AMENDED AND RESTATEDCREDIT AGREEMENT among EQUIFAX INC. as a Borrower and as a Guarantor EQUIFAX PLC as a Designated Borrower CERTAIN OTHERSUBSIDIARIES OF EQUIFAX INC. FROM TIME TO TIME PARTY HERETO as Designated Borrowers THE LENDERS FROM TIME TOTIME PARTY HERETO and SUNTRUST BANK as Administrative Agent Dated as of July 24, 2006 BANC OF AMERICASECURITIES LLC Joint Lead Arranger SUNTRUST ROBINSONHUMPHREY, a division of SUNTRUST CAPITAL MARKETS, INC. Joint Lead Arranger BANK OF AMERICA, N.A. Syndication Agent WACHOVIA BANK, NATIONALASSOCIATION Co-Documentation Agent BANK OF NEW YORK Co-Documentation Agent and ROYAL BANK OF SCOTLAND Co-Documentation Agent

Exhibit 4.1

EXECUTION VERSION

AMENDED AND RESTATED CREDIT AGREEMENT

among

EQUIFAX INC.
as a Borrower and as a Guarantor

EQUIFAX PLC
as a Designated Borrower

CERTAIN OTHER SUBSIDIARIES OF EQUIFAX INC.
FROM TIME TO TIME PARTY HERETO
as Designated Borrowers

THE LENDERS FROM TIME TO TIME PARTY HERETO

and

SUNTRUST BANK
as Administrative Agent

Dated as of July 24, 2006

BANC OF AMERICA SECURITIES LLC
Joint Lead Arranger

SUNTRUST ROBINSON HUMPHREY,
a division of SUNTRUST CAPITAL MARKETS, INC.
Joint Lead Arranger

BANK OF AMERICA, N.A.
Syndication Agent

WACHOVIA BANK, NATIONAL ASSOCIATION
Co-Documentation Agent

BANK OF NEW YORK
Co-Documentation Agent

and

ROYAL BANK OF SCOTLAND
Co-Documentation Agent

TABLE OF CONTENTS

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SCHEDULES

EXHIBITS

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 24, 2006, among EQUIFAX INC., a Georgia corporation (the “Company”), EQUIFAX PLC, a public company limited by shares organized under the laws of England and Wales (“Equifax Plc”), certain other Wholly-Owned Subsidiaries of the Company from time to time party hereto (together with Equifax Plc, each a “Designated Borrower,” and together with the Company and Equifax Plc, the “Borrowers,” and each, a “Borrower”), the Lenders from time to time party hereto and SUNTRUST BANK, as Administrative Agent (all capitalized terms used herein and defined in Section 1.1 are used herein as therein defined).

STATEMENT OF PURPOSE

WHEREAS, pursuant to the Credit Agreement, dated as of August 20, 2004 (as amended, amended and restated, supplemented or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Borrowers, certain lenders party thereto (the “Existing Lenders”) and SunTrust Bank, as administrative agent thereunder, the Existing Lenders committed to make extensions of credit to the Borrowers on the terms and conditions set forth therein, including making revolving loans (the “Existing Loans”) to the Borrowers; and

WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Borrowers pursuant to the terms of this Agreement, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement, and (b) the Existing Loans and other Obligations (as defined in and) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (which shall hereafter have no further effect upon the parties thereto, other than for accrued fees and expenses, and indemnification provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS, ETC.

SECTION 1.1  Definitions.

The following terms when used in this Agreement shall have the meanings assigned to them below:

“Additional Commitment Lender” shall have the meaning assigned thereto in Section 2.12(d).

“Administrative Agent” means SunTrust Bank in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 12.7.

“Administrative Agent’s Fee Letter” means that certain letter agreement, dated as of June 28, 2006, among the Administrative Agent, SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc. and the Company, as amended, modified, supplemented or replaced from time to time.

“Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 13.1(c).

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries (a) controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries or (b) owns or holds ten percent (10%) or more of the Capital Stock in such first Person or any of its Subsidiaries.  The term “control” means the possession, directly or indirectly, of any power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agent Parties” shall have the meaning assigned thereto in Section 13.1(c).

“Aggregate Revolving Credit Commitment” means the aggregate Revolving Credit Commitment of all Lenders, as such amount may be increased or reduced or modified at any time or from time to time pursuant to the terms hereof.  The Aggregate Revolving Credit Commitment on the Closing Date shall be Five Hundred Million Dollars ($500,000,000).

“Aggregate Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) such Lender’s Revolving Credit Commitment to (b) the Aggregate Revolving Credit Commitment of all of the Lenders.

“Agreed Alternative Currency” shall have the meaning assigned thereto in Section 2.9(e).

“Agreement” means this Amended and Restated Credit Agreement, as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time.

“Agreement Currency” shall have the meaning assigned thereto in Section 13.20.

“Applicable Currency” means, as to any particular Revolving Credit Loan, Competitive Bid Loan, Letter of Credit or payment, Dollars or the Offshore Currency in which such Loan, Letter of Credit or payment is denominated or is payable.

“Applicable Foreign Obligor Documents” shall have the meaning assigned thereto in Section 6.1(y).

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“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Percentage” means, for purposes of calculating (a) the interest rate applicable to Offshore Rate Loans for purposes of Section 4.1(a); (b) the L/C Fee for purposes of Section 3.3(a); or (c) the Facility Fee for purposes of Section 4.3(b), the rate set forth below opposite the Applicable Rating then in effect:

For purposes of the foregoing, (i) if the Applicable Ratings established by Moody’s and S&P are different but correspond to consecutive Pricing Levels, then the Pricing Level with the lower number (i.e., corresponding to the better rating) shall apply (e.g., if Moody’s and S&P’s Applicable Ratings correspond to Pricing Levels I and II, respectively, then Pricing Level I will apply), (ii) if the Applicable Ratings established by Moody’s and S&P are different and correspond to non-consecutive Pricing Levels, then the Pricing Level with a number equal to the lower Pricing Level number (i.e., corresponding to the better rating) plus one shall apply (e.g., if Moody’s and S&P’s Applicable Ratings correspond to Pricing Levels I and IV, respectively, then Pricing Level II will apply), (iii) if only one Applicable Rating is available as a result of either S&P or Moody’s failure to continue to rate any issuer’s senior, unsecured, long-term, non-credit enhanced debt for borrowed money, then the Pricing Level shall be based on such Applicable Rating that remains available (e.g., if Moody’s Applicable Rating corresponds to Pricing Level I and S&P is no longer in the business of rating any issuer’s senior, unsecured, long-term, non-credit enhanced debt for borrowed money, then Pricing Level I will apply), (iv) if S&P or Moody’s withdraws its Applicable Rating and the remaining Applicable Rating is below BBB+/Baa1, as applicable, then such remaining Applicable Rating shall apply for sixty (60) days from the date of such withdraw by either S&P or Moody’s of its Applicable Rating and thereafter Pricing Level V shall apply until the earlier of (A) such time as S&P and/or Moody’s provides

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another Applicable Rating or (B) the Required Lenders have agreed to an alternative pricing grid or other method for determining Pricing Levels pursuant to an effective amendment to this Agreement, (v) if S&P or Moody’s withdraws its Applicable Rating and the remaining Applicable Rating is BBB+/Baa1 or above, as applicable, then the Pricing Level shall correspond to the remaining Applicable Rating, and (vi) if both S&P and Moody’s withdraw their Applicable Ratings, then Pricing Level V shall apply until the earlier of (A) such time as S&P and/or Moody’s provides another Applicable Rating or (B) the Required Lenders have agreed to an alternative pricing grid or other method for determining Pricing Levels pursuant to an effective amendment to this Agreement.

The Applicable Percentage shall be determined and adjusted as of the date on which any change in an Applicable Rating is announced by the relevant rating agency (each such adjustment date, a “Rate Determination Date”).

Each Applicable Percentage shall be effective from a Rate Determination Date until the next such Rate Determination Date.  The Administrative Agent shall determine the appropriate Applicable Percentages in the pricing matrix promptly upon notice of a ratings change by the Company as required pursuant to Section 7.6 and shall promptly notify the Company and the Lenders of any change thereof.  Such determinations by the Administrative Agent shall be conclusive absent manifest error.  Adjustments in the Applicable Percentages shall be effective as to existing Extensions of Credit as well as any new Extension of Credit made thereafter.  The Applicable Percentage from the Closing Date shall be based on Pricing Level II, subject to adjustment as provided herein.

“Applicable Rating” means as to each of Moody’s and S&P, its rating of the Company’s senior, unsecured, long-term, non-credit enhanced debt for borrowed money.

“Applicant Borrower” shall have the meaning assigned thereto in Section 2.10(a).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Banc of America Securities LLC and SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., in their capacities as Joint Lead Arrangers for the Credit Facility.

“Asset Disposition” means the disposition of any or all of the assets (including without limitation the disposition of accounts and notes receivable, the sale of the Capital Stock of a Subsidiary to a Person other than the Company or a Subsidiary of the Company and any Equity Issuance of Capital Stock of a Subsidiary to a Person other than the Company or a Subsidiary of the Company) of the Company or any of its Subsidiaries whether by sale, lease, transfer or otherwise.  The term “Asset Disposition” shall not include (i) the sale of inventory or Cash Equivalents in the ordinary course of business, (ii) the sale or disposition of fixed assets no longer used or useful in the conduct of such Person’s business, (iii) any Equity Issuance of Capital Stock of the Company, (iv) transfers of assets to the Company or from a Subsidiary of the Company to a Wholly-Owned Subsidiary of the Company, (v) transfers of assets required in connection with any Permitted Securitization Transaction or (vi) transfers of assets which individually account for less than $1,000,000 of the Consolidated Operating Profit for the immediately preceding Fiscal Year.

“Assignment and Acceptance” shall have the meaning assigned thereto in Section 13.9(b)(iii).

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“Bankruptcy Event” means any of the events set forth in Section 11.1(i) or (j) or any of those events which with the passage of time, the giving of notice or any other condition would constitute such an event, in respect of any of the Borrowers or any of their Subsidiaries.

“Base Rate” means, at any time, the higher of (a) the Prime Rate and (b) the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

“Base Rate Loan” means any Loan denominated in Dollars and bearing interest at a rate based upon the Base Rate as provided in Section 4.1(a).

“Benefited Lender” shall have the meaning assigned thereto in Section 4.6.

“Borrower Joinder Agreement” means a Borrower Joinder Agreement executed by an Applicant Borrower, the Company and the Administrative Agent in substantially the form of Exhibit E, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Borrower Materials” shall have the meaning assigned thereto in Section 7.1(c).

“Borrowers” and “Borrower” shall have the meanings assigned thereto in the preamble.

“Business Day” shall mean any day other than a Saturday or Sunday on which banks are not authorized or required to close in Atlanta, Georgia or New York, New York and, if the applicable Business Day relates to the advance or continuation of, conversion into, or payment on an Offshore Rate Loan or a Competitive Bid Loan (i) in a currency other than euros, on which banks are dealing in Dollar or any Offshore Currency (other than euros) deposits, as applicable, in the applicable interbank eurocurrency market in London, England, and in the country of issue of the currency of such Offshore Rate Loan or a Competitive Bid Loan, and (ii) in euros, on which TARGET is open for the settlement of payments in euros.

“Capital Lease” means, with respect to any Person, any lease of any property that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of such Person and its Consolidated Subsidiaries.

“Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalent” means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) U.S. dollar denominated time and demand deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank

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having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders) or securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which the Borrower shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).

“Change in Control” shall have the meaning assigned thereto in Section 11.1(h).

“Closing Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 5.1 shall be satisfied or waived in all respects.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

“Company” shall have the meaning assigned thereto in the preamble.

“Compensation Period” shall have the meaning assigned thereto in Section 4.7(b)(ii).

“Competitive Bid” means an offer by a Lender to make a Competitive Bid Loan in accordance with Section 2.5.

“Competitive Bid Loans” means any Loan made pursuant to Section 2.5 and all such Loans collectively as the context requires.

“Competitive Bid Rate” means the rate of interest per annum expressed in multiples of l/100th of one percent offered with respect to any Competitive Bid Loan offered by the Lender making such Competitive Bid.

“Competitive Bid Request” means a request by the Company, on behalf of a Borrower, for Competitive Bids in accordance with Section 2.5.

“Confidential Information” means all confidential information received from the Borrowers or any of their respective Subsidiaries relating to the Borrowers or any such Subsidiaries or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any such Borrower or any such Subsidiary.

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“Consolidated” means, when used with reference to financial statements or financial statement items of a Person and its Subsidiaries, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“Consolidated EBITDA” means, for any period, as applied to the Company and its Consolidated Subsidiaries without duplication, the sum of the amounts for such period of: (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income has been deducted for (i) Consolidated Interest Expense, (ii) all federal and state income tax expense, (iii) depreciation and amortization expense, and (iv) all other non-cash charges, all of the foregoing as determined and computed on a Consolidated basis in accordance with GAAP; provided that for purposes of calculating Consolidated EBITDA of the Company for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Leverage Ratio, (x) the Consolidated EBITDA of (or attributable to) (A) any other Person, (B) all or substantially all of the business or assets of any other Person or (C) operating division or business unit of any other Person, acquired by, or merged into or consolidated with, the Company or one of its Consolidated Subsidiaries during such Reference Period, in each case under this clause (x), shall be included on a pro forma basis for such Reference Period as if such acquisition, merger or consolidation in connection therewith occurred on the first day of such Reference Period and (y) the Consolidated EBITDA of (or attributable to) (A) any Consolidated Subsidiary whose Capital Stock is sold or otherwise transferred to any Person other than to the Company or to a Consolidated Subsidiary of the Company during such Reference Period such that as a result of such sale or transfer such Consolidated Subsidiary ceases to be a Subsidiary of the Company, (B) assets (whether all or substantially all) of the Company or any Consolidated Subsidiary sold, leased or otherwise transferred to any Person other than to the Company or to a Subsidiary of the Company during such Reference Period or (C) an operating division or business unit of the Company or any Consolidated Subsidiary sold, leased or otherwise transferred to any Person other than to the Company or to a Consolidated Subsidiary of the Company during such Reference Period, in each case under this clause (y), shall be excluded on a pro forma basis for such Reference Period as if the consummation of such sale, lease or other transfer occurred on the first day of such Reference Period so long as the Consolidated EBITDA of (or attributable to) such Capital Stock, asset, operating division or business unit sold or otherwise transferred, exceeds 5% of Consolidated Operating Profit for the immediately preceding Fiscal Year.

