respect to, the Current Financials most
  recently delivered prior to the Extension Effective Date pursuant to <b><i>Section
  6.01(a)</i></b>, and the provisions of the preceding <b><i>subsection (a)</i></b>,<b><i>
  </i></b>will apply to transactions arising on or after the Extension Effective
  Date.</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.05&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491688"><b>Change in Nature of Business.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Borrower shall not, nor shall it permit any Subsidiary
  to, directly or indirectly, engage in any material line of business
  substantially different from those lines of business conducted by the Borrower
  and its Subsidiaries on the date hereof.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.06&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491689"><b>Transactions with Affiliates.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Borrower shall not, nor shall it permit any Subsidiary
  to, directly or indirectly, enter into any transaction or series of
  transactions during any fiscal year for which the aggregate amount exceeds
  $60,000 with any Affiliate of the Borrower or any Subsidiary, whether or not
  in the ordinary course of business, other than on commercially reasonable
  terms.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.07&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491690"><b>Burdensome Agreements.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Borrower shall not, nor shall it permit any Subsidiary
  to, directly or indirectly, enter into any Contractual Obligation (other than
  this Agreement) that:</p>
  <p ALIGN="JUSTIFY">(a) restricts or limits any Subsidiary from:</p>
  <p ALIGN="JUSTIFY">(i) the making of dividends or distributions (whether in
  cash, securities, or other property) payable to the Borrower or any
  Subsidiary; or</p>
  <p ALIGN="JUSTIFY">(ii) the repaying of loans or advances made by the Borrower
  or any Subsidiary to the Borrower or any other Subsidiary, as the case may be,
  or the transferring of assets from any Subsidiary to the Borrower or any
  Subsidiary, except (x)&nbsp;restrictions and limitations imposed by law, (y)
  customary restrictions and limitations contained in agreements relating to the
  sale of a Subsidiary or its assets that is permitted hereunder, and (z) other
  restrictions and limitations that could not reasonably be expected to impair
  the Borrower's ability to repay the Obligations when due; or</p>
  <p ALIGN="center">36</p>
  <p ALIGN="JUSTIFY">(b) limits the ability of any Subsidiary to create, incur,
  assume, or suffer to exist Liens on the property of any such Subsidiary or
  requires the grant of a Lien to secure an obligation of such Person if a Lien
  is granted to secure an obligation of another Person.<a NAME="_Toc448038542"></p>
  </ol>
</ol>
  </a><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.08&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491691"><b>Use of Proceeds.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Borrower shall not permit any part of the proceeds of
  any Borrowing to be used, directly or indirectly, in any manner that might
  cause the Borrowing or the application of such proceeds to violate <i>Regulations
  T</i>, <i>U</i>, or <i>X</i> or any other regulation of the Board or to
  violate the <i>Securities Act of 1933</i>.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  7.09&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491692"><b>Total Debt to Capitalization Ratio.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">The Borrower shall not permit the ratio of Total Debt to
  Capitalization, at the end of each fiscal quarter of the Borrower, to be
  greater than or equal to .65 to 1.00.</p>
  </font>
</ol>
<p align="center"><b>ARTICLE VIII.<br>
</b><a NAME="_Toc14491693"><b>EVENTS OF DEFAULT AND REMEDIES</b></a>
  <b>
  <p><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  8.01&nbsp;&nbsp;&nbsp; </font><a NAME="_Toc14491694"><font SIZE="3">Events of Default</font></a></b><font SIZE="3"><a NAME="_Toc14491694">.</a><b>
<ol>
  <ol>
    </b>
    <p ALIGN="JUSTIFY">Any of the following shall constitute an Event of
    Default:</p>
    <p ALIGN="JUSTIFY">(a) <u>Non-Payment</u>. The Borrower fails to pay within
    three Business Days after the same becomes due, (i) any amount of principal
    of any Loan, or (ii) any interest on any Loan, any Facility Fee, or any
    Utilization Fee, or (iii) any other fee or amount invoiced to the Borrower
    and payable hereunder or under any other Loan Document; or</p>
    <p ALIGN="JUSTIFY">(b) <u>Specific Covenants</u>. (i) The Borrower fails to
    perform or observe any term, covenant, or agreement contained in any of <b><i>Sections
    6.03, 6.11, 7.04,</i></b> <b><i>7.05, 7.08, </i></b>or<b> <i>7.09</i></b>,
    or (ii) the Borrower fails to perform or observe any term, covenant, or
    agreement contained in any of <b><i>Sections 6.02(e), 6.05, </i></b>or <b><i>6.10</i></b>
    and such failure continues for five Business Days, or (iii) the Borrower
    fails to perform or observe any term, covenant, or agreement contained in
    any of <b><i>Sections 6.01 </i></b>or<b><i> 6.02(a), (b), </i></b>or<b><i>
    (c), </i></b>and such failure continues for five Business Days after the
    earlier of the date a Responsible Officer of the Borrower has knowledge of
    such failure or written notice thereof to the Borrower from the
    Administrative Agent or any Lender;<b><i> </i></b>or</p>
    <p ALIGN="JUSTIFY">(c) <u>Other Defaults</u>. The Borrower fails to perform
    or observe any other covenant or agreement (not specified in <b><i>subsection
    (a)</i></b> or <b><i>(b)</i></b> above) contained in any Loan Document on
    its part to be performed or observed and such failure continues for 30 days
    after the earlier of the date a Responsible Officer of the Borrower has
    knowledge of such failure or written notice thereof to the Borrower from the
    Administrative Agent or any Lender; or</p>
    <p ALIGN="JUSTIFY">(d) <u>Representations and Warranties</u>. (i) Any
    representation, warranty, certification, or statement of fact made or deemed
    made by the Borrower herein or in any other Loan Document that contains a
    materiality qualifier shall be incorrect or misleading when made or deemed
    made, or (ii) any other representation, warranty, certification, or
    statement of fact made or deemed made by the Borrower herein or in any other
    Loan Document that does not contain a materiality qualifier shall be
    incorrect or misleading in any material respect when made or deemed made; or</p>
    <p ALIGN="center">37</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">(e) <u>Cross-Default</u>.</p>
    <p ALIGN="JUSTIFY">(i) With respect to any Indebtedness or Guaranty
    Obligation (other than the Indebtedness hereunder and Indebtedness under
    Swap Contracts), the Borrower or any Subsidiary:</p>
    <p ALIGN="JUSTIFY">(A) fails to make any payment when due (whether by
    scheduled maturity, required prepayment, acceleration, demand, or otherwise)
    beyond the applicable grace period with respect thereto (if any), and the
    principal amount (individually or in the aggregate) of such payments exceeds
    $250,000,000; or</p>
    <p ALIGN="JUSTIFY">(B) (1) fails to observe or perform any other agreement
    or condition relating to any such Indebtedness or Guaranty Obligation or 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 Guaranty Obligation (or a trustee on behalf of such
    holder or holders or beneficiary or beneficiaries) to cause, with the giving
    of notice if required, (x) such Indebtedness to be demanded or to become
    due, to be repurchased, prepaid, defeased, or redeemed (automatically or
    otherwise), or an offer to repurchase, prepay, defease, or redeem such
    Indebtedness to be made, in each case, prior to its stated maturity; or (y)
    any such Guaranty Obligation to become payable or cash collateral in respect
    thereof to be demanded; and (2) in any such event, the principal amount
    (individually or in the aggregate) of all such Indebtedness and Guaranty
    Obligations described in <b><i>clause (1)</i></b> preceding exceeds
    $250,000,000; or</p>
    <p ALIGN="JUSTIFY">(ii) (A) An &quot;<i>Early Termination Date</i>&quot;
    occurs under any Swap Contract resulting from (i) any event of default under
    such Swap Contract as to which the Borrower or any Subsidiary is the
    Defaulting Party (as defined in such Swap Contract) or (ii) any Termination
    Event (as defined under such Swap Contract) as to which the Borrower or any
    Subsidiary is an Affected Party (as defined under such Swap Contract), and
    (B) in either event, the Swap Termination Value owed by the Borrower or any
    Subsidiary as a result thereof remains unpaid beyond the applicable grace
    period thereunder, and the Swap Termination Value (individually or in the
    aggregate) under all such unpaid Swap Contracts exceeds $250,000,000; or</p>
    <p ALIGN="JUSTIFY">(f) <u>Insolvency Proceedings, Etc.</u> The Borrower or
    any of its Subsidiaries institutes or by any act or failure to act indicates