“Consolidated Funded Debt” means, as of any date, without duplication, all Debt of the Company and its Consolidated Subsidiaries of the type referred to in clauses (a), (b), (f), (g), (h), (i), (j) (but in the case of clause (j), only to the extent of any drawn amount of such letters of credit) and (l) and (m) of the definition of “Debt” set forth in this Section 1.1, all of the foregoing as determined and computed on a Consolidated basis in accordance with GAAP.  Any Debt described in clauses (l) and (m) of the definition of Debt shall be included in the calculation of Consolidated Funded Debt even if the applicable Subsidiary (including any Permitted Securitization Subsidiary) is not consolidated under GAAP.

“Consolidated Interest Expense” means, for any period, as applied to the Company and its Consolidated Subsidiaries, for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total interest expense, including without limitation the interest component of any payments in respect of capital leases capitalized or expensed during such

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period (whether or not actually paid during such period) plus (ii) the net amount payable (or minus the net amount receivable) under Hedging Agreements during such period (whether or not actually paid or received during such period), in each case as determined and computed on a Consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income, after taxes, of the Company and its Consolidated Subsidiaries for such period as determined and computed on a Consolidated basis in accordance with GAAP.

“Consolidated Net Tangible Assets” means, as of any date, Consolidated Total Assets, less the sum of the value, as set forth or reflected in the most recent Consolidated balance sheet of the Company and its Consolidated Subsidiaries, prepared in accordance with GAAP of:

(i)            All assets which would be treated as intangible assets for balance sheet presentation purposes under GAAP, excluding “Purchased Data Files,” but including, without limitation, goodwill (as determined by the Company in a manner consistent with its past accounting practices and in accordance with GAAP), trademarks, tradenames, copyrights, patents and technologies, and unamortized debt discount and expense;

(ii)           To the extent not included in (i) of this definition, any amount at which shares of Capital Stock of the Company appear as an asset on the balance sheet of its Consolidated Subsidiaries; and

(iii)          To the extent not included in (i) of this definition, deferred expenses.

“Consolidated Operating Profit” means, for any period, the Operating Profit of the Company and its Consolidated Subsidiaries, all of the foregoing as determined and computed on a Consolidated basis in accordance with GAAP.

“Consolidated Subsidiary” means, at any date, any Subsidiary or other entity the accounts of which, in accordance with GAAP, are Consolidated with those of the Company in its Consolidated financial statements as of such date.

“Consolidated Total Assets” means, as of any date, the assets and properties of the Company and its Consolidated Subsidiaries, as determined and computed on a Consolidated basis in accordance with GAAP.

“Credit Facility” means the collective reference to Revolving Credit Facility and the L/C Facility or any one of them, as the context requires.

“CSC” means Computer Sciences Corporation, a Nevada corporation.

“CSC Agreement” means the Agreement for Computerized Credit Reporting Services and Options to Purchase and Sell Assets, dated as of the 1st day of August, 1988, among EIS, the Company, CSC and certain other parties, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

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“CSC Put” means the right of certain subsidiaries of CSC under the CSC Agreement to require EIS to purchase their credit reporting businesses within 180 days after notice.

“Debt” of any Person means at any date, without duplication: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person (i) issued or assumed as the deferred purchase price of Property or services purchased by such Person (other than trade debt incurred in the ordinary course of business on terms customary in the trade) which would appear as liabilities on a balance sheet of such Person or (ii) arising out of the CSC Put after the receipt by the Company or any of its Subsidiaries of notice from CSC or any of its Subsidiaries regarding the intent to exercise the CSC Put, (e) all obligations of such Person under take or pay or similar arrangements or under commodities agreements, (f) all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, provided that for purposes hereof the amount of such Debt shall be limited to the greater of (i) the amount of such Debt as to which there is recourse to such Person and (ii) the fair market value of the property which is subject to the Lien, (g) all Support Obligations of such Person with respect to a Debt of another Person, (h) the principal portion of all obligations of such Person under Capital Leases, (i) all net obligations of such Person in respect of Hedging Agreements, (j) the maximum amount of all standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed or not cash collateralized), (k) all preferred stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date, (l) the outstanding attributed principal amount under any asset securitization program of such Person (including without limitation any notes or accounts receivable financing program) and (m) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.  The Debt of any Person shall include the Debt of any partnership or joint venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to the assets (other than the ownership interest in such partnership or joint venture) of such Person for payment of such Debt.

“Default” means any of the events specified in Section 11.1 which, with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect.

“Designated Borrower” means any Applicant Borrower that becomes a Borrower under this Agreement in accordance with the provisions of Section 2.10.

“Designating Lender” has the meaning set forth in Section 13.9(i).

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“Determination Date” shall have the meaning assigned thereto in Section 2.9(a).

“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

“Dollar Equivalent” means, at any time, (a) as to any amount denominated in Dollars, the amount thereof at such time, and (b) as to any amount denominated in an Offshore Currency, the equivalent amount in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of Dollars with such Offshore Currency on the most recent Determination Date provided for in Section 2.9(a).

“EIS” means Equifax Information Services, LLC, formerly known as Equifax Credit Information Services, Inc.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender or any fund that invests in bank loans and is managed by an investment advisor to a Lender; and (c) any other Person approved by the Administrative Agent and, unless a Default or Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 13.9, the Company (such approval not to be unreasonably withheld or delayed by the Company and such approval to be deemed given by the Company if no objection is received by the assigning Lender and the Administrative Agent from the Company within five (5) Business Days after notice of such proposed assignment has been provided by the assigning Lender to the Company); provided, however, that neither a Borrower nor an Affiliate of a Borrower shall qualify as an Eligible Assignee.

“Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of a Borrower or any ERISA Affiliate or (b) has at any time within the preceding six years been maintained for the employees of a Borrower or any current or former ERISA Affiliate.

“EMU Legislation” means legislative measures of the European Council (including without limitation European Council regulations) for the introduction of, changeover to, or operation of, the euro.

“Environmental Laws” means any and all federal, state, local and foreign laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, binding interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

“Environmental Permits” shall have the meaning assigned thereto in Section 6.1(h).

“Equity Issuance” means any issuance by the Company or any of its Subsidiaries to any Person other than the Company or any of its Subsidiaries of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants or (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity.

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“Equifax Plc” shall have the meaning assigned thereto in the preamble.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

“ERISA Affiliate” means any Person who together with a Borrower is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“euro” means the single currency of Participating Member States of the European Community.

“Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City and to which the Administrative Agent or any Lender is then subject.

“European Community” means those European countries that are signatories to the Treaty on European Union.

“Event of Default” means any of the events specified in Section 11.1, provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

“Existing Credit Agreement” shall have the meaning assigned thereto in the recitals.

“Existing Lenders” shall have the meaning assigned thereto in the recitals.

“Existing Maturity Date” shall have the meaning assigned thereto in Section 2.12(a).

“Existing Swingline Loans” means each of the swingline loans set forth in Schedule 1.1(a).

“Extension Effective Date” shall have the meaning assigned thereto in Section 2.12(a).

“Extension Notice” shall have the meaning assigned thereto in Section 2.12(a).

“Extensions of Credit” means, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, (c) the aggregate principal amount of all Competitive Bid Loans made by such Lender then outstanding and (d) such Lender’s Revolving Credit Commitment Percentage of all Swingline Loans then outstanding.  “Extension of Credit” means, as to any Lender (a) any component of such Lender’s Extensions of Credit or (b) the making of, or participation in, a

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Loan by such Lender or the issuance or extension of, or participation in, a Letter of Credit by such Lender, as the context may require.

“Facility Fee” shall have the meaning assigned thereto in Section 4.3(a).

“FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Fiscal Year” means the fiscal year of the Company and its Subsidiaries ending on or about December 31.

“Foreign Currency Sublimit” shall mean $200,000,000, as such amount may be reduced from time to time pursuant to the terms of this Agreement.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Company is located.  For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Obligor” means a Borrower that is a Foreign Subsidiary.

“Foreign Pension Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by a Borrower or any one or more of its Subsidiaries primarily for the benefit of employees of such Borrower or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Subsidiary” means each Subsidiary of the Company that is not incorporated under the laws of the United States or any State or territory thereof.

“Fund” 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.

“GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis throughout the period indicated.

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“Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

“Governmental Authority” means any nation, province, state or political subdivision thereof, and any government or any Person exercising executive, legislative, regulatory or administrative 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.

“Guaranteed Obligations” means, without duplication, all of the Obligations of the Designated Borrowers to the Lenders and the Administrative Agent, whenever arising, under this Agreement, the Borrower Joinder Agreements, any L/C Applications, the Notes and any other Loan Documents (including, but not limited to, obligations with respect to principal, interest and fees and obligations of any Designated Borrower under Section 13.2 hereof).

“Hazardous Materials” means any substances or materials (a) which are or become regulated or defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit or license under any Applicable Law or other Governmental Approval, or (e) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

“Hedging Agreement” means any agreement with respect to an interest rate swap, collar, cap, floor or forward rate agreement, foreign currency agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of any Person, and any confirming letter executed pursuant to such hedging agreement, all as amended, amended and restated, supplemented or otherwise modified from time to time.

“ICC” shall have the meaning assigned to such term in Section 3.1.

“Increase Effective Date” shall have the meaning assigned thereto in Section 2.13(d).

“Information” shall have the meaning assigned thereto in Section 5.1(g)(2).

“Interest Period” shall have the meaning assigned thereto in Section 4.1(b).

“Investment” in any Person means (a) the acquisition (whether for cash, property, services, assumption of Debt, securities or otherwise) of shares of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or securities issued by such Person, (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than those made in connection with the purchase of equipment or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person including, without limitation, any Support Obligation (including any support for a letter of credit issued on behalf of such person) incurred for the benefit of such Person.

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“ISP” shall have the meaning assigned thereto in Section 3.1.

“Issuing Lender” means with respect to any Letter of Credit, SunTrust Bank in its capacity as issuer of such Letter of Credit and any successor Issuing Lender appointed pursuant to Section 13.9(h) upon the resignation of SunTrust Bank.

“Judgment Currency” shall have the meaning assigned thereto in Section 13.20.

“L/C Application” means an application, in the form specified by any Issuing Lender from time to time, requesting such Issuing Lender to issue a Letter of Credit.

“L/C Commitment” means Fifty Million Dollars ($50,000,000).

“L/C Facility” means the letter of credit facility established pursuant to Article III hereof.

“L/C Fee” shall have the meaning assigned thereto in Section 3.3(a).

“L/C Obligations” means at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the Dollar Equivalent of the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

“L/C Participants” means the collective reference to all the Lenders having a Revolving Credit Commitment other than the applicable Issuing Lender.

“Lender” means each Person executing this Agreement as a Lender as set forth on the signature pages hereto and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 13.9(b), other than any party hereto that ceases to be a party hereto pursuant to any Assignment and Acceptance.

“Lender Default” means (a) the refusal (which has not been retracted) or the failure of a Lender to make available its portion of any Mandatory Borrowing or (b) a Lender having notified in writing the Company and/or the Administrative Agent that such Lender does not intend to comply with its obligations under Section 2.6(b), in the case of either clause (a) or (b) as a result of any takeover or control of such Lender by any Governmental Authority.

“Lending Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans.

“Letter of Credit” means any standby or commercial letter of credit issued hereunder.

“Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) Consolidated Funded Debt on such day to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending as of such day.

“LIBOR” means for any Offshore Rate Loan for any Interest Period, the rate per annum quoted at or about 11:00 a.m. (London, England time) two business days before the

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commencement of such Interest Period on that page of the Reuters, Telerate or Bloombergs reporting service (as then being used by the Administrative Agent to obtain such interest rate quotes) that displays British Bankers’ Association interest settlement rates for deposits in the applicable currency of such eurocurrency borrowing, or if such page or such service shall cease to be available, such other page or other service (as the case may be) for the purpose of displaying British Bankers’ Association interest settlement rates as reasonably determined by the Administrative Agent upon advising the Company as to the use of any such service.  If for any reason any such interest settlement rate for such Interest Period is not available to the Administrative Agent through any such interest rate reporting service, then “LIBOR” with respect to such borrowing will be the rate at which the Administrative Agent is offered deposits for such applicable currency in the Dollar Equivalent of $1,000,000 for a period approximately equal to such Interest Period in the London interbank market at 10:00 a.m. two Business Days before the commencement of such Interest Period.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.  For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease (excluding, however, any synthetic leases) or other title retention agreement relating to such asset.

“Loan Documents” means, collectively, this Agreement, the Notes, the Administrative Agent’s Fee Letter, the L/C Applications, any Borrower Joinder Agreement and each other document, instrument and agreement executed and delivered by any Borrower, its Subsidiaries in connection with this Agreement or otherwise contemplated hereby, all as may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Loans” means the collective reference to the Revolving Credit Loans, the Competitive Bid Loans and the Swingline Loans; “Loan” means any one of such Loans.

“Mandatory Borrowing” shall have the meaning assigned thereto in Section 2.6(b).

“Mandatory Cost” means the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 4.1(f).

“Material Adverse Effect” means any of (a) a material adverse effect on the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, (b) a material adverse effect on the ability of any Borrower to perform its obligations under the Loan Documents, in each case to which it is a party, or (c) a material adverse effect on the rights or remedies of the Lenders or the Administrative Agent hereunder or under any other Loan Document.

“Material Subsidiary” shall mean at any time any direct or indirect Subsidiary of the Company having: (a) assets in an amount equal to at least 5% of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recent fiscal quarter of the Company at such time; or (b) revenues or net income in an amount equal to at least 5% of the total revenues or net income of the Company and its Subsidiaries on a consolidated

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basis for the 12-month period ending on the last day of the most recent fiscal quarter of the Company at such time.

“Maturity Date” means the later of (a) July 24, 2011 and (b) if maturity is extended pursuant to Section 2.12, such extended maturity date as determined pursuant to such Section; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Moody’s” means Moody’s Investors Service, Inc. or any successor or assignee in the business of rating securities.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which a Borrower or any ERISA Affiliate is making, has made, is accruing or has accrued an obligation to make, contributions within the preceding six years.

“Non-Extending Lender” shall have the meaning given thereto in Section 2.12(b).

“Notes” means the collective reference to the Revolving Credit Notes; “Note” means any one of such Notes.

“Notice Date” shall have the meaning given thereto in Section 2.12(b).

“Notice of Account Designation” shall have the meaning assigned thereto in Section 2.2(b).

“Notice of Conversion/Continuation” shall have the meaning assigned thereto in Section 4.2.

“Notice of Prepayment” shall have the meaning assigned thereto in Section 2.3(c).

“Notice of Revolving Credit Borrowing” shall have the meaning assigned thereto in Section 2.2(a).

“Notice of Swingline Borrowing” shall have the meaning assigned thereto in Section 2.6(d).

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, and (b) all other fees and commissions (including reasonable and actual attorney’s fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Borrowers to the Lenders or the Administrative Agent, of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note, in each case under or in respect of this Agreement, any Note, or any of the other Loan Documents.

“Officer’s Compliance Certificate” shall have the meaning assigned thereto in Section 7.2.

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“Offshore Currency” means euro, Australian Dollars, Canadian Dollars, Singapore Dollars, Swedish Kroner, Danish Kroner, Norwegian Kroner, Japanese Yen, New Zealand Dollars, Sterling, Swiss Franc and any Agreed Alternative Currency determined in accordance with Section 2.9(e).

“Offshore Currency Loan” means any Offshore Rate Loan or Competitive Bid Loan denominated in an Offshore Currency.

“Offshore Rate” means, for any Interest Period, with respect to an Offshore Rate Loan, the rate of interest per annum (rounded upward to the next 1/100th of 1%) determined by the Administrative Agent as follows:

The Offshore Rate shall be adjusted automatically as to all Offshore Rate Loans then outstanding as of the effective date of any change in the Eurodollar Reserve Percentage.

“Offshore Rate Loan” means a Revolving Credit Loan or a Swingline Loan bearing interest at a rate based upon the Offshore Rate as provided in Section 4.1(a) and, if a Revolving Credit Loan, may be an Offshore Currency Loan or a Revolving Credit Loan denominated in Dollars.

“Operating Lease” shall mean, as to any Person, as determined in accordance with GAAP, any lease of property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

“Operating Profit” means, as applied to any Person for any period, the operating revenue of such Person for such period, less (i) its costs of services for such period and (ii) its selling, general and administrative costs for such period but excluding therefrom all extraordinary gains or losses, all as determined and computed in accordance with GAAP.

“Other Taxes” shall have the meaning assigned thereto in Section 4.11(b).

“Participant” shall have the meaning assigned thereto in Section 13.9(d).

“Participating Member State” means each country so described in any EMU Legislation.

“Patriot Act” shall have the meaning assigned thereto in Section 6.1(x).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor agency.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and is maintained for the employees of a Borrower or any of its ERISA Affiliates.

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“Permitted Securitization Subsidiary” shall mean any Subsidiary of the Company that (i) is directly or indirectly wholly-owned by the Company, (ii) is formed and operated solely for purposes of a Permitted Securitization Transaction provided that such Permitted Securitization Subsidiary may invest up to $3,500,000 in publicly traded stock of one or more Persons, and (iii) has organizational documents which limit the permitted activities of such Permitted Securitization Subsidiary to the acquisition of accounts receivable and related rights from the Company or one or more of its Consolidated Subsidiaries or another Permitted Securitization Subsidiary, the securitization or other financing of such accounts receivable and related rights and activities necessary or incidental to the foregoing.

“Permitted Securitization Transaction” shall mean the transfer by the Company or one or more of its Consolidated Subsidiaries of receivables and rights related thereto to one or more Permitted Securitization Subsidiaries and the related financing of such receivables and rights related thereto; provided that the aggregate total amount of all Debt outstanding to third parties under all Permitted Securitization Transactions shall not exceed $250,000,000 in the aggregate outstanding at any time.

“Person” means an individual, corporation, limited liability company, partnership, association, trust, business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity or group thereof.

“Platform” shall have the meaning assigned thereto in Section 7.1(c).

“Pricing Level” means the level on the table of Applicable Percentages corresponding to the Applicable Rating of the Company then in effect.

“Prime Rate” shall mean the rate which SunTrust announces from time to time as its prime lending rate, as in effect from time to time (any changes in such rate to be effective as of the date of any change in such rate).  The SunTrust prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  SunTrust may make commercial loans or other loans at rates of interest at, above, or below the SunTrust prime lending rate.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Public Lender” shall have the meaning assigned thereto in Section 7.1(c).

“Real Property” of any Person shall mean all the right, title and interest of such Person in and to land, improvements and fixtures, including leaseholds.

“Register” shall have the meaning assigned thereto in Section 13.9(c).

“Reimbursement Obligation” means the obligation of a Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued at the request of the Company, on behalf of such Borrower.

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Reportable Event” shall mean an event described in Section 4043(c) of ERISA with respect to a Pension Plan that is subject to Title IV of ERISA other than those events as to which the 30-day notice period is waived under subsection .22, ..23, .27 or .28 of PBGC Regulation Section 4043.

“Required Lenders” means, at any date, any combination of Lenders whose Revolving Credit Commitment Percentage in the aggregate exceeds more than fifty percent (50%) of the Aggregate Revolving Credit Commitment or, if the Aggregate Revolving Credit Commitment has been terminated, any combination of Lenders who collectively hold more than fifty percent (50%) of the aggregate unpaid principal amount of the Extensions of Credit (excluding the aggregate unpaid principal amount of Competitive Bid Loans); provided that, for purposes of declaring the Loans to be due and payable pursuant to Article XI, and for all purposes after the Loans become due and payable pursuant to Article XI, the outstanding Competitive Bid Loans of the Lenders shall be included in the Lenders’ respective Revolving Credit Commitment or Extensions of Credit, as applicable, in determining the Required Lenders.

“Responsible Officer” means any of the following: the chairman, president, chief executive officer, chief financial officer or treasurer of the Company or any other officer of the Company reasonably acceptable to the Administrative Agent; provided that the term “Responsible Officer” shall be deemed to refer to only the treasurer or chief financial officer of the Company in connection with any matters involving the determination of financial covenant compliance or the certification of financial statements.

“Restricted Investments” means Investments in joint ventures and other Persons which are not Consolidated Subsidiaries.  Restricted Investments shall not include Investments made in the acquisition of a Person which becomes a Consolidated Subsidiary upon the closing of such acquisition.

“Restricted Payment” means (i) any dividend or other payment or distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Company or any of its Subsidiaries, now or hereafter outstanding (including without limitation any payment in connection with any dissolution, merger, consolidation or disposition involving any of the Company or any of its Subsidiaries), or to the holders, in their capacity as such, of any shares of any class of Capital Stock of the Company or any of its Subsidiaries, now or hereafter outstanding (other than dividends or distributions payable in Capital Stock of the applicable Person and dividends or distributions payable (directly or indirectly through Subsidiaries) to the Company or any Wholly-Owned Subsidiary of the Company), (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Company or any of its Subsidiaries, now or hereafter outstanding (other than such transactions payable (directly or indirectly through Subsidiaries) to the Company or any Wholly-Owned Subsidiary of the Company) and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock

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of the Company or any of its Subsidiaries (other than such payments payable (directly or indirectly through Subsidiaries) to the Company or any Wholly-Owned Subsidiary of the Company).

“Revolving Credit Commitment” means as to any Lender, the obligation of such Lender to make Revolving Credit Loans for the accounts of the Borrowers in an aggregate principal Dollar Equivalent amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(a) hereto as such amount may be reduced or modified at any time or from time to time pursuant to the terms hereof.

“Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Lender to (b) the Aggregate Revolving Credit Commitment.

“Revolving Credit Facility” means the revolving credit facility established pursuant to Section 2.1 hereof.

“Revolving Credit Loans” means the collective reference to the revolving loans made to a Borrower pursuant to Section 2.2 under the Revolving Credit Facility; “Revolving Credit Loan” means any of such Revolving Credit Loans.

“Revolving Credit Notes” means the collective reference to the Revolving Credit Notes made by the applicable Borrower payable to the order of each Lender with a Revolving Credit Commitment substantially in the form of Exhibit A-1 hereto or Exhibit A-2 hereto, as appropriate, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extensions thereof, in whole or in part; “Revolving Credit Note” means any of such Revolving Credit Notes.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any successor or assignee in the business of rating securities.

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to any Borrower or Subsidiary thereof of any Property, whether owned by such Borrower or Subsidiary as of the Closing Date or later acquired, which has been or is to be sold or transferred by such Borrower or Subsidiary to such Person or to any other Person from whom funds have been, or are to be, advanced by such Person on the security of such Property.

“SEC Reports” shall have the meaning assigned thereto in Section 6.1(w).

“Spot Rate” for a currency means the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of such currency with another currency through its foreign exchange trading office at approximately 8:00 a.m. (Atlanta time) on the date two Business Days prior to the date as of which the foreign exchange computation is made.

“SPV” shall have the meaning assigned thereto in Section 13.9(i)(i).

“Standard Securitization Undertakings” shall mean any obligations and undertakings of the Company and any Consolidated Subsidiary consisting of representations, warranties,

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covenants, and indemnities standard in securitization transactions and related servicing of receivables.

“Sterling” means Pound Sterling, the currency of the United Kingdom.

“Subordinated Debt” means the collective reference to Debt of the Borrowers or any Subsidiary thereof subordinated in right and time of payment to the Obligations and otherwise permitted hereunder.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be Consolidated with those of the parent in the parent’s Consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.  As used herein, for purposes of any covenant, a Subsidiary of the Company or a Borrower refers to all direct and indirect Subsidiaries of such Person.  Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Company.

“SunTrust” means SunTrust Bank and its successors and assigns.

“Support Obligation” means, with respect to any Person and its Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term Support Obligation shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) a contractual commitment by one Person to invest in another Person for so long as such investment is expected to constitute a Permitted Investment.

“Swingline Lender” means SunTrust in its capacity as issuer of any Swingline Loan.

“Swingline Loans” means the collective reference to the revolving loans made by the Swingline Lender pursuant to Section 2.6; “Swingline Loan” means any of such Swingline Loans.

“Swingline Maximum” means Fifty Million Dollars ($50,000,000).

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“Swingline Rate” shall mean, for any Interest Period, the rate as offered by the Administrative Agent and accepted by the Company.  The Company is under no obligation to accept this rate and the Administrative Agent is under no obligation to provide it.

“TARGET” means the Trans-European Automated Real-time Gross settlement Express Transfer system.

“TARGET Business Day” means a day when TARGET is open for business.

“Taxes” shall have the meaning assigned thereto in Section 4.11(a).

“Termination Date” means the earliest of the dates referred to in Section 2.8.

“Termination Event” means any of the following:  (a) the occurrence of a Reportable Event, or (b) the withdrawal of a Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate, or to seek the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer any Pension Plan, or (f) the partial or complete withdrawal of a Borrower or any ERISA Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA or (j) the withdrawal or partial withdrawal of any Borrower or ERISA Affiliate from a Multiemployer Plan.

“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came into force on November 1, 1993), as amended from time to time.

“UCC” means, with respect to any Letter of Credit, the Uniform Commercial Code as in effect in the State in which the corporate headquarters of the relevant Issuing Lender is located or such other jurisdiction as is acceptable to the relevant Issuing Lender, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Unfunded Current Liability” of any Pension Plan means the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Pension Plan as of the close of its most recent year, determined in accordance with actuarial assumptions at such time consistent with Statement of Financial Accounting Standards No 87, exceeds the sum of (a) the market value of the assets allocable thereto and (b) $100,000.

“United States” means the United States of America.

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“Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of capital stock or other ownership interests of such Subsidiary (except directors’ qualifying shares, or, in the case of any Subsidiary which is not organized or created under the laws of the United States of America or any political subdivision thereof, such nominal ownership interests which are required to be held by third parties under the laws of the foreign jurisdiction under which such Subsidiary was incorporated or organized) are, directly or indirectly, owned or controlled by any Borrower and/or one or more of its Wholly-Owned Subsidiaries.

SECTION 1.2  General.

Unless otherwise specified, a reference in this Agreement to a particular section, subsection, Schedule or Exhibit is a reference to that section, subsection, Schedule or Exhibit of this Agreement.  Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter.  Any reference herein to “Atlanta time,” “San Francisco time” or “London time” shall refer to the applicable time of day in Atlanta, Georgia, San Francisco, California or London, England, as applicable.  All references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless otherwise indicated.

SECTION 1.3  Other Definitions and Provisions.

(a)           Use of Capitalized Terms.  Unless otherwise defined therein, all capitalized terms defined in this Agreement shall have the defined meanings provided herein when used in this Agreement, the Notes and the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement.

(b)           Miscellaneous.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, and (iii) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement.

SECTION 1.4  Currency Equivalents Generally.

For all purposes of this Agreement (but not for purposes of the preparation of any financial statements delivered pursuant hereto or determining in compliance with any covenant herein), the equivalent in any Offshore Currency or other currency of an amount in Dollars, and

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the equivalent in Dollars of an amount in any Offshore Currency or other currency, shall be determined at the Spot Rate.

SECTION 1.5  Special Provisions Relating to Currency.

(a)           Currency Translations; Rounding.  Any translation from one currency or currency unit to another shall be at the rate specified herein or, if not so specified, then at the official rate of exchange legally recognized by the central bank of the country issuing such currency for the conversion of that currency or currency unit into the other.  Any such translation shall be rounded up or down by the Administrative Agent acting in accordance with any Applicable Law on rounding or, if there is no such law, acting reasonably in accordance with its market practice.

(b)           Changes in Currency.  If a change in any currency of a country occurs, the Borrowers agree to negotiate promptly and in good faith an amendment to this Agreement that effectuates those modifications the Administrative Agent (acting reasonably and in consultation with the Company) specifies to be necessary to reflect the change in currency and to put the parties hereto in the same position, as far as possible, that they would have been in if no change in currency had occurred; provided that any such amendments will not adversely affect the Lenders.  If, in relation to the currency of any member state of the European Community, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the euro as its lawful currency; provided that if any Loan in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Loan, at the end of the then current Interest Period.