    its consent to, approval of, or acquiescence in 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>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">38</p>
    <p ALIGN="JUSTIFY">(g) <u>Inability to Pay Debts; Attachment</u>. (i) The
    Borrower or any Subsidiary becomes unable or admits in writing its inability
    or fails generally to pay its debts as they become due, or (ii) any writ or
    warrant of attachment or execution or similar process is issued or levied
    against property of any such Person having an aggregate book value in excess
    of $250,000,000 and is not released, vacated, or fully bonded within 30 days
    after its issue or levy; or</p>
    <p ALIGN="JUSTIFY">(h) <u>Judgments</u>. There is entered against the
    Borrower or any Subsidiary (i) a final judgment or order for the payment of
    money in an individual amount exceeding $250,000,000, or, when aggregated
    with all other final judgments or orders for the payment of money, in an
    amount exceeding $350,000,000 (to the extent not covered by independent
    third-party insurance as to which the insurer does not dispute coverage), or
    (ii) any non-monetary final judgment that has, or would reasonably be
    expected to have, a Material Adverse Effect and, in the case of either <b><i>clause&nbsp;(i)</i></b>
    or <b><i>clause&nbsp;(ii)</i></b>, (A) enforcement proceedings are commenced
    by any creditor upon such judgment or order, or (B) 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>
    <p ALIGN="JUSTIFY">(i) <u>ERISA</u>. The occurrence of (i) either (A) an
    ERISA Event with respect to a Pension Plan or Multiemployer Plan which has
    resulted or would reasonably be expected to result in liability of the
    Borrower under Title&nbsp;IV of ERISA to the Pension Plan, Multiemployer
    Plan, or the PBGC, or (B) the failure of the Borrower or any ERISA Affiliate
    to pay when due, after the expiration of any applicable grace period, any
    installment payment with respect to its withdrawal liability under <i>Section
    4201 </i>of<i> </i>ERISA under a Multiemployer Plan, and (ii) the
    liabilities arising under, or which reasonably would be expected to arise
    under, <b><i>clause (i)</i></b><i> </i>preceding, individually or in the
    aggregate, exceed $250,000,000 or would be reasonably be expected to have a
    Material Adverse Effect; or</p>
    <p ALIGN="JUSTIFY">(j) <u>Invalidity of Loan Documents</u>. (i) This
    Agreement, any Note, or the Administrative Fee Agreement at any time after
    its execution and delivery and as a result of any act or omission of the
    Borrower (other than with the agreement of all the Lenders (or the
    Administrative Agent, in the case of the Administrative Fee Agreement) or
    upon satisfaction in full of all the Obligations), ceases to be in full
    force and effect and such failure continues for 30 days after written notice
    thereof from Administrative Agent to the Borrower, or (ii) the Borrower or
    any other Person contests in any manner the validity or enforceability of
    this Agreement, any Note, or the Administrative Fee Agreement, or (iii) the
    Borrower denies that it has any further liability or obligation under this
    Agreement, any Note, or the Administrative Fee Agreement, or purports to
    revoke, terminate, or rescind this Agreement, any Note, or the
    Administrative Fee Agreement.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  8.02&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491695"><b>Remedies Upon Event of Default.</b></a>
<ol>
  <ol>
    <p ALIGN="JUSTIFY">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 of the following actions:</p>
    <p ALIGN="JUSTIFY">(a) declare the commitment of each Lender to make Loans
    to be terminated, whereupon such commitments and obligation shall be
    terminated;</p>
    <p ALIGN="JUSTIFY">(b)</font> <font SIZE="3">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 Borrower; and</p>
    <p ALIGN="JUSTIFY">(c) exercise on behalf of itself and the Lenders all
    rights and remedies available to it and the Lenders under the Loan Documents
    or applicable law;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="center">39</p>
    <i>
    <p ALIGN="JUSTIFY">provided that</i>, upon the occurrence of any event
    specified in <b><i>subsection (f)</i></b> of <b><i>Section&nbsp;8.01</i></b>,
    the obligation of each Lender to make Loans 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, in
    each case without further act of the Administrative Agent or any</font> <font SIZE="3">Lender.</p>
  </ol>
</ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  8.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491696"><b>Application of Funds.</b></a>
  </font>
<ol>
 <font SIZE="3">
 <blockquote>
  <p ALIGN="JUSTIFY">After exercise of remedies provided for in <b><i>Section
  8.02</i></b> (or after the Loans have automatically become immediately due and
  payable), any amounts received on account of the Obligations shall be applied
  by the Administrative Agent in the following order:</p>
  <i><u>
  <p ALIGN="JUSTIFY">First</u></i>, to payment of that portion of the
  Obligations constituting the ratable share of the fees, indemnities, expenses,
  and other amounts (including all attorneys' fees and expenses and amounts
  payable under <b><i>Article III</i></b>) payable to each of the Administrative
  Agent or the Syndication Agent in its capacity as such;</p>
  <i><u>
  <p ALIGN="JUSTIFY">Second</u></i>, to payment of that portion of the
  Obligations constituting fees, indemnities, and other amounts (other than
  principal and interest) payable to the Lenders (including all attorneys' fees
  and expenses and amounts payable under <b><i>Article III</i></b>), ratably
  among them in proportion to the amounts described in this <b><i>clause</i></b>
  <i><u>Second</u></i> payable to them;</p>
  <i><u>
  <p ALIGN="JUSTIFY">Third</u></i>, to payment of that portion of the
  Obligations constituting accrued and unpaid interest on the Loans, ratably
  among the Lenders in proportion to the respective amounts described in this <b><i>clause</i></b>
  <i><u>Third</u></i> payable to them;</p>
  <i><u>
  <p ALIGN="JUSTIFY">Fourth</u></i>, to payment of that portion of the
  Obligations constituting unpaid principal of the Loans, ratably among the
  Lenders in proportion to the respective amounts described in this <b><i>clause</i></b>
  <i><u>Fourth</u></i> held by them;</p>
  <i><u>
  <p ALIGN="JUSTIFY">Fifth</u></i>, to payment of any remaining Obligations,
  ratably among the holders of such remaining Obligations in proportion to the
  respective amounts described in this <b><i>clause</i></b> <i><u>Fifth</u></i>
  held by them; and</p>
  <i><u>
  <p ALIGN="JUSTIFY">Last</u></i>, the balance, if any, after all of the
  Obligations have been indefeasibly paid in full, to the Borrower or as
  otherwise required by Law.</p>
</blockquote>
  </font>
</ol>
<p align="center"><b>ARTICLE IX.<br>
</b><a NAME="_Toc14491697"><b>AGREEMENT AMONG LENDERS</b></a>
  <b>
    <font SIZE="3">
    <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    9.01&nbsp;&nbsp;&nbsp; <a NAME="_Toc14491698">Appointment and Authorization of Administrative
      Agent.</a>
<ol>
  <ol>
    </font></b><font SIZE="3">
  <p ALIGN="JUSTIFY">Each Lender hereby irrevocably (subject to <b><i>Section
  9.09</i></b>) appoints, designates, and authorizes the Administrative Agent to
  take such action on its behalf under the provisions of this Agreement and each
  other Loan Document and to exercise such powers and perform such duties as are
  expressly delegated to it by the terms of this Agreement or any other Loan
  Document, together with such powers as are reasonably incidental thereto.
  Notwithstanding any provision to the contrary contained elsewhere herein or in
  any other Loan Document, the Administrative Agent shall not have any duties or
  responsibilities, except those expressly set forth herein, nor shall the
  Administrative Agent have or be deemed to have any fiduciary relationship with
  any Lender or participant, and no implied covenants, functions,
  responsibilities, duties, obligations, or liabilities shall be read into this
  Agreement or any other Loan Document or otherwise exist against the
  Administrative Agent. Without limiting the generality of the foregoing
  sentence, the use of the term &quot;<i>agent</i>&quot; herein and in the other
  Loan Documents with reference to </p>
  <p ALIGN="center">40</p>
  <p ALIGN="JUSTIFY">the Administrative Agent is not intended to connote any
  fiduciary or other implied (or express) obligations arising under agency
  doctrine of any applicable Law. Instead, such term is used merely as a matter
  of market custom, and is intended to create or reflect only an administrative
  relationship between independent contracting parties.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.02&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491699"><b>Delegation of Duties.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Administrative Agent may execute any of its duties
  under this Agreement or any other Loan Document by or through agents,
  employees, or attorneys-in-fact and shall be entitled to advice of counsel and
  other consultants or experts concerning all matters pertaining to such duties.
  The Administrative Agent shall not be responsible for the negligence or
  misconduct of any agent or attorney-in-fact that it selects in the absence of
  gross negligence or willful misconduct.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491700"><b>Liability of Agent-Related Persons.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">No Agent-Related Person shall (a) be liable for any action
  taken or omitted to be taken by any of them under or in connection with this
  Agreement or any other Loan Document or the transactions contemplated hereby
  (except for its own gross negligence or willful misconduct in connection with
  its duties expressly set forth herein), or (b) be responsible in any manner to
  any Lender or participant for any recital, statement, representation, or
  warranty made by the Borrower or any officer thereof, contained herein or in
  any other Loan Document, or in any certificate, report, statement, or other
  document referred to or provided for in, or received by the Administrative
  Agent under or in connection with, this Agreement or any other Loan Document,
  or the validity, effectiveness, genuineness, enforceability, or sufficiency of
  this Agreement or any other Loan Document, or for any failure of the Borrower
  or any other party to any Loan Document to perform its obligations hereunder
  or thereunder. No Agent-Related Person shall be under any obligation to any
  Lender or participant to ascertain or to inquire as to the observance or
  performance of any of the agreements contained in, or conditions of, this
  Agreement or any other Loan Document, or to inspect the properties, books or
  records of the Borrower or any Affiliate thereof.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.04&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491701"><b>Reliance by Administrative Agent.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) The Administrative Agent shall be entitled to rely, and
  shall be fully protected in relying, upon any writing, communication,
  signature, resolution, representation, notice, consent, certificate,
  affidavit, letter, telegram, facsimile, telex or telephone message, statement,
  electronic mail message, or other document or conversation believed by it to
  be genuine and correct and to have been signed, sent, or made by the proper
  Person or Persons, and upon advice and statements of legal counsel (including
  counsel to the Borrower), independent accountants and other experts selected
  by the Administrative Agent. The Administrative Agent shall be fully justified
  in failing or refusing to take any action under any Loan Document unless it
  shall first receive such advice or concurrence of the Required Lenders as it
  deems appropriate and, if it so requests, it shall first be indemnified to its
  satisfaction by the Lenders against any and all liability and expense which
  may be incurred by it by reason of taking or continuing to take any such
  action. The Administrative Agent shall in all cases be fully protected in
  acting, or in refraining from acting, under this Agreement or any other Loan
  Document in accordance with a request or consent of the Required Lenders (or
  such greater number of Lenders as may be expressly required hereby in any
  instance), if required hereunder, and such request and any action taken or
  failure to act pursuant thereto shall be binding upon all the Lenders.</p>
  <p ALIGN="JUSTIFY">(b) For purposes of determining compliance with the
  conditions specified in <b><i>Section&nbsp;4.01</i></b>, 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 as 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.</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">41</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.05&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491702"><b>Notice of Default.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Administrative Agent shall not be deemed to have
  knowledge or notice of the occurrence of any Default or Event of Default,
  except with respect to defaults in the payment of principal, interest, and
  fees required to be paid to the Administrative Agent for the account of the
  Lenders, unless the Administrative Agent shall have received written notice
  from a Lender or the Borrower referring to this Agreement, describing such
  Default or Event of Default and stating that such notice is a &quot;<i>notice
  of default</i>.&quot; The Administrative Agent will notify the Lenders of its
  receipt of any such notice. The Administrative Agent shall take such action
  with respect to such Default or Event of Default as may be directed by the
  Required Lenders in accordance with <b><i>Article VIII</i></b>; <i>provided
  that</i>, unless and until the Administrative Agent has received any such
  direction, the Administrative Agent may (but shall not be obligated to) take
  such action, or refrain from taking such action, with respect to such Default
  or Event of Default as it shall deem advisable or in the best interest of the
  Lenders.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.06&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491703"><b>Credit Decision; Disclosure of Information by
    Administrative Agent and Syndication Agent.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">Each Lender acknowledges that no Agent-Related Person has
  made any representation or warranty to it, and that no act by the
  Administrative Agent or the Syndication Agent hereafter taken, including any
  consent to and acceptance of any assignment or review of the affairs of the
  Borrower or any Affiliate thereof, shall be deemed to constitute any
  representation or warranty by any Agent-Related Person to any Lender as to any
  matter, including whether Agent-Related Persons have disclosed material
  information in their possession. Each Lender represents to the Administrative
  Agent and the Syndication Agent that it has, independently and without
  reliance upon any Agent-Related Person and based on such documents and
  information as it has deemed appropriate, made its own appraisal of and
  investigation into the business, prospects, operations, property, financial,
  and other condition and creditworthiness of the Borrower and its respective
  Subsidiaries, and all applicable bank or other regulatory Laws relating to the
  transactions contemplated hereby, and made its own decision to enter into this
  Agreement and to extend credit to the Borrower hereunder. Each Lender also
  represents that it will, independently and without reliance upon any
  Agent-Related Person and based on such documents and information as it shall
  deem appropriate at the time, continue to make its own credit analysis,
  appraisals, and decisions in taking or not taking action under this Agreement
  and the other Loan Documents, and to make such investigations as it deems
  necessary to inform itself as to the business, prospects, operations,
  property, financial, and other condition and creditworthiness of the Borrower.
  Except for notices, reports, and other documents expressly required to be
  furnished to the Lenders by the Administrative Agent herein, neither the
  Administrative Agent nor the Syndication Agent, as applicable, shall have any
  duty or responsibility to provide any Lender with any credit or other
  information concerning the business, prospects, operations, property,
  financial, and other condition or creditworthiness of the Borrower or any of
  its respective Affiliates which may come into the possession of any
  Agent-Related Person.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.07&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491704"><b>Indemnification of Agent-Related Persons.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">Whether or not the transactions contemplated hereby are
  consummated, the Lenders shall indemnify upon demand each Agent-Related Person
  (to the extent not reimbursed by or on behalf of the Borrower and without
  limiting its obligation to do so), in accordance with their Pro Rata Shares,
  and hold harmless each Agent-Related Person from and against any and all
  Indemnified Liabilities incurred by it; <i>provided that</i> no Lender shall
  be liable for the payment to any Agent-Related Person of any portion of such
  Indemnified Liabilities to the extent determined in a final, nonappealable
  judgment by a court of competent jurisdiction to have resulted from such
  Agent-Related Person's own gross negligence or willful misconduct or from such
  Agent-Related Person's breach of this Agreement; <i>provided that </i>no
  action taken in accordance with the directions of the Required Lenders (or
  such greater number of Lenders as may be expressly required hereby in any
  instance) shall be deemed to constitute gross negligence or willful misconduct
  for purposes of this <b><i>Section&nbsp;9.07</i></b>. Without limitation of
  the foregoing, each Lender shall reimburse the Administrative Agent upon
  demand for its Pro Rata Share of any costs or out-of-pocket expenses
  (including attorneys' fees)</p>
  <p ALIGN="center">42</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="JUSTIFY">&nbsp;incurred by the Administrative Agent in connection
  with the preparation, execution, delivery, administration, modification,
  amendment, or enforcement (whether through negotiations, legal proceedings or
  otherwise) of, or legal advice in respect of rights or responsibilities under,
  this Agreement, any other Loan Document, or any document contemplated by or
  referred to herein, to the extent that the Administrative Agent is not
  reimbursed for such expenses by or on behalf of the Borrower. The undertaking
  in this <b><i>Section&nbsp;9.07</i></b> shall survive termination of the
  Commitments, the payment of all Obligations hereunder, and the resignation or
  replacement of the Administrative Agent or the Syndication Agent.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.08&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491705"><b>Administrative Agent in its Individual Capacity.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">Bank of America and its Affiliates may make loans to, issue
  letters of credit for the account of, accept deposits from, acquire equity
  interests in and generally engage in any kind of banking, trust, financial
  advisory, underwriting, or other business with the Borrower and its respective
  Affiliates as though Bank of America were not the Administrative Agent
  hereunder and without notice to or consent of the Lenders. The Lenders
  acknowledge that, pursuant to such activities, Bank of America or its
  Affiliates may receive information regarding the Borrower or its Affiliates
  (including information that may be subject to confidentiality obligations in
  favor of the Borrower or such Affiliate) and acknowledge that the
  Administrative Agent shall be under no obligation to provide such information
  to them. With respect to its Loans, Bank of America shall have the same rights
  and powers under this Agreement as any other Lender and may exercise such
  rights and powers as though it were not the Administrative Agent, and the
  terms &quot;<i>Lender</i>&quot; and &quot;<i>Lenders</i>&quot; include Bank of
  America in its individual capacity.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.09&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491706"><b>Successor Administrative Agent.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Administrative Agent may resign as Administrative Agent
  upon 30 days' notice to the Lenders. If the Administrative Agent resigns under
  this Agreement, the Required Lenders shall appoint from among the Lenders a
  successor administrative agent for the Lenders which successor administrative
  agent shall be consented to by the Borrower at all times other than during the
  existence of an Event of Default (which consent of the Borrower shall not be
  unreasonably withheld or delayed). If no successor administrative agent is
  appointed prior to the effective date of the resignation of the Administrative
  Agent, the Administrative Agent may appoint, after consulting with the Lenders
  and the Borrower, a successor administrative agent from among the Lenders.
  Upon the acceptance of its appointment as successor administrative agent
  hereunder, such Person acting as such successor administrative agent shall
  succeed to all the rights, powers, and duties of the retiring Administrative
  Agent and the term &quot;<i>Administrative Agent</i>&quot; shall mean such
  successor administrative agent and the retiring Administrative Agent's
  appointment, powers, and duties as Administrative Agent shall be terminated.