ARTICLE II

CREDIT FACILITIES

SECTION 2.1  Amount and Terms of Credit.

(a)           Description of Facilities.  Upon the terms and subject to the conditions set forth in this Agreement: (i) the Lenders hereby grant to the Borrowers a revolving credit facility (the “Revolving Credit Facility”) pursuant to which each Lender severally agrees to make Revolving Credit Loans to the respective Borrowers in accordance with Section 2.2, and the Swingline Lender agrees to make Swingline Loans to the Company in Dollars in accordance with Section 2.6 and (ii) the parties hereto agree that each Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the respective Borrowers in Dollars and Offshore Currencies, in accordance with Section 2.5; provided that (A) the aggregate principal Dollar Equivalent amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) made under the Revolving Credit Facility plus the aggregate principal amount of all outstanding Swingline Loans made under the Revolving Credit Facility (after giving effect to the amount of any Swingline Loans requested under the Revolving Credit Facility and exclusive of Swingline Loans made under the Revolving Credit Facility which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Loans under the Revolving Credit Facility) shall not exceed the Aggregate Revolving Credit Commitment less the sum of

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(x) all outstanding L/C Obligations plus (y) the aggregate principal Dollar Equivalent amount of all outstanding Competitive Bid Loans; (B) the principal Dollar Equivalent amount of outstanding Revolving Credit Loans by any Lender plus Lender’s pro rata share of its participation interests in all outstanding L/C Obligations and Swingline Loans shall not at any time exceed such Lender’s Revolving Credit Commitment; and (C) the aggregate Dollar Equivalent amount of outstanding Revolving Credit Loans and Competitive Bid Loans funded in an Offshore Currency shall at no time exceed the Foreign Currency Sublimit then in effect.  Each Revolving Credit Loan made by a Lender shall be in a principal Dollar Equivalent amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate principal Dollar Equivalent amount of Revolving Credit Loans requested under such facility on such occasion.

(b)           Application of Facilities.  The Credit Facility established hereby shall be used by the Borrowers and their respective Subsidiaries to:

(i)            refinance existing Debt of the Company and its Subsidiaries (if any);

(ii)           finance non-hostile acquisitions by the Company and its Subsidiaries that are permitted hereunder; and

(iii)          finance the working capital, capital expenditures and other lawful corporate purposes of the Company and its Subsidiaries;

and, accordingly, each of the Borrowers shall apply all amounts raised by such Borrower hereunder in or towards satisfaction of such purposes, and neither the Administrative Agent and the Lenders nor any of them shall be obliged to concern themselves with such application.

SECTION 2.2  Procedure for Advances of Revolving Credit Loans.

(a)           Requests for Revolving Credit Loans.  The Company, on behalf of a Borrower, shall give the Administrative Agent irrevocable prior written notice in the form attached hereto as Exhibit B-1 (a “Notice of Revolving Credit Borrowing”) not later than 11:00 a.m. (Atlanta time) (i) on the same Business Day of the date of borrowing for each Base Rate Loan, (ii) at least two (2) Business Days before each Offshore Rate Loan denominated in Dollars, and (iii) at least three (3) Business Days before each Offshore Currency Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be in an amount equal to the unused amount of the Revolving Credit Commitment, as applicable, or if less, (x) with respect to Base Rate Loans, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, (y) with respect to Offshore Rate Loans denominated in Dollars, in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (z) with respect to Offshore Rate Loans denominated in an Offshore Currency, in an aggregate principal amount of a whole multiple of 500,000 units of such Offshore Currency in excess of an amount of such Offshore Currency having a Dollar Equivalent of $1,000,000, (C) whether such Revolving Credit Loan is to be an Offshore Rate Loan or Base Rate Loan, (D) in the case of an Offshore Rate Loan, the duration of the Interest Period applicable thereto and in the case of Offshore Rate Loans, the Applicable Currency and (E) the name of the applicable Borrower.  Notices received after 11:00 a.m. (Atlanta time) shall be deemed received on the next Business Day.  The Administrative Agent shall promptly notify

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the Lenders of each Notice of Revolving Credit Borrowing.  The Dollar Equivalent amount of an Offshore Currency Loan will be determined by the Administrative Agent for such Offshore Currency Loan on the Determination Date therefor in accordance with Section 2.9(a).

(b)           Disbursement of Revolving Credit Loans.  Each Lender will make available to the Administrative Agent, for the accounts of the respective Borrowers, at the Administrative Agent’s Office in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date (i) in the case of a Revolving Credit Loan denominated in Dollars, no later than 2:00 p.m. (Atlanta time) on the proposed borrowing date and (ii) in the case of a Revolving Credit Loan that is an Offshore Currency Loan, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment.  Each Borrower hereby irrevocably authorizes the Administrative Agent, and the Administrative Agent hereby agrees, to disburse the proceeds of each borrowing requested by the Company, on behalf of such Borrower, pursuant to this Section 2.2 in immediately available funds by no later than 3:00 p.m. (Atlanta time) on the proposed borrowing date by crediting or wiring such proceeds to the deposit account of such Borrower identified in the most recent notice of account designation, substantially in the form of Exhibit C hereto (a “Notice of Account Designation”), delivered by the Company, on behalf of such Borrower, to the Administrative Agent or as may be otherwise agreed upon by such Borrower and the Administrative Agent from time to time.  Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section 2.2 for which any Lender is responsible to the extent that such Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Revolving Credit Loan.

SECTION 2.3  Repayment of Loans.

(a)           Repayment on Termination Date.  Each Borrower agrees to repay the outstanding principal amount of all Loans made to it under, and its Reimbursement Obligation under, the Revolving Credit Facility in full on the Termination Date, with all accrued but unpaid interest thereon.

(b)           Mandatory Repayment of Loans.

(i)            If at any time the sum of the outstanding principal Dollar Equivalent amount of all Loans and all outstanding L/C Obligations exceeds the Revolving Credit Commitment of all Lenders, in each case other than solely as a result of a change in applicable rates of exchange between Dollars and Offshore Currencies, the Borrowers agree to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Revolving Credit Loans, Swingline Loans or Competitive Bid Loans made to it, L/C Obligations incurred by it and/or furnish cash collateral reasonably satisfactory to the Administrative Agent, in an amount equal to such excess.  Such cash collateral shall be applied in accordance with Section 11.2(b).

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(ii)           If on any Determination Date, the Administrative Agent shall have determined that the aggregate principal Dollar Equivalent amount of all Loans and L/C Obligations then outstanding exceeds the Aggregate Revolving Credit Commitment by more than $5,000,000 due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Company that a prepayment is required under this Section 2.3(b)(ii) and each of the Borrowers agrees thereupon to make prepayments of Loans made to it within two (2) Business Days after the Company’s receipt of such notice such that, after giving effect to such prepayments, the aggregate Dollar Equivalent amount of all Loans and L/C Obligations then outstanding does not exceed the Aggregate Revolving Credit Commitment.

(iii)          If on any Determination Date, the Administrative Agent shall have determined that the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans then outstanding exceeds the Foreign Currency Sublimit by more than $5,000,000 due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Company that a prepayment is required under this Section 2.3(b)(iii) and each of the Borrowers agrees thereupon to make prepayments of Loans made to it within two (2) Business Days after the Company’s receipt of such notice such that, after giving effect to such prepayments, the aggregate Dollar Equivalent amount of all Offshore Currency Loans then outstanding does not exceed the Foreign Currency Sublimit.

(iv)          Notwithstanding anything to the contrary in Section 2.3(b)(ii) or (iii), the mandatory repayment described in such Section of any Offshore Rate Loans may be delayed until the last day of the Interest Period applicable to such Offshore Rate Loans; provided that if the Borrowers so delay repayment of Offshore Rate Loans, the Borrowers shall deposit or cause to be deposited, on the day repayment would have otherwise been required, in a cash collateral account opened by the Administrative Agent, an amount equal to the aggregate principal amount of such delayed mandatory repayment of Offshore Rate Loans and any accrued but unpaid interest thereon.  Any repayment of Offshore Rate Loans hereunder other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof.

(c)           Optional Repayments.  Each Borrower may at any time and from time to time repay the Revolving Credit Loans or Swingline Loans made to it, in whole or in part, upon at least two (2) Business Days irrevocable notice by the Company to the Administrative Agent with respect to Offshore Rate Loans and prior irrevocable notice on the same Business Day as the date of prepayment with respect to Base Rate Loans, in the form attached hereto as Exhibit D (a “Notice of Prepayment”) specifying the date and amount of repayment; whether the repayment is of Revolving Credit Loans or Swingline Loans and whether the repayment is of Offshore Rate Loans, Base Rate Loans, or a combination thereof, and, if of a combination, the amount allocable to each.  Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender.  If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice.  Partial repayments shall be in an aggregate amount of $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans or

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Base Rate Loans and $1,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Offshore Rate Loans.

(d)           Limitation on Repayment of Offshore Rate Loans.  The Borrowers may not repay any Offshore Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such repayment is accompanied by any amount required to be paid pursuant to Section 4.9 hereof.

(e)           Limitation on Repayment of Competitive Bid Loans.  The Borrowers may not repay any Competitive Bid Loan on any day other than on the last day of the Interest Period applicable thereto except, and on such terms, as agreed to by the Borrower to which the Competitive Bid Loan was made and the Lender which made such Competitive Bid Loan.

SECTION 2.4  Revolving Credit Notes; Evidence of Debt.

(a)           The Revolving Credit Loans and other credit extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall, in the absence of manifest error, be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of each Borrower to repay the Obligations in accordance with their terms.  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, each Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Credit Note, which shall evidence such Lender’s Revolving Credit Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, the amount and maturity of its Revolving Credit Loans and payments with respect thereto.

(b)           In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

SECTION 2.5  Competitive Bid Loans and Procedure.

(a)           Subject to the terms and conditions set forth herein, from time to time until the Termination Date, the Company, on behalf of each Borrower, may request Competitive Bids under the Revolving Credit Facility, and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Bid Loans, which shall be denominated in Dollars or Offshore Currencies; provided that the sum of the aggregate principal Dollar Equivalent amount

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of outstanding Revolving Credit Loans and Swingline Loans plus the aggregate principal Dollar Equivalent amount of outstanding Competitive Bid Loans made thereunder at any time shall not exceed the Aggregate Revolving Credit Commitment less the sum of all outstanding L/C Obligations.  To request Competitive Bids, the Company, on behalf of a Borrower, shall notify the Administrative Agent of such request by telephone, not later than 11:00 a.m. (Atlanta time) four (4) Business Days before the date of the proposed borrowing.  Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company.  Each such telephonic and written Competitive Bid Request shall specify the following information:

(i)            the identity of the Borrower;

(ii)           the aggregate amount of the requested borrowing, which shall be a minimum of $5,000,000 (or the Dollar Equivalent thereof) and an integral multiple of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof;

(iii)          whether such borrowing is to be made in Dollars or an Offshore Currency, and if an Offshore Currency, specifying such currency;

(iv)          the date of such borrowing, which shall be a Business Day;

(v)           the Interest Period to be applicable to such borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi)          the location and number of the Borrower’s account to which funds are to be disbursed.

The Company (on behalf of such Borrower) may request offers to make Competitive Bid Loans having up to 2 different stated maturity dates in a single Competitive Bid Request; provided that the request for each separate stated maturity date shall be deemed to be a separate Competitive Bid Request for a separate Competitive Bid Loans.  Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(b)           Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to a Borrower in response to a Competitive Bid Request.  Such Competitive Bids by a Lender may be for an amount greater than (or less than) such Lender’s respective Commitments.  Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, not later than 11:00 a.m. (Atlanta time) on the date which is three (3) Business Days’ prior to the proposed date of such borrowing.  Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable.  Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 (or the Dollar Equivalent thereof) and an integral multiple of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof and which may equal the entire principal amount of the borrowing requested by the Borrower) of the Competitive Bid Loan or Loans that the applicable

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Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which such Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places), (iii) the Interest Period applicable to each such Loan and the last day thereof, and (iv) the identity of the quoting Lender.  Unless otherwise agreed by the Administrative Agent and the Borrower, no Competitive Bid Request shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Request (other than setting forth the maximum principal amounts of the Competitive Bid Loan which the quoting Lender is willing to make for the applicable Interest Period) and, in particular, no Competitive Bid Request may be conditioned upon acceptance by the Borrower of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Request is being made.

(c)           The Administrative Agent shall promptly (but in any event by no later than 3:00 p.m. (Atlanta time) on the date which is three (3) Business Days’ prior to the proposed borrowing date) notify the Company, on behalf of the Borrower requesting Competitive Bids, by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.

(d)           Subject only to the provisions of this paragraph, the Company, on behalf of the Borrower requesting Competitive Bids, may accept or reject any Competitive Bid.  The Company, on behalf of such Borrower, shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, not later than 10:30 a.m. (Atlanta time) on the date which is two (2) Business Days prior to the date of the proposed borrowing; provided that (i) the failure of the Company to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the aggregate amount of the requested borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 (or the Dollar Equivalent thereof) and an integral multiple of $1,000,000 (or the Dollar Equivalent thereof) in excess thereof; provided further that if a Competitive Bid Loan must be in an amount less than $5,000,000 (or the Dollar Equivalent thereof) because of the provisions of clause (iv) above, such Competitive Bid Loan may be for a minimum of $1,000,000 (or the Dollar Equivalent thereof) or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) above the amounts shall be rounded to integral multiples of $1,000,000 (or the Dollar Equivalent thereof) in a manner determined by the Borrower.  A notice given by a Borrower pursuant to this paragraph shall be irrevocable.

(e)           The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive

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Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Bid Loan in respect of which its Competitive Bid has been accepted.