  After any retiring Administrative Agent's resignation hereunder as
  Administrative Agent, the provisions of this <b><i>Article IX</i></b> and <b><i>Sections&nbsp;10.04</i></b>
  and <b><i>10.05</i></b> shall inure to its benefit as to any actions taken or
  omitted to be taken by it while it was Administrative Agent under this
  Agreement. If no successor administrative agent has accepted appointment as
  Administrative Agent by the date which is 30 days following a retiring
  Administrative Agent's notice of resignation, the retiring Administrative
  Agent's resignation shall nevertheless thereupon become effective and the
  Lenders shall perform all of the duties of the Administrative Agent hereunder
  until such time, if any, as the Required Lenders appoint a successor agent as
  provided for above.&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </ol>
  </ol>
  &nbsp;&nbsp;&nbsp;<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.10&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491707"><b>Administrative Agent May File Proofs of Claim.</b></a>
  </font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">In case of the pendency of any receivership, insolvency,
  liquidation, bankruptcy, reorganization, arrangement, adjustment, composition,
  or other judicial proceeding relative to the Borrower, the Administrative
  Agent (irrespective of whether the principal of any Loan 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 the Borrower)
  shall be entitled and empowered, by intervention in such proceeding or
  otherwise</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">43</p>
  <p ALIGN="JUSTIFY">(a) to file and prove a claim for the whole amount of the
  principal and interest owing and unpaid in respect of the Loans 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 and the
  Administrative Agent (including any claim for the reasonable compensation,
  expenses, disbursements, and advances of the Lenders and the Administrative
  Agent and their respective agents and counsel and all other amounts due the
  Lenders and the Administrative Agent under <b><i>Sections 2.08</i></b> and <b><i>10.04</i></b>)
  allowed in such judicial proceeding; and</p>
  <p ALIGN="JUSTIFY">(b) to collect and receive any monies or other property
  payable or deliverable on any such claims and to distribute the same;</p>
  <p ALIGN="JUSTIFY">and any custodian, receiver, assignee, trustee, liquidator,
  sequestrator, or other similar official in any such judicial proceeding is
  hereby authorized by each Lender 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, 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 <b><i>Sections&nbsp;2.08</i></b>
  and <b><i>10.04</i></b>.</p>
  <p ALIGN="JUSTIFY">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, 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.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  9.11&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491708"><b>Other Agents; Joint Book Runners, Joint Lead
    Arrangers.</b></a>
  </font>
<ol>
  <font SIZE="3">
  <blockquote>
  <p ALIGN="JUSTIFY">None of the Lenders or other Persons identified on the
  facing page or signature pages of this Agreement as a &quot;<i>syndication
  agent</i>,&quot; &quot;<i>documentation agent</i>,&quot; &quot;<i>joint book
  runners,</i>&quot; or &quot;<i>joint</i> <i>lead arrangers</i>&quot; shall
  have any obligation, liability, responsibility, or duty under this Agreement
  other than, in case of such Lenders, those applicable to all Lenders as such.
  Without limiting the foregoing, none of the Lenders or other Persons so
  identified shall have or be deemed to have any fiduciary relationship with any
  Lender. Each Lender acknowledges that it has not relied, and will not rely, on
  any of the Lenders or other Persons so identified in deciding to enter into
  this Agreement or in taking or not taking action hereunder.</p>
  </blockquote>
  </font><b>
  </ol>
  <p align="center">ARTICLE X.<br>
  <a NAME="_Toc14491709">MISCELLANEOUS</a></b>
  <b>
  <p><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.01&nbsp;&nbsp;&nbsp; </font><a NAME="_Toc14491710"><font SIZE="3">Amendments, Etc.</font></a>
<ol>
  <ol>
  </b><font SIZE="3">
  <p ALIGN="JUSTIFY">No amendment or waiver of any provision of this Agreement
  or any other Loan Document, and no consent to any departure by the Borrower
  therefrom, shall be effective unless in writing signed by the Required Lenders
  and the Borrower, as the case may be, and acknowledged by the Administrative
  Agent, and each such waiver or consent shall be effective only in the specific
  instance and for the specific purpose for which given; <i>provided that</i> no
  such amendment, waiver, or consent shall, unless in writing and signed by each
  of the Lenders directly affected thereby and by the Borrower, and acknowledged
  by the Administrative Agent, do any of the following:</p>
  <p ALIGN="JUSTIFY">(a) extend or increase the Commitment of any Lender (or
  reinstate any Commitment terminated pursuant to <b><i>Section 8.02</i></b>),
  other than an extension pursuant to <b><i>Section 2.13</i></b>;</p>
  <p ALIGN="JUSTIFY">(b) postpone any date fixed by this Agreement or any other
  Loan Document for any payment or mandatory prepayment of principal, interest,
  fees, or other amounts due to the Lenders (or any of them) hereunder or under
  any other Loan Document;</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">44</p>
  <p ALIGN="JUSTIFY">(c) reduce the principal of, or the rate of interest
  specified herein, on any Loan, or (subject to <b><i>clause (ii)</i></b> of the
  proviso below) any fees or other amounts payable hereunder or under any other
  Loan Document; <i>provided</i> <i>that</i> only the consent of the Required
  Lenders shall be necessary to amend the definition of &quot;<i>Default Rate</i>&quot;
  or to waive any obligation of the Borrower to pay interest at the Default
  Rate;</p>
  <p ALIGN="JUSTIFY">(d) change any provision of this <b><i>Section&nbsp;10.01</i></b>
  or the definition of &quot;<i>Required Lenders</i>&quot; 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
  determinations or grant any consents hereunder; or</p>
  <p ALIGN="JUSTIFY">(e) change <b><i>Section 2.12</i></b> or <b><i>Section 8.03</i></b>
  in a manner that would alter the ratable sharing of payments required
  hereunder.</p>
  <p ALIGN="JUSTIFY">and, <i>provided,</i> <i>further</i>, <i>that</i> (i) no
  amendment, waiver, or consent shall, unless in writing and signed by the
  Administrative Agent in addition to the Required Lenders or each affected
  Lender, as the case may be, affect the rights or duties of the Administrative
  Agent under this Agreement or any other Loan Document; and (ii)&nbsp;the
  Administrative Fee Agreement may be amended, or rights or privileges
  thereunder waived, in a writing executed only by the parties thereto.
  Notwithstanding anything to the contrary herein, any Defaulting Lender shall
  not have any right to approve or disapprove any amendment, waiver, or consent
  hereunder, except that the Commitment of such Defaulting Lender may not be
  increased or extended without the consent of such Defaulting Lender.</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.02&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491711"><b>Notices and Other Communications; Facsimile
    Copies.</b></a></font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) <u>General</u>. Unless otherwise expressly provided
  herein, all notices and other communications provided for hereunder shall be
  in writing (including by facsimile transmission). All such written notices
  shall be mailed, faxed, or delivered to the applicable address, facsimile
  number or (subject to <b><i>subsection (c)</i></b> below) electronic mail
  address, and all notices and other communications expressly permitted
  hereunder to be given by telephone shall be made to the applicable telephone
  numbers, as follows:</p>
  <p ALIGN="JUSTIFY">(i) if to the Borrower or the Administrative Agent, to the
  address, facsimile number, electronic mail address, or telephone number
  specified for such Person on <b><i>Schedule 10.02</i></b> or to such other
  address, facsimile number, electronic mail address, or telephone number as
  shall be designated by such party in a notice to the other parties; and</p>
  <p ALIGN="JUSTIFY">(ii) if to any other Lender, to the address, facsimile
  number, electronic mail address, or telephone number specified in the Register
  and obtained from its Administrative Questionnaire or to such other address,
  facsimile number, electronic mail address, or telephone number as shall be
  designated by such party in a notice to the Borrower and the Administrative
  Agent.</p>
  <p ALIGN="JUSTIFY">All such notices and other communications shall be deemed
  to be given or made upon the earlier to occur of (i) actual receipt by the
  relevant party hereto and (ii) (A) if delivered by hand or by courier, when
  signed for by or on behalf of the relevant party hereto; (B) if delivered by
  mail, four Business Days after deposit in the mails, postage prepaid; (C) if
  delivered by facsimile, when sent and receipt has been confirmed by telephone;
  and (D) if delivered by electronic mail (which form of delivery is subject to
  the provisions of <b><i>subsection (c)</i></b> below), when delivered; <i>provided</i>
  <i>that</i> notices and other communications to the Administrative Agent
  pursuant to <b><i>Article II</i></b> shall not be effective until actually
  received by </p>
  <p ALIGN="center">45</p>
  <p ALIGN="JUSTIFY">Administrative Agent. In no event shall a voicemail message
  be effective as a notice, communication, or confirmation hereunder.</p>
  <p ALIGN="JUSTIFY">(b) <u>Effectiveness of Facsimile Documents and Signatures</u>.