(f)            Not later than (i) in the case of a Competitive Bid Loan denominated in Dollars, no later than 2:00 p.m. (Atlanta time) on the proposed borrowing date and (ii) in the case of a Competitive Bid Loan that is an Offshore Currency Loan, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such funding date in accordance with normal banking practices in the place of payment, each Lender whose Competitive Bid has been accepted will make available to the Administrative Agent, for the account of the Borrower to whom the Competitive Bid Loan is to be made, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the amount of the Competitive Bid Loan to be made on such borrowing date by such Lender.  Each Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.5 in immediately available funds by crediting or wiring such proceeds to the deposit account of such Borrower identified in its most recent Notice of Account Designation or as may be otherwise agreed upon by such Borrower and the Administrative Agent from time to time.  Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the proceeds of any Competitive Bid Loan requested pursuant to this Section 2.5 for which any Lender is responsible to the extent that such Lender has not made available to the Administrative Agent the amount of such Competitive Bid Loan.

(g)           If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the Company, on behalf of the Borrower requesting Competitive Bids, at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

(h)           While any Competitive Bid Loan is outstanding, the Revolving Credit Commitment of each Lender shall be deemed used for all purposes by an amount equal to its pro rata share (based on its respective Revolving Credit Commitment Percentage) of the principal Dollar Equivalent amount of such Competitive Bid Loan.

(i)            (1)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Competitive Bid Loan made by such Lender to such Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

                (2)           The entries maintained in the accounts maintained pursuant to paragraph (i) shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of each Borrower to repay the Obligations in accordance with their terms.

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(3)           The Competitive Bid Loans made by each Lender shall be evidenced by such Lender’s respective Revolving Credit Notes.

(j)            Each Borrower shall repay the outstanding principal amount of each Competitive Bid Loan made to it in full on the last day of the Interest Period applicable thereto, with all accrued but unpaid interest thereon.  Competitive Bid Loans may not be repaid prior to the last day of the applicable Interest Period except in accordance with Section 2.3(b) and (e).

(k)           Each Borrower shall pay a fee to the Administrative Agent equal to $1,200 for each Competitive Bid Loan requested by such Borrower.

SECTION 2.6  Swingline Loans and Procedure.

(a)           Swingline Loans.  Subject to the terms and conditions set forth herein, from time to time until the Swingline Termination Date, the Swingline Lender, at the request of the Company and at the sole discretion of the Swingline Lender, may make, under the Revolving Credit Facility, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Company, which Swingline Loans (i) shall be denominated in Dollars, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of the aggregate principal Dollar Equivalent amount of outstanding Revolving Credit Loans plus the aggregate principal amount of Competitive Bid Loans made thereunder at any time, the Aggregate Revolving Credit Commitment less the sum of all outstanding L/C Obligations, (iv) shall not exceed in aggregate principal amount at any time outstanding the Swingline Maximum and (v) shall bear interest at the Swingline Rate.  Notwithstanding anything to the contrary contained in this Section 2.6(a), (x) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Lenders’ Revolving Commitment Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or (B) of the waiver of such Default or Event of Default by the Required Lenders.  All Existing Swingline Loans shall be deemed to have been made pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(b)           Mandatory Borrowings.

(i)            On any Business Day, the Swingline Lender may, in its sole discretion, advise the Administrative Agent to give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more borrowings of Revolving Credit Loans made to the Company and denominated in Dollars (provided that such notice shall be deemed to have been automatically given with respect to outstanding Swingline Loans upon the occurrence of a Default or an Event of Default under

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Section 11.1(i) or (j)), in which case one or more borrowings of Revolving Credit Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders in accordance with each Lender’s Revolving Credit Commitment Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans.  Each Lender hereby irrevocably agrees to make Revolving Credit Loans to the Company upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (A) the amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (B) whether any conditions specified in Section 5.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory Borrowing and (E) whether the Revolving Credit Loans comprising the Mandatory Borrowing would, when combined with the sum of the aggregate principal amount of outstanding Revolving Credit Loans, outstanding L/C Obligations and the aggregate principal amount of Competitive Bid Loans, exceed the Aggregate Revolving Credit Commitment at such time (so long as outstanding Swingline Loans do not exceed the Swingline Maximum).  In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the occurrence of a Bankruptcy Event with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the respective Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participations purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Base Rate Loans hereunder for each day thereafter.

(ii)           To the extent amounts received from the Lenders pursuant to Section 2.6(b)(i) above are not sufficient to repay in full the outstanding Swingline Loans requested or required to be repaid, the Company agrees to pay to the Swingline Lender on demand the amount required to repay such Swingline Loans in full.  In addition, the Company hereby authorizes the Administrative Agent to charge any account maintained by the Company with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be repaid.  If any portion of any

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such amount paid to the Swingline Lender shall be recovered by or on behalf of the Company from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Revolving Credit Commitment Percentages.

(c)           Amount of Each Swingline Borrowing.  Each Swingline Loan shall be made in an aggregate principal amount of $500,000 or a whole multiple of $l00,000 in excess thereof.

(d)           Notice of Borrowing.

(i)            The Company shall give the Swingline Lender irrevocable prior written notice (a “Notice of Swingline Borrowing”) substantially in the form attached as Exhibit B-2 no later than 11:30 a.m. (Atlanta time) on the same Business Day as each Base Rate Loan of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, and (B) the amount of such borrowing, which shall be in an amount equal to the unused amount of the Swingline Maximum or less.  Notices received after 11:30 a.m. (Atlanta time) shall be deemed received on the next Business Day.

(ii)           Mandatory Borrowings shall be made upon the notice specified in Section 2.6(b), with the Company irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.6(b).

(e)           Disbursement of Funds.  Not later than 2:00 p.m. (Atlanta time) on the proposed borrowing date, the Swingline Lender will make available to the Administrative Agent, for the account of the Company, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the amount of the Swingline Loan to be made on such borrowing date.  In the case of Mandatory Borrowings, no later than 2:00 p.m. (Atlanta time) on the date specified in Section 2.6(b), each Lender will make available to the Administrative Agent, for the account of the Company, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of Mandatory Borrowings to be made on such borrowing date.  The Company hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.6 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Company identified in the most recent Notice of Account Designation or as may be otherwise agreed upon by the Company and the Administrative Agent from time to time or, in the case of Mandatory Borrowings, in the manner specified in Section 2.6(b)(i).  Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the proceeds of any Swingline Loan requested pursuant to this Section 2.6 to the extent that the Swingline Lender has not made available to the Administrative Agent the amount of such Swingline Loan.

(f)            Notes.  The Swingline Lender’s Swingline Loans shall be evidenced by such Lender’s respective Revolving Credit Notes issued by the Company.

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(g)           Usage Under Revolving Credit Commitments.  While any Swingline Loan is outstanding, the Revolving Credit Commitment of each Lender shall be deemed used for all purposes by an amount equal to its pro rata share (based on its respective Revolving Credit Commitment Percentage) of the principal amount of such Swingline Loan.

(h)           Notice to the Administrative Agent.  The Swingline Lender shall promptly give notice to the Administrative Agent of all Swingline Loans made hereunder, and all repayments of such Swingline Loans.

SECTION 2.7  Commitment Reductions and Increases.

(a)           Voluntary Reduction.  The Borrowers shall have the right at any time and from time to time, upon at least four (4) Business Days’ prior written notice by the Company to the Administrative Agent, to permanently reduce, without premium or penalty (except as provided below), either (i) the Aggregate Revolving Credit Commitment at any time or (ii) portions of the Aggregate Revolving Credit Commitment from time to time, in an aggregate principal Dollar Equivalent amount not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof.

(b)           Payments Related to a Commitment Reduction.

Each permanent reduction of the Aggregate Revolving Credit Commitment made pursuant to this Section 2.7 or otherwise shall be accompanied, if necessary, by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans and Swingline Loans and L/C Obligations, as applicable, to the amount of the new Revolving Credit Commitment after such reduction to the Aggregate Revolving Credit Commitment and, if the Aggregate Revolving Credit Commitment as so reduced is less than the aggregate amount of all outstanding Letters of Credit, the Borrowers shall be required to deposit in a cash collateral account opened by the Administrative Agent an amount equal to the amount by which the aggregate then undrawn and unexpired amount of such Letters of Credit exceeds the Aggregate Revolving Credit Commitment as so reduced.  Such cash collateral shall be applied in accordance with Section 11.2(b).  Any permanent reduction of the Aggregate Revolving Credit Commitment to zero (including upon termination of the Revolving Credit Facility on the Termination Date) shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of cash collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Aggregate Revolving Credit Commitment.  If the reduction of the Aggregate Revolving Credit Commitment requires the repayment of any Offshore Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof.  Notwithstanding anything herein to the contrary, the Aggregate Revolving Credit Commitment may not be permanently reduced by such an amount so that after such reduction, the Aggregate Revolving Credit Commitment is less than the aggregate amount of all unpaid principal of and interest on outstanding Competitive Bid Loans.

SECTION 2.8  Termination of Revolving Credit Facility.  The Revolving Credit Facility shall terminate on the earliest of (a) the Maturity Date, (b) the date of termination of the

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Revolving Credit Commitment by the Company pursuant to Section 2.7(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 11.2(a).

SECTION 2.9  Utilization of Revolving Commitments in Offshore Currencies.

(a)           The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Revolving Credit Loan or Competitive Bid Loan that is an Offshore Currency Loan as of the requested borrowing date and as of any requested continuation date, (ii) outstanding Offshore Currency Loan, as of each Interest Payment Date relating to such Loan and (iii) Letters of Credit denominated in an Offshore Currency, as of the requested issuance date and the first Business Day of each calendar month, and, during the occurrence and continuation of an Event of Default, such other dates as may be requested by the Required Lenders (but in no event more frequently than once a week) (each such date under clause (i), (ii) and (iii), a “Determination Date”).

(b)           The Lenders shall be under no obligation to make Revolving Credit Loans in a requested Offshore Currency if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Atlanta time) two Business Days prior to the date of a requested borrowing of an Offshore Currency Loan that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Lenders in the interbank eurocurrency market for such Interest Period in which event the Administrative Agent will give notice to the Company, on behalf of such Borrower requesting such Offshore Currency Loan, no later than 1:30 p.m. (Atlanta time) on the second Business Day prior to the requested date of such borrowing that the borrowing in the requested Offshore Currency is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders.  If the Administrative Agent shall have notified the Company that any requested Offshore Currency Loan is not then available, the Notice of Revolving Credit Borrowing relating to such requested Offshore Currency Loan shall be deemed to be withdrawn, the borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender.

(c)           In the case of a proposed continuation of an Offshore Currency Loan for an additional Interest Period pursuant to Section 4.2, the Lenders shall be under no obligation to continue such Offshore Currency Loan if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Atlanta time) two Business Days prior to the requested date of such continuation that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Lenders in the interbank eurocurrency market for such Interest Period in which event the Administrative Agent will give notice to the Company, on behalf of the Borrower requesting such continuation, no later than 1:30 p.m. (Atlanta time) on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loan is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders.  If the Administrative Agent shall have notified the Company, on behalf of the Borrower requesting continuation of an Offshore Currency Loan, that the requested continuation is not then available, the Notice of Continuation with respect thereto shall be deemed to be withdrawn and such Offshore Currency Loan shall be repaid on the last day of the Interest Period with respect thereto.

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(d)           Notwithstanding anything herein to the contrary, during the existence of a payment Default or an Event of Default, and at the request of the Required Lenders (or, in the case of a Competitive Bid Loan made in an Offshore Currency, the Lender that has made such Loan), all or any part of outstanding Offshore Currency Loans shall be redenominated and converted into their Dollar Equivalent of Base Rate Loans in Dollars on the last day of the Interest Period applicable to any such Offshore Currency Loans.  The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and conversion request.

(e)           The Company shall be entitled to request that Revolving Credit Loans hereunder also be permitted to be made to a Borrower in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of “Offshore Currency” in Section 1.1, that in the opinion of the Administrative Agent and all of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets, freely transferable and freely convertible into Dollars and readily utilized for the settlement of private international debt transactions (an “Agreed Alternative Currency”).  The Company shall deliver in writing to the Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section 13.1, to be received by the Administrative Agent not later than 11:00 a.m. (Atlanta time) at least 10 Business Days in advance of the date of any borrowing hereunder proposed to be made in such Agreed Alternative Currency.  Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its commercially reasonable efforts to respond to such request within five (5) Business Days of receipt thereof.  Each Lender may grant or accept such request in its sole discretion.  The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request.

SECTION 2.10  Designated Borrowers.

(a)           Addition of Designated Borrower.  Equifax Plc constitutes a Designated Borrower as of the Closing Date.  The Company may request designation of any of its other Wholly-Owned Subsidiaries (an “Applicant Borrower”) as a Designated Borrower hereunder by delivery of such a request to the Administrative Agent together with an executed copy of a Borrower Joinder Agreement in substantially the form attached hereto as Exhibit E.  The Administrative Agent will promptly notify the Lenders of any such request together with a copy of the Borrower Joinder Agreement executed by the Applicant Borrower.  The joinder of each Applicant Borrower as a designated Borrower will be subject to delivery of executed promissory notes, if any, required in connection therewith, and supporting resolutions, articles of incorporation, incumbency certificates, opinions of counsel and such other items as the Administrative Agent and/or the Required Lenders may reasonably request and which are reasonably satisfactory to the Administrative Agent.  Any such addition of a Designated Borrower shall be effective five Business Days after receipt by the Administrative Agent of the items required by the Administrative Agent and/or the Required Lenders in connection therewith.  Such Designated Borrower shall thereupon become a party hereto and a Designated Borrower hereunder and shall be (i) entitled to all rights and benefits of a Borrower hereunder and under each instrument executed pursuant hereto and (ii) subject to all obligations of a Borrower hereunder and thereunder.

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(b)           Removal of a Designated Borrower.  The Company may request that any of its Wholly-Owned Subsidiaries that is a Designated Borrower hereunder cease to be a Designated Borrower by delivering to the Administrative Agent (which shall promptly deliver copies thereof to each Lender) a written notice to such effect.  Such Designated Borrower shall cease to be a Borrower hereunder and be released of all of its obligations and liabilities as a Borrower hereunder and under the other Loan Documents on the later to occur of (i) the date the Administrative Agent receives such request and (ii) the date such Borrower has paid all of its Loans and all accrued and unpaid interest, fees and other Obligations owing by it hereunder or in connection herewith.

SECTION 2.11  Limitation on Liability.

Notwithstanding anything in this Article II or in any other provision of this Agreement or any other Loan Document to the contrary, the obligations of the Borrowers (other than the Company) to repay the Lenders for any Loans made available to the Borrowers hereunder are several and not joint and several obligations of the Borrowers.  Accordingly, no Borrower (other than the Company) shall be obligated to repay the principal amount of or to pay accrued interest on any Loans made by the Lenders to any other Borrower.  Nothing in this section, however, is intended to limit or modify the Company’s guarantee under Article X hereof.

SECTION 2.12  Extension of Maturity Date.

(a)           Requests for Extension.  The Company may, by notice (each such notice, an “Extension Notice”) to the Administrative Agent (who shall promptly notify the Lenders) at any time not later than 35 days prior to the Maturity Date then in effect hereunder (the “Existing Maturity Date”) (or, if such date is not a Business Day, on the next preceding Business Day), request that each Lender extend such Lender’s Maturity Date for an additional year from the Existing Maturity Date; provided, however, that the Borrower shall only be permitted to make such a request two times during the life of the Credit Facility.  Each Extension Notice shall specify the date (the “Extension Effective Date”) on which the Company requests the applicable extension to become effective.

(b)           Lender Elections to Extend.  Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that is 15 days after receipt by such Lender of the applicable Extension Notice (or, if such date is not a Business Day, on the next preceding Business Day), advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender.  The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.

(c)           Notification by Administrative Agent.  The Administrative Agent shall notify the Company of each Lender’s determination under this Section no later than the date 5 days following the applicable Notice Date (or, if such date is not a Business Day, on the next preceding Business Day).

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(d)           Additional Commitment Lenders.  The Company shall have the right, on or before the then applicable Extension Effective Date, to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 13.9, each of which Additional Commitment Lenders shall have entered into an Assignment and Acceptance pursuant to which such Additional Commitment Lenders shall, effective as of such Extension Effective Date, undertake Revolving Credit Commitments (and, if any of such Additional Commitment Lenders is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date) in an aggregate amount not to exceed the aggregate Revolving Credit Commitments of the Non-Extending Lenders being replaced.

(e)           Minimum Extension Requirement.  If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Maturity Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders shall be more than 50% of the Aggregate Revolving Credit Commitments in effect immediately prior to the then applicable Extension Effective Date, then, effective as of such Extension Effective Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date and each Additional Commitment Lender shall, upon satisfaction of the conditions set forth in Section 13.9, become a “Lender” for all purposes of this Agreement.

(f)            Conditions to Effectiveness of Extensions.  Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless:

(i)            no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto or would result therefrom;

(ii)           the representations and warranties contained in this Agreement are true and correct in all material respects on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and

(iii)          on the Maturity Date of each Non-Extending Lender, the Company shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.9) to the extent necessary to keep outstanding Loans ratable with any revised Aggregate Revolving Credit Commitment Percentages of the respective Lenders as of such date.

SECTION 2.13  Increase in Commitments.

(a)           Request for Increase.  So long as there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time request an increase in the Aggregate Revolving Credit Commitment to a total aggregate amount not to exceed $1,000,000,000, less the amount of any permanent reductions in the Aggregate Revolving Credit Commitments requested by Borrower pursuant to Section 2.7;

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provided that any such request for an increase shall be in a minimum amount of $100,000,000.  The Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days nor more than fifteen Business Days from the date of delivery of such notice to the Lenders).

(b)           Lender Elections to Increase.  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than or less than its ratable share of such requested increase (based on such Lender’s then existing Revolving Credit Commitment).  Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment.

(c)           Notification by Administrative Agent; Additional Lenders.  The Administrative Agent shall notify the Company and each Lender of the other Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase, and subject to the provisions of this Section 2.13 and the approval of the Administrative Agent, the Issuing Lender and the Swingline Lender (which approvals shall not be unreasonably withheld or delayed), the Company, after the earlier to occur of (i) the Administrative Agent’s receipt of responses to the increase request from each Lender or (ii) ten Business Days after the delivery of such increase request, may invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.  No Lender shall be obligated to participate in such increase and shall have the right to accept or decline any request made hereunder in its sole discretion.

(d)           Effective Date and Allocations.  If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Company, the Lenders and such additional Eligible Assignees, if any, of the final allocation of such increase and the Increase Effective Date; provided that if, in the event each Lender has agreed to increase its Revolving Credit Commitment by an amount at least equal to its ratable share of such increase, then the increase to the Revolving Credit Commitment Percentage of each Lender shall be on a pro rata basis in accordance with such Lender’s Revolving Credit Commitment in effect on the Business Day prior to the Increase Effective Date.

(e)           Conditions to Effectiveness of Increase.  As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Increase Effective Date signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase and any other corporate documents deemed reasonably necessary by the Administrative Agent, and (ii) in the case of the Company, certifying that, before and immediately after giving effect to such increase, (A) no Default or Event of Default exists and (B) evidencing (in reasonable detail prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1), compliance on a Pro Forma Basis (as defined below) with the financial covenant contained in Section 9.1 as of the most recently ended fiscal quarter on a trailing four quarter

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basis.  The Company shall also deliver opinions in form and substance reasonably satisfactory to the Administrative Agent of internal and external counsel to the Company, addressed to the Administrative Agent and the Lenders, with respect to the Borrowers, the increase and such other matters as the Administrative Agent shall reasonably request.  The applicable Borrower shall prepay any Loans outstanding on and prior to giving effect to the Increase Effective Date (and pay any additional amounts required pursuant to Section 4.9) to the extent necessary to keep the outstanding Loans ratable with any revised Aggregate Revolving Credit Commitment Percentages arising from any nonratable increase in the Revolving Credit Commitments under Section 2.13.

As used in this clause, the term  “Pro Forma Basis” means the following pro forma adjustments made for purposes of determining compliance on a pro forma basis with the maximum Leverage Ratio as required above pursuant to this clause: (x) the Consolidated EBITDA during the period of four consecutive fiscal quarters most recently ended of (or attributable to) (A) any other Person acquired (whether by merger, consolidation or otherwise) or disposed of by the Company or any of its Consolidated Subsidiaries, or (B) all or substantially all of the business or assets of any other Person or operating division or business unit of any other Person, acquired (whether by merger, consolidation or otherwise) or disposed of by the Company or one of its Consolidated Subsidiaries (in each case to the extent such acquisition or disposition is permitted under this Agreement), shall be included (in the case of any acquisition) or excluded (in the case of any disposition, so long as the Consolidated EBITDA of or attributable to such Capital Stock, asset, operating division or business unit disposed of, sold or otherwise transferred, exceeds 5% of Consolidated Operating Profit for the immediately preceding Fiscal Year), as applicable, in determining Consolidated EBITDA of the Company and its Consolidated Subsidiaries, provided further that such acquisition is or will be funded in whole or in part with the proceeds of any Loans contemplated to be made after giving effect to such requested increase in the Aggregate Revolving Credit Commitments pursuant to Section 2.13 (such Loans referred to herein as the “Subject Loans”), and (y) the principal amount of Debt in respect of any Subject Loans incurred or to be incurred by any Borrower, together with the aggregate amount of Debt assumed or otherwise continued in connection with any such acquisition (but only to the extent such Debt would constitute Consolidated Funded Debt following consummation of such acquisition), shall be included in determining Consolidated Funded Debt of the Company and its Consolidated Subsidiaries, in each case as if such transaction had been consummated on the first day of such period, and based on historical actual results accounted for in accordance with GAAP.

ARTICLE III

LETTER OF CREDIT FACILITY

SECTION 3.1  L/C Commitment.

Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and/or commercial Letters of Credit for the account of the requesting Borrower on any Business Day from the Closing Date through but not including the Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed

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the L/C Commitment or (b) the sum of (i) the aggregate principal Dollar Equivalent amount of outstanding Revolving Credit Loans, (ii) the aggregate principal amount of outstanding Swingline Loans, (iii) the aggregate principal amount of L/C Obligations and (iv) the aggregate principal amount of Competitive Bid Loans, would exceed the Aggregate Revolving Credit Commitment.  Each Letter of Credit shall (A) be denominated in Dollars or an Offshore Currency, (B) be a letter of credit issued to support obligations of a Borrower or any of its Subsidiaries, contingent or otherwise, permitted to be incurred hereunder, (C) not have an original expiry date more than one year from the date of issuance thereof (provided that subject in any event to clause (D) hereof) any such Letter of Credit (x) may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect and/or (y) may have an expiration date more than one year from the date of issuance if required under related industrial revenue bond documents and agreed to by the Issuing Lender) and (D) as originally issued or as extended, not have an expiry date extending beyond the date five (5) days prior to the Termination Date.  Unless otherwise expressly agreed by the Issuing Lender and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby Practices (ISP98)”, ICC Publication No. 59 in force as of January 1, 1999 (the “ISP”), shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (including the ICC decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each commercial Letter of Credit.  No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, (b) any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority having jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (c) any Applicable Law applicable to such Issuing Lender shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender would not otherwise be compensated hereunder) which was not in effect on the Closing Date and which such Issuing Lender in good faith deems material to it, (d) any Applicable Law applicable to such Issuing Lender shall impose upon such Issuing Lender with respect to such Letter of Credit any loss, cost or expense (for which such Issuing Lender would not otherwise be reimbursed hereunder) which was not applicable on the Closing Date and which such Issuing Lender in good faith deems material to it, or (e) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender.  References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

SECTION 3.2  Procedure for Issuance of Letters of Credit.

(a)           The Company, on behalf of any Borrower, may from time to time request that any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender  (with a copy to the Administrative Agent) at the office of the Issuing Lender set forth on Schedule 13.1 or such other office mutually acceptable

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to such Borrower and such Issuing Lender an L/C Application therefor, completed to the satisfaction of such Issuing Lender and signed by a Responsible Officer. The L/C Application must be received by the relevant Issuing Lender (and the Administrative Agent) by no later than 11:00 a.m. Atlanta time at least two (2) Business Days (or such later date and time as the relevant Issuing Lender may agree in a particular instance in its sole discretion) prior to the requested issuance date (or requested amendment, extension or renewal date).  In the case of a request for an initial issuance of a Letter of Credit, the L/C Application shall specify in form and detail satisfactory to the relevant Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the Applicable Currency; (H) the name of the Borrower account party and (I) such other matters as the relevant Issuing Lender may require.  In the case of a request for an amendment of any outstanding Letter of Credit, the L/C Application shall specify in form and detail satisfactory to the relevant Issuing Lender: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the relevant Issuing Lender may require.

(b)           Promptly after receipt of any L/C Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the applicable Borrower and, if not, the relevant Issuing Lender will provide the Administrative Agent with a copy thereof.  Upon receipt by the relevant Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the relevant Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant Issuing Lender’s usual and customary business practices.

(c)           Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant Issuing Lender will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(d)           On the last Business Day of each calendar quarter, each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall report to each Lender all Letters of Credit issued by it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter.

SECTION 3.3  Fees and Other Charges.

(a)           Each Borrower agrees to pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the “L/C Fee”) with respect to each Letter of Credit requested by the Company on behalf of such Borrower and issued by such Issuing Lender in an amount equal to the Applicable Percentage for L/C Fee times the average

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daily undrawn amount of such issued Letters of Credit as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section 3.2.  Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing, and on the Termination Date.  Subject to Section 11.3, (x) in the case of any Event of Default under Section 11.1(a), (b), (d)(i), (g), (h), (i), (j), (m), (n) and (o), unless otherwise agreed by the Required Lenders, upon the occurrence and during the continuance of such Event of Default, the L/C Fee shall accrue at a rate per annum equal to two percent (2%) in excess of the rate then applicable for the L/C Fee, and (y) in the case of any other Event of Default, at the option of the Required Lenders exercised by written notice to the Company, upon the occurrence and during the continuance of such Event of Default, the L/C Fee shall accrue at a rate per annum equal to two percent (2%) in excess of the rate then applicable for the L/C Fee.

(b)           The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants the L/C Fees received by such Issuing Lender in accordance with their respective Revolving Credit Commitment Percentages.

(c)           In addition to the L/C Fees, each Borrower agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit at the request of the Company, on behalf of such Borrower, for such Issuing Lender’s own account without sharing by the other Lenders, (i) a fronting fee of 0.125% per annum on the aggregate stated amount of such Letter of Credit, due and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date, and on the Termination Date, and (ii) the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the relevant Issuing Lender relating to such Letter of Credit as from time to time in effect, due and payable on demand therefor by the relevant Issuing Lender.

SECTION 3.4  L/C Participations.

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

(b)           Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date.  If

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any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Atlanta time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Atlanta time) on any Business Day, such payment shall be due on the following Business Day.

(c)           Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section 3.4, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from a Borrower or otherwise, or any payment of interest on account thereof), such Issuing Lender will distribute to such L/C Participant its pro rata share thereof in accordance with such L/C Participant’s Revolving Credit Commitment Percentage; provided that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

SECTION 3.5  Reimbursement Obligation of the Borrowers; Limitation on Liability.

(a)           Reimbursement Obligation of the Borrowers.  Each Borrower agrees to reimburse each Issuing Lender on each date such Issuing Lender notifies the Company, on behalf of such Borrower, of the date and amount of a draft paid under any Letter of Credit requested by the Company, on behalf of such Borrower, for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with such payment.  Each such payment shall be made to any Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds.  Interest shall be payable on any and all amounts remaining unpaid by any Borrower under this Article III from the date such amounts become payable (which date shall be the date such draft is paid, whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue.  If any Borrower fails to timely reimburse such Issuing Lender on the date the Company, on behalf of such Borrower, receives the notice referred to in this Section 3.5, such Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses.  Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate

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the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would violate the automatic stay under federal bankruptcy laws.

(b)           Limitation on Liability of Borrowers for Reimbursement Obligations.  Notwithstanding anything in this Section 3.5 or in any other provision of this Agreement or any other Loan Document to the contrary, the obligations of the Borrowers (other than the Company) to reimburse the Lenders for any drawings under any Letters of Credit or for any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with the payment of any drafts by the Issuing Lender with respect to any Letters of Credit are several and not joint and several obligations of the Borrowers.  Accordingly, no Borrower (other than the Company) shall be obligated to reimburse the Lenders for any drawings under Letters of Credit that were not requested by such Borrower (or by the Company on behalf of such Borrower), or for any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with the payment of any drafts relating to Letters of Credit that were not requested by such Borrower or by the Company on behalf of such Borrower.  The Company shall be jointly and severally liable to reimburse the Lenders for any drawings under any Letters of Credit and for any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with the payment of any drafts by the Issuing Lender with respect to any Letters of Credit.