  Loan Documents may be transmitted and/or signed by facsimile. The
  effectiveness of any such documents and signatures shall, subject to
  applicable Law, have the same force and effect as manually-signed originals
  and shall be binding on the Borrower, the Administrative Agent, and the
  Lenders. The Administrative Agent may also require that any such documents and
  signatures be confirmed by a manually-signed original thereof; <i>provided</i>
  <i>that</i> the failure to request or deliver the same shall not limit the
  effectiveness of any facsimile document or signature.</p>
  <p ALIGN="JUSTIFY">(c) <u>Limited Use of Electronic Mail</u>. Electronic mail
  and Internet and intranet websites may be used only to distribute routine
  communications (such as Financial Statements, information delivered pursuant
  to <b><i>Sections 6.02(c) </i></b>or<b><i> (d),</i></b> and other
  information), to distribute Loan Documents for review and execution by the
  parties thereto, and to distribute copies of executed counterparts of Loan
  Documents, and may not be used for any other purpose.</p>
  <p ALIGN="JUSTIFY">(d) <u>Reliance by Administrative Agent and Lenders</u>.
  The Administrative Agent and each Lender shall be entitled to rely upon and
  act upon any notice, statement, certificate, order, or other document or any
  telephone message (including telephonic Loan Notices) believed in good faith
  by it to be genuine and correct and to have been signed, sent, or made by or
  on behalf of the Borrower, even if (i) such telephonic notices were not
  followed by any other form of notice specified herein, or (ii) the terms
  thereof, as understood by the recipient, varied from any confirmation thereof.
  The Borrower shall indemnify each Agent-Related Person and each Lender from
  all losses, costs, expenses, and liabilities resulting from the reliance by
  such Person on each notice believed in good faith by such Agent-Related Person
  or Lender to have been given by or on behalf of the Borrower. All telephonic
  notices to and other communications with the Administrative Agent may be
  recorded by the Administrative Agent, and each of the parties hereto hereby
  consents to such recording.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.03&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491712"><b>No Waiver; Cumulative Remedies.</b></a></font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">No failure by any Lender 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 or therein provided are cumulative and not exclusive of any
  rights, remedies, powers, and privileges provided by law.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.04&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491713"><b>Attorneys' Fees, Expenses and Taxes.</b></a></font>
<ol>
  <ol>
    <font SIZE="3">
  <p ALIGN="JUSTIFY">The Borrower agrees (a) to pay or reimburse the
  Administrative Agent for all reasonable costs and expenses incurred in
  connection with the development, preparation, negotiation, and execution of
  this Agreement and the other Loan Documents and any amendment, waiver,
  consent, or other modification of the provisions hereof and thereof (whether
  or not the transactions contemplated hereby or thereby are consummated), and
  the consummation and administration of the transactions contemplated hereby
  and thereby, including all reasonable attorneys' fees, and (b) to pay or
  reimburse the Administrative Agent and each Lender for all reasonable costs
  and expenses incurred in connection with the enforcement, attempted
  enforcement, or preservation of any rights or remedies under this Agreement or
  the other Loan Documents (including all such costs and expenses incurred
  during any &quot;<i>workout</i>&quot; or restructuring in respect of the
  Obligations and during any legal proceeding, including any proceeding under
  any Debtor Relief Law), including all reasonable attorneys' fees. The
  foregoing costs and expenses shall include all search, filing, recording,
  title insurance, and appraisal charges and fees and taxes related thereto, and
  other out-of-pocket expenses</p>
  <p ALIGN="center">46</p>
  <p ALIGN="JUSTIFY">&nbsp;incurred by the Administrative Agent and the cost of
  independent public accountants and other outside experts retained by the
  Administrative Agent, counsel to the Administrative Agent, or any Lender. All
  amounts due under this <b><i>Section 10.04</i></b> shall be payable within 30
  Business Days after demand therefor</font>. <font SIZE="3">The agreements in
  this <b><i>Section&nbsp;10.04</i></b> shall survive the termination of the
  Total Commitment and repayment of all the other Obligations.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.05&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491714"><b>Indemnification by the Borrower.</b></a>
  </font>
<ol>
  <ol>
 <font SIZE="3">
  <p ALIGN="JUSTIFY">Whether or not the transactions contemplated hereby are
  consummated, the Borrower shall indemnify and hold harmless each Agent-Related
  Person, each Lender, and their respective Affiliates, directors, officers,
  employees, counsel, agents, attorneys, and attorneys-in-fact (collectively the
  &quot;<b><i>Indemnitees</i></b>&quot;) from and against any and all
  liabilities, obligations, losses, damages, penalties, claims, demands,
  actions, judgments, suits, costs, expenses, and disbursements (including
  reasonable attorneys' fees and expenses) of any kind or nature whatsoever
  which may at any time be imposed on, incurred by or asserted against any such
  Indemnitee in any way relating to or arising out of or in connection with (a)
  the execution, delivery, enforcement, performance, or administration of any
  Loan Document or any other agreement, letter, or instrument delivered in
  connection with the transactions contemplated thereby or the consummation of
  the transactions contemplated thereby, (b) any Commitment, Loan, or the use or
  proposed use of the proceeds therefrom, or (c) any actual or alleged presence
  or release of Hazardous Materials on or from any property currently or
  formerly owned or operated by the Borrowers or any Subsidiary, or any
  Environmental Liability related in any way to the Borrower or any Subsidiary,
  or (d) any claim, litigation, investigation, or proceeding relating to any of
  the foregoing, whether based on contract, tort, or any other theory (including
  any investigation of, preparation for, or defense of any pending or threatened
  claim, investigation, litigation, or proceeding) and regardless of whether any
  Indemnitee is a party thereto (all the foregoing, collectively, the &quot;<b><i>Indemnified
  Liabilities</i></b>&quot;), in all cases, whether or not caused by or arising,
  in whole or in part, out of the negligence of the Indemnitee; <i>provided</i> <i>that</i>
  such indemnity shall not, as to any Indemnitee, be available to the extent
  that such liabilities, obligations, losses, damages, penalties, claims,
  demands, actions, judgments, suits, costs, expenses, or disbursements 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 from such Indemnitee's breach of this Agreement. No
  Indemnitee shall be liable for any damages arising from the use by others of
  any information or other materials obtained through IntraLinks or other
  similar information transmission systems in connection with this Agreement,
  nor shall any Indemnitee have any liability for any indirect or consequential
  damages relating to this Agreement or any other Loan Document or arising out
  of its activities in connection herewith or therewith (whether before or after
  the Closing Date). All amounts due under this <b><i>Section 10.05</i></b>
  shall be payable no later than ten Business Days after demand therefor. The
  agreements in this <b><i>Section&nbsp;10.05</i></b> shall survive the
  resignation of the Administrative Agent, the replacement of any Lender, the
  termination of the Total Commitment and the repayment, satisfaction or
  discharge of all the other Obligations. An Indemnitee will promptly notify the
  Borrower upon receipt of written notice of any claim, action, suit, or
  proceeding made, commenced, or threatened that could give rise to an
  Indemnified Liability; <i>provided that</i> any failure by such Indemnitee to
  give such notice shall not relieve the Borrower from its obligations to
  indemnify the Indemnitee unless (and then solely to the extent) the Borrower
  is materially prejudiced thereby.</p>
  </font>
  </ol>
  </ol>
<b><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.06&nbsp;&nbsp;&nbsp; </font></b><a NAME="_Toc14491715"><b><font SIZE="3">Payments Set Aside.</font></b></a>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">To the extent that the Borrower makes a payment to the
  Administrative Agent or any Lender, or the Administrative Agent or any Lender
  exercises its right of set-off, and such payment or the proceeds of such
  set-off 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 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 </p>
  <p ALIGN="center">47</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="JUSTIFY">otherwise, then (a) 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 set-off had not occurred, and (b) each Lender severally agrees to
  pay to the Administrative Agent upon demand its applicable share 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 Federal Funds Rate from time to time in effect.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.07&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491716"><b>Successors and Assigns.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) 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 the Borrower may not assign or
  otherwise transfer any of its rights or obligations hereunder without the
  prior written consent of each Lender and no Lender may assign or otherwise
  transfer any of its rights or obligations hereunder except (i) to an Eligible
  Assignee in accordance with the provisions of <b><i>subsection (b)</i></b> of
  this <b><i>Section&nbsp;10.07</i></b>, (ii) by way of participation in
  accordance with the provisions of <b><i>subsection (d)</i></b> of this <b><i>Section&nbsp;10.07</i></b>,
  or (iii) by way of pledge or assignment of a security interest subject to the
  restrictions of <b><i>subsection (f)</i></b> of this <b><i>Section 10.07</i></b>
  (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 <b><i>subsection (d)</i></b> of this <b><i>Section 10.07</i></b>
  and, to the extent expressly contemplated hereby, the Indemnitees) any legal
  or equitable right, remedy, or claim under or by reason of this Agreement.</p>
  <p ALIGN="JUSTIFY">(b) 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 its Loans); <i>provided
  that</i> (i) except in the case of an assignment of the entire remaining
  amount of the assigning Lender's Commitment and the Loans at the time owing to
  it or in the case of an assignment to a Lender or a Lender Affiliate or an
  Approved Fund (as defined in <b><i>subsection (h)</i></b><i> </i>of this <b><i>Section&nbsp;10.07</i></b>)
  with respect to a Lender, the aggregate amount of the Commitment (which for
  this purpose includes any Loans outstanding thereunder) or 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
  &quot;Trade Date&quot; 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 Borrower otherwise consents (each such consent not to be
  unreasonably withheld or delayed), (ii) each partial assignment shall be made
  as an assignment of a proportionate part of all the assigning Lender's rights
  and obligations under this Agreement with respect to the Loans or the
  Commitment assigned, and (iii) 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. Subject to acceptance and
  recording thereof by the Administrative Agent pursuant to <b><i>subsection (c)</i></b>
  of this <b><i>Section&nbsp;10.07</i></b>, from and after the effective date
  specified in each Assignment and Assumption, the Eligible Assignee thereunder
  shall be a party hereto 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'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 <b><i>Sections 3.01, 3.04, 3.05,
  10.04,</i></b> and <b><i>10.05 </i></b>for claims arising with respect to
  circumstances occurring prior to the assignment). Upon request, the Borrower
  (at its expense) shall execute and deliver new or replacement Notes to the
  assigning Lender and the assignee Lender. Any assignment or transfer by a
  Lender of rights or obligations under this </p>
  <p ALIGN="center">48</p>
  <p ALIGN="JUSTIFY">Agreement that does not comply with this <b><i>subsection&nbsp;(b)</i></b>
  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, and subject
  to, <b><i>subsection (d)</i></b> of this <b><i>Section&nbsp;10.07</i></b>.</p>
  <p ALIGN="JUSTIFY">(c) The Administrative Agent, acting solely for this
  purpose as an agent of the Borrower, shall maintain at the Administrative
  Agent'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 owing to, each Lender
  pursuant to the terms hereof from time to time (the &quot;<b><i>Register</i></b>&quot;).