SECTION 3.6  Obligations Absolute.

Each Borrower’s obligations under this Article III (including without limitation the Reimbursement Obligation) shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)           the existence of any claim, counterclaim, set-off, defense or other right that any Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)          any payment by the applicable Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for

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the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower.

No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct as determined by a final non-appealable decision of a court of competent jurisdiction.  Each Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on such Borrower and shall not result in any liability of any Issuing Lender to such Borrower.  The responsibility of each Issuing Lender to such Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.  Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the applicable Borrower’s instructions or other irregularity, such Borrower will promptly notify the applicable Issuing Lender.  Each Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Lender and its correspondents unless such notice is given as aforesaid.

SECTION 3.7  Effect of L/C Application.

To the extent that any provision of any L/C Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV

GENERAL LOAN PROVISIONS

SECTION 4.1  Interest.

(a)           Interest Rate Options.  Subject to the provisions of this Section 4.1, at the election of a Borrower, the aggregate principal balance of any Revolving Credit Loans shall bear interest at (i) the Base Rate or (ii) the Offshore Rate plus the Applicable Percentage for Offshore Rate Loans; provided that (A) such interest rate shall be increased by any amount required pursuant to Section 4.1(f) and (B) Offshore Rate Loans shall not be available until three (3) Business Days after the Closing Date.  Such Borrower shall select the rate of interest, Interest Period, if any, and Applicable Currency, in the case of an Offshore Currency Loan, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2, or at the time a Notice of Conversion/Continuation is given pursuant to Section 4.2.  Each Revolving Credit Loan, Swingline Loan, or portion thereof bearing interest based on the Base

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Rate shall be a “Base Rate Loan,” and each Revolving Credit Loan or portion thereof bearing interest based on the Offshore Rate shall be an “Offshore Rate Loan.” Any Revolving Credit Loan or any portion thereof as to which the Company, on behalf of a Borrower, requesting such Revolving Credit Loan has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.  A Competitive Bid Loan will bear interest at the Competitive Bid Rate specified in the Competitive Bid accepted by the Borrower with respect to such Competitive Bid Loan.  Swingline Loans shall bear interest at the Swingline Rate.

(b)           Interest Periods.  In connection with each Offshore Rate Loan and each Competitive Bid Loan, the Company, on behalf of a Borrower, by giving notice at the times described in Section 4.1(a), shall elect an interest period (each, an “Interest Period”) to be applicable to such Revolving Credit Loan or such Competitive Bid Loan, which Interest Period shall, unless otherwise agreed by the Administrative Agent and the Lenders, be a period of one (1), two (2), three (3), or, if available to all Lenders for the requested Available Currency, six (6) months with respect to each Offshore Rate Loan, a period of seven (7) days to 180 days with respect to each Dollar Competitive Bid Loan and a period of seven (7) to sixty (60) days with respect to Offshore Currency Competitive Bid Loans; provided that

(i)            the Interest Period shall commence on the date of advance of or conversion to any Offshore Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

(ii)           if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period with respect to an Offshore Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(iii)          any Interest Period with respect to an Offshore Rate Loan 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 relevant calendar month at the end of such Interest Period;

(iv)          no Interest Period shall extend beyond the Termination Date of the facility under which the Loan with respect to which such Interest Period relates was made; and

(v)           there shall be no more than twelve (12) Offshore Rate Loans (exclusive of Competitive Bid Loans) outstanding hereunder at any time (it being understood that, for purposes hereof, Offshore Rate Loans with different Interest Periods shall be considered as separate Offshore Rate Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined by a Borrower at the end of existing Interest Periods to constitute a new Offshore Rate Loan with a single Interest Period).

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(c)           Default Rate, etc.  Subject to Section 11.3, (x) in the case of any Event of Default under Section 11.1(a), (b), (d)(i), (g), (h), (i), (j), (m), (n) and (o), unless otherwise agreed by the Required Lenders, upon the occurrence and during the continuance of such Event of Default, (i) the Company, on behalf of the Borrowers, shall no longer have the option to request Offshore Rate Loans, (ii) all outstanding Offshore Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to such Offshore Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans, (iii) all outstanding Base Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans and (iv) each outstanding Competitive Bid Loan shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to such Competitive Bid Loan and (y) in the case of any other Event of Default, at the option of the Required Lenders exercised by written notice to the Company, upon the occurrence and during the continuance of such Event of Default, (i) the Company, on behalf of the Borrowers, shall no longer have the option to request Offshore Rate Loans, (ii) all outstanding Offshore Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to such Offshore Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans, (iii) all outstanding Base Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans and (iv) each outstanding Competitive Bid Loan shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to such Competitive Bid Loan.  To the greatest extent permitted by law, interest shall continue to accrue on the amount of Loans outstanding after the filing by or against a Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

(d)           Interest Payment and Computation.  Interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar quarter commencing on the first of such dates to occur after the Closing Date, and interest on each Offshore Rate Loan and each Competitive Bid Loan shall be payable on the last day of each Interest Period applicable thereto, and if such Interest Period exceeds three (3) months, at the end of each three (3) month interval during such Interest Period.  Interest on all Loans and all fees payable hereunder shall be computed on the basis of a 360-day year and assessed for the actual number of days elapsed; provided that interest on Loans bearing interest at a rate based upon the Base Rate shall be computed on the basis of a 365- or 366-day year, as applicable.  Interest on each Swingline Loan shall be payable in arrears on the last Business Day of each calendar quarter, commencing on the first of such dates to occur after the Closing Date.

(e)           Maximum Rate.  In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under any of the Notes charged or collected pursuant to the terms of this Agreement or pursuant to any of the Notes exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto.  In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrowers any interest received by Lenders in excess of the maximum lawful rate or (ii) shall apply such excess

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to the principal balance of the Obligations.  It is the intent hereof that the Borrowers not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrowers under Applicable Law.

(f)            Mandatory Costs.  In the case of a Revolving Credit Loan that is an Offshore Currency Loan, the otherwise applicable interest rate determined pursuant to Section 4.1(a) shall be increased by the Mandatory Cost, if any, of the applicable Lender associated with such Loan, computed in the manner set forth in Schedule 4.1(f) attached hereto.

(g)           Determination of Rates.  The Administrative Agent shall determine each interest rate applicable to the Loans hereunder as follows:  (i) on the same Business Day of the date of borrowing for each Base Rate Loan and (ii) two (2) Business Days before the date of borrowing of (A) each Offshore Rate Loan denominated in Dollars and (B) each Offshore Currency Loan.  The Administrative Agent shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing).  Any such determination shall be conclusive and binding for all purposes, absent manifest error.

SECTION 4.2  Conversion and Continuation of Revolving Credit Loans.

Provided that no Default or Event of Default has occurred and is then continuing, and subject to the terms of this Agreement, any Borrower shall have the option (a) to convert all or any portion of its outstanding Base Rate Loans in a principal amount equal to $1,000,000 or any whole multiple of $500,000 in excess thereof into one or more Offshore Rate Loans denominated in Dollars or an Offshore Currency and (b)(i) to convert all or any part of its outstanding Offshore Rate Loans in a principal amount equal to $500,000 or a whole multiple of $100,000 in excess thereof into Base Rate Loans denominated in Dollars or (ii) to continue Offshore Rate Loans, whether denominated in Dollars or Offshore Currency Loans, as Offshore Rate Loans in the same currency for an additional Interest Period; provided that if any conversion or continuation is made on a day other than the last day of any Interest Period, such Borrower shall pay any amount required to be paid pursuant to Section 4.9 hereof. Whenever a Borrower desires to convert or continue Revolving Credit Loans or Swingline Loans as provided above, the Company, on behalf of such Borrower, shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit F (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. (Atlanta time) three (3) Business Days before the day on which a proposed conversion or continuation of such Revolving Credit Loan or Swingline Loan is to be effective (except in the case of a conversion of an Offshore Rate Loan denominated in Dollars to a Base Rate Loan, in which case same day notice not later than 11:00 a.m. (Atlanta time) by the Borrower shall be sufficient) specifying (A) the Revolving Credit Loans or Swingline Loans to be converted or continued, the facility under which such Loans were made and, in the case of any Offshore Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal Dollar Equivalent amount of such Revolving Credit Loans to be converted or continued, (D) the Interest Period to be applicable to such converted or continued Offshore Rate Loan and (E) in the case of any continued Offshore Rate Loan which is an Offshore Currency Loan, the Applicable Currency.  The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

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SECTION 4.3  Fees.

(a)           Facility Fee.  The Company agrees to pay to the Administrative Agent, for the account of the Lenders, a non-refundable facility fee (the “Facility Fee”) at a rate per annum equal to the Applicable Percentage for Facility Fee for the Revolving Credit Facility on the average daily amount of the Aggregate Revolving Credit Commitment during the applicable period, regardless of usage.  The Facility Fee shall apply to the period commencing on the Closing Date and ending on the termination of the Aggregate Revolving Credit Commitment and shall be payable in arrears on the last Business Day of each calendar quarter for the immediately preceding calendar quarter (or portion thereof), beginning with the first such date to occur after the Closing Date.  Such Facility Fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentage.

(b)           Administrative Fees.  The Company agrees to pay to the Administrative Agent, for its own account, the fees referred to in the Administrative Agent’s Fee Letter.

SECTION 4.4  Manner of Payment.

Each payment by a Borrower on account of the principal of or interest on the Loans or of any fee (including any L/C Fees relating to an Letter of Credit denominated in an Offshore Currency), commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any Note shall be made on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth in the next sentence below), in Dollars (other than as set forth below), in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever.  Payment of principal of, interest on or any other amount relating to any Offshore Currency Loan shall be made in the Offshore Currency in which such Loan is denominated or payable.  Such payments, if denominated in Dollars, shall be made no later than 2:00 p.m. (Atlanta time) on the relevant date and, if denominated in an Offshore Currency, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment.  Any payment denominated in Dollars received after 1:00 p.m. (Atlanta time) but before 2:00 p.m. (Atlanta time) on a due date shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day.  Any payment denominated in Dollars received after 2:00 p.m. (Atlanta time), or any payment denominated in an Offshore Currency received after the relevant time determined by the Administrative Agent, shall be deemed to have been made on the next succeeding Business Day for all purposes. Each payment to the Administrative Agent of the L/C Fees shall be made in like manner, but for the account of the Issuing Lenders and the L/C Participants.  Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Section 2.5, 2.6, 4.8, 4.9, 4.10, 4.11 or 13.2 shall be paid to the Administrative Agent for the account of the applicable Lender.  The Administrative Agent shall distribute any such payments received by it for the account of any other Lender to such Lender promptly following receipt thereof and shall wire advice of the amount of such credit to such Lender.  Subject to Section 4.l(b)(ii), if any payment under this Agreement or any Note shall be specified

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to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

SECTION 4.5  Crediting of Payments and Proceeds.

In the event that any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations of such Borrower shall be applied first to all expenses then due and payable by such Borrower hereunder, then to all indemnity obligations then due and payable by such Borrower hereunder, then to all Administrative Agent’s fees then due and payable allocable to such Borrower, then to all commitment and other fees and commissions then due and payable allocable to such Borrower, then to accrued and unpaid interest on the Notes issued by such Borrower and L/C Fees owing from such Borrower, then to the principal amount of the Notes and Reimbursement Obligations of such Borrower and then to the cash collateral account described in Section 11.2(b) hereof to the extent of any L/C Obligations of such Borrower then outstanding, in that order (in each case, if applicable, pro rata in accordance with all such amounts due).

SECTION 4.6  Adjustments.

If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by set- off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Extensions of Credit, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned to the extent of such recovery, but without interest.  Each Borrower agrees that each Lender so purchasing a portion of another Lender’s Extensions of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

SECTION 4.7  Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent.

(a)           The obligations of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several.

(b)           Unless any 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 such Borrower or such Lender, as the case may be, will not make such payment, the

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Administrative Agent may assume that such 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:

(i)            if any 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

(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 applicable Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) 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, as the case may be, 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 applicable Borrower, and such 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 Revolving Credit Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

SECTION 4.8  Changed Circumstances.

(a)           Circumstances Affecting Offshore Rate Availability.  If with respect to any Interest Period: (i) the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine that for any reason adequate and reasonable means do not exist for determining the Offshore Rate for any requested Interest Period with respect to a proposed Offshore Rate Loan or (ii) the Required Lenders reasonably determine (which determination shall be conclusive) and notify the Administrative Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Required Lenders of funding Offshore Rate Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Company.  Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, the obligation of the Lenders to make Offshore Rate Loans and the right of the Borrowers to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as an Offshore Rate Loan shall be suspended, and the Borrowers shall repay in full

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(or cause to be repaid in full) the then outstanding principal amount of each such Offshore Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Offshore Rate Loan or convert the then outstanding principal amount of each such Offshore Rate Loan to a Base Rate Loan as of the last day of such Interest Period (Offshore Currency Loans which are not repaid shall be redenominated and converted into their Dollar Equivalent of Base Rate Loans in Dollars).

(b)           Laws Affecting Offshore Rate Availability.  If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the date hereof of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Offshore Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company and the other Lenders.  Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, (i) the obligations of the affected Lenders to make Offshore Rate Loans and the right of the Borrowers to convert any Revolving Credit Loan of the affected Lenders or continue any Revolving Credit Loan of the affected Lenders as an Offshore Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, (ii) if any of the Lenders may not lawfully continue to maintain an Offshore Rate Loan to the end of the then current Interest Period applicable thereto as an Offshore Rate Loan, the applicable Offshore Rate Loan of the affected Lenders shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period (Offshore Currency Loans shall be redenominated and converted into their Dollar Equivalent of Base Rate Loans in Dollars) and the Borrowers shall pay any amount required to be paid pursuant to Section 4.9 in connection therewith and (iii) if any of the Lenders may not lawfully continue to maintain a Competitive Bid Loan which bears interest at a rate based on the Offshore Rate to the end of the then current Interest Period applicable thereto at such rate of interest, such Competitive Bid Loan of the affected Lender shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.  The Borrowers shall repay the outstanding principal amount of any Competitive Bid Loans converted into Base Rate Loans in accordance with clause (iii) of this Section 4.8(b), together with all accrued but unpaid interest thereon and any amount required to be paid pursuant to Section 4.9 hereof, on the last day of the Interest Period applicable to such Competitive Bid Loans.