  The entries in the Register shall be conclusive, and the Borrower, 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 the Borrower and any Lender,
  at any reasonable time and from time to time upon reasonable prior notice.
  Administrative Agent shall provide copies of the Register to the Borrower upon
  its reasonable request.</p>
  <p ALIGN="JUSTIFY">(d) Any Lender at any time may, without the consent of, or
  notice to, the Borrower or the Administrative Agent, sell participations to
  any Person (other than a natural person or the Borrower or any of the
  Borrower's Affiliates or Subsidiaries) (each, a &quot;<b><i>Participant</i></b>&quot;)
  in all or a portion of such Lender's rights and/or obligations under this
  Agreement (including all or a portion of its Commitment and/or the Loans owing
  to it); <i>provided</i> <i>that</i> (i)&nbsp;such Lender'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 Borrower, the Administrative Agent, and the
  other Lenders shall continue to deal solely and directly with such Lender in
  connection with such Lender'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 and to approve any amendment, modification, or waiver of any
  provision of this Agreement; <i>provided that</i> 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 that would (i) postpone
  any date upon which any payment of money is scheduled to be paid to such
  Participant, or (ii) reduce the principal, interest, fees or other amounts
  payable to such Participant. Subject to <b><i>subsection (e)</i></b> of this <b><i>Section&nbsp;10.07</i></b>,
  the Borrower agrees that each Participant shall be entitled to the benefits of
  <b><i>Sections 3.01, 3.04</i></b>, and <b><i>3.05</i></b> to the same extent
  as if it were a Lender and had acquired its interest by assignment pursuant to
  <b><i>subsection (b)</i></b> of this <b><i>Section&nbsp;10.07</i></b>. To the
  extent permitted by law, each Participant also shall be entitled to the
  benefits of <b><i>Section&nbsp;10.09</i></b> as though it were a Lender; <i>provided
  that</i> (i) such Participant agrees to be subject to <b><i>Section 2.12</i></b>
  as though it were a Lender and (ii) the Borrower has given prior written
  consent to the sale of the participation to such Participant.</p>
  <p ALIGN="JUSTIFY">(e) A Participant shall not be entitled to receive any
  greater payment under <b><i>Section 3.01</i></b> or <b><i>3.04</i></b> 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 Borrower'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 <b><i>Section&nbsp;3.01</i></b> unless the
  Borrower is notified of the participation sold to such Participant and such
  Participant agrees, for the benefit of the Borrower, to comply with <b><i>Section
  10.15</i></b> as though it were a Lender.</p>
  <p ALIGN="JUSTIFY">(f) Any Lender may at any time pledge or assign a security
  interest in all or any portion of its rights under this Agreement (including
  under its Note, if any) to secure obligations of such Lender, including any
  pledge or assignment to secure obligations to a Federal Reserve Bank; <i>provided
  that</i> no such pledge or assignment shall release a Lender from any of its
  obligations hereunder or substitute any such pledgee or assignee for such
  Lender as a party hereto.</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">49</p>
  <p ALIGN="JUSTIFY">(g) If the consent of the Borrower to an assignment or to
  an Eligible Assignee is required hereunder (including a consent or approval to
  an assignment which does not meet the minimum assignment threshold specified
  in <b><i>clause (i)</i></b> of the proviso to the first sentence of <b><i>Section
  10.07(b)</i></b>), the Borrower shall be deemed to have given its consent or
  approval five Business Days after the date the Assignment and Assumption has
  been delivered to the Borrower by the assigning Lender (through the
  Administrative Agent) unless such consent or approval is expressly refused by
  the Borrower prior to such fifth Business Day.</p>
  <p ALIGN="JUSTIFY">(h) As used herein, the following terms have the following
  meanings:</p>
  <p ALIGN="JUSTIFY">&quot;<b><i>Eligible Assignee</i></b>&quot; means (a) a
  Lender; (b) a Lender Affiliate; (c) an Approved Fund; and (d) any other Person
  (other than a natural Person) approved by the Administrative Agent and, unless
  an Event of Default has occurred and is continuing, the Borrower (each such
  approval not to be unreasonably withheld or delayed), <i>provided that</i>
  notwithstanding the foregoing, &quot;<i>Eligible Assignee</i>&quot; shall not
  include the Borrower or any of the Borrower's Affiliates or Subsidiaries.</p>
  <p ALIGN="JUSTIFY">&quot;<b><i>Fund</i></b>&quot; 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>
  <p ALIGN="JUSTIFY">&quot;<b><i>Approved Fund</i></b>&quot; means any Fund that
  is administered or managed by (a) a Lender or (b) a Lender Affiliate.</p>
  <p ALIGN="JUSTIFY">&quot;<b><i>Lender Affiliate</i></b>&quot; means, with
  respect to a Lender, another Person that directly, or indirectly through one
  or more intermediaries, Controls or is Controlled by or is under common
  Control with the specified Lender. &quot;<i>Control</i>&quot; 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. &quot;<i>Controlling</i>&quot;
  and &quot;<i>Controlled</i>&quot; have meanings correlative thereto.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.08&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491717"><b>Confidentiality.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">Each of the Administrative Agent and the Lenders agrees to
  maintain the confidentiality of the Information (as defined below), except
  that Information may be disclosed (a)&nbsp;to its and its Affiliates'
  directors, officers, employees, and agents, including accountants, legal
  counsel, and other advisors who have a need to know such information in
  connection with the transactions contemplated by this Agreement or the
  provisions of other financial products or services to Borrower (and each
  disclosing party agrees 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 having jurisdiction over the disclosing party,
  (c)&nbsp;to the extent required by applicable laws or regulations or by any
  subpoena or similar legal process, (d) to any other party to this Agreement,
  (e) in connection with the exercise of any remedies hereunder or any suit,
  action or proceeding relating to this Agreement or the enforcement of rights
  hereunder, (f) subject to an agreement containing provisions substantially the
  same as those of this <b><i>Section&nbsp;10.08</i></b>, to (i) any Eligible
  Assignee of or Participant in, or any prospective Eligible Assignee of or
  Participant in, any of its rights or obligations under this Agreement or (ii)
  any direct or indirect contractual counterparty or prospective counterparty
  (or such contractual counterparty's or prospective counterparty's professional
  advisor) to any credit derivative transaction relating to obligations of the
  Borrower, (g) with the consent of the Borrower, (h)&nbsp;to the extent such
  Information (i)&nbsp;becomes publicly available other than as a result of a
  breach of this <b><i>Section 10.08 </i></b>or any similar confidentiality
  undertaking by which the disclosing party is bound, or (ii)&nbsp;becomes
  available to the Administrative Agent or any Lender on a nonconfidential basis
  from a source other than the Borrower, and not from a Person party to the Loan
  Documents, or (i) to the </p>
  <p ALIGN="center">50</p>
  <p ALIGN="JUSTIFY">National Association of Insurance Commissioners or any
  other similar organization. In addition, the Administrative Agent and the
  Lenders may disclose the (i) existence of this Agreement, (ii) the initial
  pricing under this Agreement, (iii) the Termination Date and the Maturity
  Date, (iv) the initial principal amount of this Agreement, and (v) the
  identities of the Administrative Agent, the Syndication Agent, the Arrangers,
  and the documentation agents under this Agreement to market data collectors,
  similar service providers to the lending industry, and service providers to
  the Administrative Agent and the Lenders in connection with the administration
  and management of this Agreement, the other Loan Documents, the Commitments,
  and the Loans. For the purposes of this <b><i>Section&nbsp;10.08</i></b>,
  &quot;<b><i>Information</i></b>&quot; means all information received from the
  Borrower relating to the Borrower or its business, other than any such
  information that is available to the Administrative Agent or any Lender on a
  nonconfidential basis prior to disclosure by the Borrower. The Administrative
  Agent, the Syndication Agent, and each Lender 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.&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.09&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491718"><b>Set-off.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">In addition to any rights and remedies of the Lenders
  provided by law, upon the occurrence and during the continuance of any Event
  of Default, each Lender is authorized at any time and from time to time,
  without prior notice to the Borrower, any such notice being waived by the
  Borrower to the fullest extent permitted by law, to set off and apply any and
  all deposits (general or special, time or demand, provisional or final) at any
  time held by, and other indebtedness at any time owing by, such Lender to or
  for the credit or the account of the Borrower against any and all Obligations
  owing to such Lender, hereunder or under any Loan Document, now or hereafter
  existing, irrespective of whether or not the Administrative Agent or such
  Lender shall have made demand under this Agreement or any other Loan Document
  and although such Obligations may be contingent or unmatured or denominated in
  a currency different from that of the applicable deposit or indebtedness. Each
  Lender agrees promptly to notify the Borrower and the Administrative Agent
  after any such set-off and application made by such Lender; <i>provided that</i>
  the failure to give such notice shall not affect the validity of such set-off
  and application.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.10&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491719"><b>Interest Rate Limitation.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">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 &quot;<b><i>Maximum Rate</i></b>&quot;). 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 Borrower. 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) characterize
  any payment that is not principal as an expense, fee, or premium rather than
  interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
  amortize, prorate, allocate, and spread in equal or unequal parts the total
  amount of interest throughout the contemplated term of the Obligations
  hereunder.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.11&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491720"><b>Counterparts.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">This Agreement may be executed in one or more counterparts,
  each of which shall be deemed an original, but all of which together shall
  constitute one and the same instrument.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.12&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491721"><b>Integration.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">This Agreement, together with the other Loan Documents,
  comprises the complete and integrated agreement of the parties on the subject
  matter hereof and thereof and supersedes all prior agreements, written or
  oral, on such subject matter, including the Commitment Letter. In the event of
  any conflict between the provisions of this Agreement and those of any other
  Loan Document, the provisions of this Agreement shall control.</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="center">51</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.13&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491722"><b>Survival of Representations and Warranties.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">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.&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.14&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491723"><b>Severability.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">If any provision of this Agreement or the other Loan
  Documents is held to be illegal, invalid or unenforceable, (a) 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)
  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.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.15&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491724"><b>Foreign Lenders.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY"><a NAME="_Toc472306045"></p>
  <p ALIGN="JUSTIFY">(a)(i) Each Lender that is not a &quot;<i>United States
  person</i>&quot; within the meaning of <i>Section 7701(2)(30)</i> of the Code
  (a &quot;<b><i>Foreign Lender</i></b>&quot;) shall deliver to the
  Administrative Agent, with a copy to the Borrower, prior to receipt of any
  payment subject to withholding under the Code (or upon accepting an assignment
  of an interest herein), two duly signed completed copies of either IRS Form
  W-8BEN or any successor thereto (relating to such Foreign Lender and entitling
  it to an exemption from, or reduction of, withholding tax on all payments to
  be made to such Foreign Lender by the Borrower pursuant to this Agreement) or
  IRS Form W-8ECI or any successor thereto (relating to all payments to be made
  to such Foreign Lender by the Borrower pursuant to this Agreement) or such
  other evidence satisfactory to the Borrower and the Administrative Agent that
  such Foreign Lender is entitled to an exemption from, or reduction of, U.S.
  withholding tax including any exemption pursuant to <i>Section 881(c)</i> of
  the Code. Thereafter and from time to time, each such Foreign Lender shall (A)
  promptly submit to the Administrative Agent, with a copy to the Borrower, such
  additional duly completed and signed copies of one of such forms (or such
  successor forms as shall be adopted from time to time by the relevant United
  States taxing authorities) as may then be available under then current United
  States laws and regulations to avoid, or such evidence as is satisfactory to
  the Borrower and the Administrative Agent of any available exemption from or
  reduction of, United States withholding taxes in respect of all payments to be
  made to such Foreign Lender by the Borrower pursuant to this Agreement, (B)
  promptly notify the Administrative Agent, with a copy to the Borrower, of any
  change in circumstances which would modify or render invalid any claimed
  exemption or reduction, and (C) 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 that the Borrower make any
  deduction or withholding for taxes from amounts payable to such Foreign
  Lender.</p>
  <p ALIGN="JUSTIFY">(ii) Each Foreign Lender, to the extent it does not act or
  ceases to act for its own account with respect to any portion of any sums paid
  or payable to such Lender under any of the Loan Documents (for example, in the
  case of a typical participation by such Lender), shall deliver to the
  Administrative Agent on the date when such Foreign Lender ceases to act for
  its own account with respect to any portion of any such sums paid or payable,
  and at such other times as may be necessary in the determination of the
  Administrative Agent (in the reasonable exercise of its discretion), (A) two
  duly signed completed copies of the forms or statements required to be
  provided by such Lender as set forth above, to establish the portion of any
  such sums paid or payable with respect to which such Lender acts for its own
  account that is not subject to U.S. withholding tax, and (B) two duly signed
  completed copies of IRS Form W-8IMY (or any successor thereto), together with
  any information such Lender chooses to transmit with </p>
  <p ALIGN="center">52</p>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  <p ALIGN="JUSTIFY">such form, and any other certificate or statement of
  exemption required under the Code, to establish that such Lender is not acting
  for its own account with respect to a portion of any such sums payable to such
  Lender.</p>
  <p ALIGN="JUSTIFY">(iii) The Borrower shall not be required to pay any
  additional amount to any Foreign Lender under <b><i>Section 3.01</i></b> (A)
  with respect to any Taxes required to be deducted or withheld on the basis of
  the information, certificates, or statements of exemption such Lender
  transmits with an IRS Form W-8IMY pursuant to this <b><i>Section 10.15(a)</i></b>
  or (B) if such Lender shall have failed to satisfy the foregoing provisions of
  this <b><i>Section 10.15(a)</i></b>; <i>provided</i> <i>that,</i> if such
  Lender shall have satisfied the requirement of this <b><i>Section 10.15(a)</i></b>
  on the date such Lender became a Lender or ceased to act for its own account
  with respect to any payment under any of the Loan Documents, nothing in this <b><i>Section
  10.15(a)</i></b> shall relieve the Borrower of its obligation to pay any
  amounts pursuant to <b><i>Section 3.01</i></b> in the event that, as a result
  of any change in any applicable law, treaty or governmental rule, regulation
  or order, or any change in the interpretation, administration or application
  thereof, such Lender is no longer properly entitled to deliver forms,
  certificates, or other evidence at a subsequent date establishing the fact
  that such Lender or other Person for the account of which such Lender receives
  any sums payable under any of the Loan Documents is not subject to withholding
  or is subject to withholding at a reduced rate.</p>
  <p ALIGN="JUSTIFY">(iv) The Administrative Agent may, without reduction,
  withhold any Taxes required to be deducted and withheld from any payment under
  any of the Loan Documents with respect to which the Borrower is not required
  to pay additional amounts under this <b><i>Section 10.15(a)</i></b>.</p>
  <p ALIGN="JUSTIFY">(b) Upon the request of the Administrative Agent, each
  Lender that is a &quot;<i>United States person</i>&quot; within the meaning of
  <i>Section 7701(a)(30)</i> of the Code shall deliver to the Administrative
  Agent two duly signed completed copies of IRS Form W-9. If such Lender fails
  to deliver such forms, then the Administrative Agent may withhold from any
  interest payment to such Lender an amount equivalent to the applicable back-up
  withholding tax imposed by the Code, without reduction.</p>
  <p ALIGN="JUSTIFY">(c) If any Governmental Authority asserts that the
  Administrative Agent did not properly withhold or backup withhold, as the case
  may be, any tax or other amount from payments made to or for the account of
  any Lender, such Lender shall indemnify the Administrative Agent therefor,
  including all penalties and interest, any taxes imposed by any jurisdiction on
  the amounts payable to the Administrative Agent under this <b><i>Section&nbsp;10.15</i></b>,
  and costs and expenses (including attorneys' fees and expenses) of the
  Administrative Agent. The obligation of the Lenders under this <b><i>Section
  10.15</i></b> shall survive the termination of the Total Commitment, repayment
  of all the Obligations hereunder, and the resignation of the Administrative
  Agent.</p>
  </ol>
  </ol>
  </a><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.16&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491725"><b>Removal and Replacement of Lenders.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) Under any circumstances set forth herein providing that
  the Borrower shall have the right to remove or replace, as the case may be, a
  Lender as a party to this Agreement, the Borrower may, upon notice to such
  Lender and the Administrative Agent, (i) remove such Lender by terminating
  such Lender's Commitment and repay in full all principal, interest, fees, and
  other amounts owing or accrued to such Lender through the date of termination
  (including any amounts payable pursuant to <b><i>Section 3.05</i></b><i>)</i>,
  or (ii) replace such Lender by causing such Lender to assign all its
  Commitment and Loans (without payment of any assignment fee) pursuant to <b><i>Section&nbsp;10.07(b)</i></b>
  to one or more other Lenders or Eligible Assignees procured by the Borrower; <i>provided</i>
  <i>that</i> if the Borrower elects to exercise such right with respect to any
  Lender pursuant to <b><i>Section 3.06(b),</i></b> it shall be obligated to
  remove or replace, as the case may be, all Lenders that have made similar
  requests for compensation pursuant to <b><i>Section 3.01</i></b> or <b><i>3.04</i></b>.</p>
  <p ALIGN="center">53</p>
  <p ALIGN="JUSTIFY">&nbsp;The Borrower shall pay in full all principal,
  interest, fees and other amounts owing to such Lender through the date of
  termination or assignment (including any amounts payable pursuant to <b><i>Section&nbsp;3.05).
  </i></b>Any Lender being replaced shall execute and deliver an Assignment and
  Assumption with respect to such Lender's Commitment and outstanding Loans.</p>
  <p ALIGN="JUSTIFY">(b) This <b><i>Section&nbsp;10.16</i></b> shall supersede
  any provision in <b><i>Section 10.01</i></b> to the contrary.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.17&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491726"><b>Governing Law.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
  ACCORDANCE WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements
  made and to be performed entirely within such State; <i>PROVIDED</i> <i>THAT</i>
  THE ADMINISTRATIVE Agent AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
  FEDERAL LAW.</p>
  <p ALIGN="JUSTIFY">(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
  AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
  OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR
  THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
  AGREEMENT, THE BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER CONSENTS,
  FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION
  OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE Agent, AND EACH LENDER
  IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
  VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
  HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
  JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED
  THERETO. THE BORROWER, THE ADMINISTRATIVE Agent, AND EACH LENDER WAIVES
  PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE
  MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.18&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491727"><b>Waiver of Right to Trial by Jury.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p ALIGN="JUSTIFY">EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
  RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
  UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
  TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN
  DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
  EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
  OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
  DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
  JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
  A COPY OF THIS <b><i>SECTION 10.18</i></b> WITH ANY COURT AS WRITTEN EVIDENCE
  OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL
  BY JURY.</p>
  </ol>
  </ol>
  <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  10.19&nbsp;&nbsp;&nbsp; </b><a NAME="_Toc14491728"><b>TIME IS OF THE ESSENCE.</b></a>
</font>
<ol>
  <ol>
  <font SIZE="3">
  <p>TIME IS OF THE ESSENCE OF THE LOAN DOCUMENTS.</p>
  <p>&nbsp;</p>
  <p align="center">54</p>
  </ol>
  </ol>
  <blockquote>
    <blockquote>
      <p><b>&nbsp;10.20&nbsp;&nbsp;&nbsp; ENTIRE AGREEMENT.</b></p>
      <p>THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
      AGREEMENT AMOUNG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
      PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES.&nbsp; THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.</p>
    </blockquote>
  </blockquote>
  <i><b>
  <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">[Remainder of Page Intentionally Left Blank</p>
  <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Signature Pages Follow]</p>
  <p ALIGN="CENTER">&nbsp;</p>
  </b></i>
  <p ALIGN="CENTER">55</p>
  <p ALIGN="justify" style="text-indent: 25">&nbsp;&nbsp;&nbsp; Signature Page
  to that certain 364-Day Revolving Credit Agreement dated as of July&nbsp;31,
  2002, among ALLTEL Corporation, as the Borrower, Bank of America, N.A., as the
  Administrative Agent, Merrill Lynch &amp; Co., Merrill Lynch, Pierce, Fenner
  &amp; Smith Incorporated, as the Syndication Agent, and the Lenders named
  therein.</p>
  <blockquote>
    <p ALIGN="JUSTIFY">EXECUTED to be effective as of the Closing Date.</p>
  </blockquote>
  <table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
      <td width="50%" valign="top"><b>
<p style="margin-top: 0; margin-bottom: 0">ALLTEL CORPORATION</b>, as the</p>
<p style="margin-top: 0; margin-bottom: 0"><i>Borrower</i></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp;
<u><i>/s/ Scott T. Ford</i></u></p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Scott T. Ford</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Chief Executive
Officer and President</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;</p>
<b>
<p style="margin-top: 0; margin-bottom: 0">BANK OF AMERICA, N.A.</b>, as the</p>
<p style="margin-top: 0; margin-bottom: 0"><i> Administrative Agent</i> and as a <i>Lender</p>
</i>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Todd Shipley</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Todd Shipley</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Managing Director</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0"><b>MERRILL LYNCH
&amp; CO., MERRILL</b></p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0"><b>LYNCH, PIERCE,
FENNER &amp; SMITH</b></p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0"><i><b>INCORPORATED</b></i>,<i>
</i>as the<i> </i>Syndication Agent</p>
<p style="margin-top: 0; margin-bottom: 0"></p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Carol J.E. Feeley</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Carol J.E. Feeley</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;</p>
<b>
<p style="margin-top: 0; margin-bottom: 0">MERRILL LYNCH Capital&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0"> Corporation</b>, as a <i>Lender
</i>
        </p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Carol J.E. Feeley</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Carol J.E. Feeley</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Vice President</p>
<p style="word-spacing: 0; margin-top: 0; margin-bottom: 0">&nbsp;</p>
      </td>
      <td width="50%" valign="top">
<p style="margin-top: 0; margin-bottom: 0"> <b>BAYERISCHE HYPO-UND</b></p>
<p style="margin-top: 0; margin-bottom: 0"> <b>VEREINSBANK AG, NEW YORK</b></p>
<p style="margin-top: 0; margin-bottom: 0"> <b>BRANCH</b>, as a <i>Lender</i></p>
<p style="margin-top: 0; margin-bottom: 0"> &nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Eric N. Pelletier</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Eric N. Pelletier</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Hetal Selarka</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Hetal Selarka</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Associate Director</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<b>
<p>SUNTRUST BANK</b>, as a <i>Lender</p>
</i>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Thomas C. King, Jr.</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Thomas C. King, Jr.</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Vice President</p>
<p>&nbsp;</p>
<b>
<p>BANK ONE, NA</b>, as a <i>Lender</p>
</i>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Kelly T. Cotton</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Kelly T. Cotton&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Managing Director</p>
<p>&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
      </td>
    </tr>
    <tr>
      <td width="50%" valign="top">
      </td>
      <td width="50%" valign="top">
      </td>
    </tr>
  </table>
    <p ALIGN="JUSTIFY">&nbsp;</p>
  <blockquote>
  <p ALIGN="justify" style="text-indent: 25">&nbsp;Signature Page
  to that certain 364-Day Revolving Credit Agreement dated as of July&nbsp;31,
  2002, among ALLTEL Corporation, as the Borrower, Bank of America, N.A., as the
  Administrative Agent, Merrill Lynch &amp; Co., Merrill Lynch, Pierce, Fenner
  &amp; Smith Incorporated, as the Syndication Agent, and the Lenders named
  therein.</p>
    <blockquote>
    <p ALIGN="JUSTIFY">EXECUTED to be effective as of the Closing Date.</p>
    </blockquote>
  </blockquote>
  <table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
      <td width="50%">
<b>
<p style="margin-top: 0; margin-bottom: 0">AIB INTERNATIONAL FINANCE</b>, as a&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0"> <i>Lender
</i>
        </p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Grace Gilligan</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Grace Gilligan</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Manager</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Peter Nugent</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Peter Nugent</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<b>
<p>CITIBANK, N.A.</b>, as a <i>Lender</p>
</i>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Elizabeth H. Minnella</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Elizabeth H. Minnella</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
        <p>&nbsp;</td>
      <td width="50%" valign="top">
<b>
<p style="margin-top: 0; margin-bottom: 0">WACHOVIA BANK, NATIONAL&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0"> ASSOCIATION</b>, as a <i>Lender
</i>
        </p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp; <i><u>/s/ Franklin M. Wessinger</u></i></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Franklin M. Wessinger</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Managing Director</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<b>
<p>REGIONS BANK</b>, as a <i>Lender
</i>
        </p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Tammy M. Foshess</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Tammy M. Foshess</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Assistant Vice President</p>
        <p>&nbsp;</p>
<b>
<p style="margin-top: 0; margin-bottom: 0">KEYBANK NATIONAL ASSOCIATION</b>,&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0"> as a <i>Lender
</i>
        </p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
<p style="margin-top: 0; margin-bottom: 0">By:&nbsp;&nbsp;&nbsp; <u><i>/s/ Thomas J. Purcell</i></u></p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Thomas J. Purcell</p>
<p style="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Senior Vice President</p>
        <p>&nbsp;</td>
    </tr>
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