(c)           Increased Costs.  If, after the date hereof, the introduction of, or any change in, any Applicable Law, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the date hereof of such Governmental Authority, central bank or comparable agency:

(i)            shall subject any of the Lenders (or any of their respective Lending Offices) to any tax, duty or other charge with respect to any Note, Letter of Credit or L/C Application or shall change the basis of taxation of payments to any of the Lenders (or

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any of their respective Lending Offices) of the principal of or interest on any Note, Letter of Credit or L/C Application or any other amounts due under this Agreement in respect thereof (except for taxes of the type excluded from the indemnity provided for in Section 4.11(a)); or

(ii)           shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, other than any reserve included in the Eurodollar Reserve Percentage), special deposit, insurance or capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any of the Lenders (or any of their respective Lending Offices) or shall impose on any of the Lenders (or any of their respective Lending Offices) or the foreign exchange and interbank markets any other condition affecting any Note;

and the result of any event of the kind described in the foregoing clause (i) or this clause (ii), is to increase the costs to any of the Lenders of maintaining any Offshore Rate Loan, Competitive Bid Loan or issuing or participating in Letters of Credit or to reduce the yield or amount of any sum received or receivable by any of the Lenders under this Agreement or under the Notes or any Letter of Credit or L/C Application in respect of an Offshore Rate Loan or Letter of Credit, then such Lender may promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Company, on behalf of the respective Borrower, of such fact and demand compensation therefor and, within fifteen (15) days after such notice by the Administrative Agent, such Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or Lenders for such increased cost or reduction, provided that the Borrowers shall not be required to compensate a Lender or the Issuing Lender under this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or the Issuing Lender notifies the Company of such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor.  The Administrative Agent and the applicable Lender will promptly notify the Company, on behalf of the respective Borrower, of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 4.8(c); provided that the Administrative Agent shall incur no liability whatsoever to the Lenders or the Borrowers in the event it fails to do so.  The amount of such compensation shall be determined, in the applicable Lender’s reasonable discretion, based upon the assumption that such Lender funded its Aggregate Revolving Credit Commitment Percentage of the Offshore Rate Loans, or the amount of any Competitive Bid Loans made by such Lender, in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical.  A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the respective Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 4.9  Indemnity.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

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(a)           any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b)           any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.  For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 4.9, each Lender shall be deemed to have funded each Offshore Rate Loan made by it by a matching deposit or other borrowing in the London Dollar interbank market for a comparable amount and for a comparable period, whether or not such Offshore Rate Loan was in fact so funded.

SECTION 4.10  Capital Requirements.

If either (a) the introduction of, or any change in, or in the interpretation of, any Applicable Law after the date hereof or (b) compliance with any guideline or request issued after the date hereof from any central bank or comparable agency or other Governmental Authority (whether or not having the force of law), has or would have the effect of reducing the rate of return on the capital of, or has affected or would affect the amount of capital required to be maintained by, any Lender or any corporation controlling such Lender as a consequence of, or with reference to any Lender’s Revolving Credit Commitment or with reference to the Swingline Lender’s Swingline Maximum and other commitments of this type, below the rate which the Lender or such other corporation could have achieved but for such introduction, change or compliance, then within five (5) Business Days after written demand by any such Lender, the Borrowers shall pay to such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender or other corporation for such reduction, provided that the Borrower shall not be required to pay to such Lender such additional amounts under this Section for any amount incurred as a result of such reduction more than 90 days prior to the date that such Lender or the Issuing Lender notifies the Borrower of such reduction and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor.  A certificate of such Lender setting forth in reasonable detail the basis for determining such amounts necessary to compensate such Lender shall be forwarded to the Borrowers through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 4.11  Taxes.

(a)           Payments Free and Clear.  Any and all payments by any Borrower hereunder or under the Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the

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Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement, the Notes or Letters of Credit) and (ii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).  If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or Letter of Credit to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) such Borrower shall make such deductions, (C) such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (D) such Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 4.11(d).  No Borrower shall, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 4.11.

(b)           Stamp and Other Taxes.  In addition, the Borrowers shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents, or the perfection of any rights or security interest in respect thereto (hereinafter referred to as “Other Taxes”).

(c)           Indemnity.  Each Borrower shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.11) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate as to the amount of such payment or liability prepared by a Lender or the Administrative Agent, absent manifest error, shall be conclusive, provided that if the Borrowers reasonably believe that such Taxes or Other Taxes were not correctly or legally asserted, such Lender or the Administrative Agent (as the case may be) shall use reasonable efforts to cooperate with the Borrowers, at the Borrowers’ expense, to obtain a refund of such Taxes or Other Taxes.  Such indemnification shall be made within thirty (30) days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor.  If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it promptly shall notify the Company, on behalf of the respective Borrower, of the availability of such refund and shall, within sixty (60) days after receipt of a request by the Company, on behalf of such Borrower,

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pursue or timely claim such refund at such Borrower’s expense.  If any Lender or the Administrative Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender or the Administrative Agent has received payment from any Borrower hereunder, it promptly shall repay such refund (plus interest received, if any) to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 4.11 with respect to Taxes or Other Taxes giving rise to such refund), provided that such Borrower, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus any penalties, interest or other charges required to be paid) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund to the relevant taxing authority.  Nothing contained in this Section 4.11(c) shall require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential).

(d)           Evidence of Payment.  Within thirty (30) days after the date of any payment of Taxes or Other Taxes, the respective Borrower shall furnish to the Administrative Agent, at its address referred to in Section 13.1, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment satisfactory to the Administrative Agent.

(e)           Delivery of Tax Forms.  Each Foreign Lender shall deliver to the Company (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Company as will permit all payments under this Agreement to be made without withholding.  Without limiting the generality of the foregoing, each Foreign Lender agrees that it will deliver to the Administrative Agent and the Company (or in the case of a Participant, to the Lender from which the related participation shall have been purchased) (i) two (2) duly completed copies of Internal Revenue Service Form W-8ECI or W-8BEN, or any successor form thereto, as the case may be, certifying in each case that such Foreign Lender is entitled to receive payments made by any Borrower hereunder and under the Notes payable to it, without deduction or withholding of any United States federal income taxes and (ii) a duly completed Internal Revenue Service Form W-8 or W-9, or any successor form thereto, as the case may be, to establish an exemption from United State backup withholding tax.  Each such Foreign Lender shall deliver to the Company and the Administrative Agent such forms on or before the date that it becomes a party to this Agreement (or in the case of a Participant, on or before the date such Participant purchases the related participation).  In addition, each such Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lender.  Each such Lender shall promptly notify the Company and the Administrative Agent at any time that it determines that it is no longer in a position to provide any previously delivered certificate to the Company (or any other form of certification adopted by the U.S. taxing authorities for such purpose) which notice shall create in Borrower the right to replace such Lender pursuant to Section 4.12 hereof.

(f)            Each Lender agrees upon the request of the Company and at the Company’s expense to complete, accurately and in a manner reasonably satisfactory to the Company and the Administrative Agent, and to execute, arrange for any required certification of, and deliver to the Company (with a copy to the Administrative Agent) (or to such government or taxing authority as the Company or Administrative Agent reasonably directs), any other form or document that may be required under the laws of any jurisdiction outside the United States to allow the

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Company or any other Borrower to make a payment under this Agreement or the other Loan Documents without any deduction or withholding for or on account of any taxes of the type described in this Section 4.11 or with any such deduction or withholding for or on account of such taxes at a reduced rate, in each case so long as such Lender is (i) legally entitled to provide such certification and deliver such form or document and (ii) such action is consistent with its overall tax policies and is not otherwise, in the judgment of such Lender, impractical or disadvantageous in any material respect to such Lender.

(g)           Notwithstanding any provision of this Section 4.11 to the contrary, no Borrower shall have any obligation to pay any taxes or to indemnify any Lender for such taxes pursuant to this Section 4.11 to the extent that such taxes result from (i) the failure of any Lender to comply with its obligations pursuant to Section 4.11(f) or (ii) any representation made on Form 1001, 4224 or W-8 or successor applicable form or certification by any Lender incurring such taxes proving to have been incorrect, false or misleading in any material respect when so made or deemed to be made or (iii) such Lender changing its applicable Lending Office to a jurisdiction in which such taxes arise, except to the extent in the judgment of such Lender such change was required by the terms of this Agreement.

(h)           To the extent that the payment of any Lender’s Taxes or Other Taxes by the Borrowers hereunder gives rise from time to time to a Tax Benefit (defined below) to such Lender in any jurisdiction other than the jurisdiction which imposed such Taxes or Other Taxes, such Lender shall pay to the Borrowers the amount of each such Tax Benefit so recognized or received.  The amount of each Tax Benefit and, therefore, payment to the Borrowers will be determined from time to time by the relevant Lender in its sole discretion, which determination shall be binding and conclusive on all parties hereto.  Each such payment will be due and payable by such Lender to the Borrowers within a reasonable time after the filing of the tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Lender is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the Borrowers shall promptly, after notice thereof from such Lender, repay to such Lender the amount of such Tax Benefit previously paid to it by such Lender and which has been rescinded, disallowed or nullified.  For purposes hereof, the term “Tax Benefit” shall mean the amount by which any Lender’s income tax liability for the taxable period in question is reduced below what would have been payable had the Borrowers not been required to pay such Lender’s taxes hereunder.

(i)            Survival.  Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrowers contained in this Section 4.11 shall survive the payment in full of the Obligations and the termination of the Revolving Credit Commitment, but shall be limited in duration to the applicable statute of limitations for Taxes or Other Taxes for which indemnification is sought.

SECTION 4.12  Mitigation of Obligations; Replacement of Lenders.

(a)           If any Lender requests compensation under Section 4.8, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Sections 4.10 or 4.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to

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assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Sections 4.8, 4.10 or 4.11, as the case may be,  in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrowers hereby agree to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

(b)           If (i) any Lender requests compensation under Section 4.8, (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Sections 4.10 or 4.11, (iii) any Lender is unable to make Offshore Rate Loans for the reasons set forth in Section 2.18 or is unwilling to accept a proposed Designated Borrower because it is unwilling or unable to obtain additional licenses or franchises to enable it to make such requested Loan, (iv) any Lender defaults in its obligation to fund Loans hereunder, or (v) any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders then the Company may, at its sole expense (including as to any assignment fees payable in connection therewith) and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 13.9 all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Bid Loans held by such Lender) to an assignee that shall assume such obligations (which assignee may be another Lender); provided that (A) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Company (in the case of all other amounts), (C) in the case of a claim for compensation under Section 4.8 or payments required to be made pursuant to Sections 4.10 or 4.11, such assignment will result in a reduction in such compensation or payments, (D) in the case of an assignment and delegation pursuant to clause (v) above, the applicable amendment, waiver, consent or release can be effected as a result of the assignment contemplated hereby (together with all other such assignments required by the Company to be made pursuant hereto), and (E) such assignment does not conflict with Applicable Laws.  A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

ARTICLE V

CLOSING; CONDITIONS OF CLOSING AND BORROWING

SECTION 5.1  Conditions to Closing.

The obligations of the Lenders to close this Agreement are subject to the satisfaction or waiver of each of the following conditions:

(a)           Executed Loan Documents.  This Agreement, the Revolving Credit Notes (if any) and all other applicable Loan Documents shall have been duly authorized, executed and

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delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no  Default shall exist hereunder or thereunder.

(b)           Closing Certificates; Etc.

(i)            Officers’ Certificates.  The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrowers are not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

(ii)           General Certificates.  The Administrative Agent shall have received a certificate of the secretary, assistant secretary of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation, certificate of limited partnership, or certificate or articles of formation, of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (B) the bylaws, partnership agreement or operating agreement of such Borrower as in effect on the date of such certifications, and (C) resolutions duly adopted by the Board of Directors of such Borrower authorizing, as applicable, the borrowings contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.

(iii)          Certificates of Good Standing.  The Administrative Agent shall have received certificates as of a recent date of the good standing of the Borrowers under the laws of their respective jurisdictions of organization and certificates as of a recent date of the good standing of each Borrower under the laws of each other jurisdiction where such Borrower is qualified to do business and where a failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

(iv)          Opinions of Counsel.  The Administrative Agent shall have received opinions in form and substance reasonably satisfactory to the Administrative Agent of internal and external counsel to the Company and any other Designated Borrower, addressed to the Administrative Agent and the Lenders with respect to the Borrowers, the Loan Documents and such other matters as the Administrative Agent shall reasonably request.

(c)           Consents; Defaults.

(i)            Governmental and Third Party Approvals.  The Borrowers shall have obtained all approvals, authorizations and consents of any Person and of all

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Governmental Authorities and courts having jurisdiction necessary in order to enter into this Agreement and the other Loan Documents as of the Closing Date.  Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the transactions contemplated by this Agreement and the other Loan Documents or otherwise referred to herein or therein.

(ii)           No Event of Default.  No Default or Event of Default shall have occurred and be continuing.

(d)           No Material Adverse Effect.  Since December 31, 2005 nothing shall have occurred (and neither the Administrative Agent nor the Lenders shall have become aware of any facts or conditions not previously known) which has had, or could reasonably be expected to have, a Material Adverse Effect.

(e)           Financial Matters.

(i)            Financial Statements.  The Administrative Agent shall have received and reviewed (A) the consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2005, including balance sheets, income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and the consolidated financial statements of the Company and its Subsidiaries for the fiscal quarter ending March 31, 2006, and (B) such other financial information as the Administrative Agent may request.

(ii)           Payment at Closing.  The Borrowers shall have paid any accrued and unpaid fees or commissions due hereunder (including, without limitation, legal fees and expenses payable under Section 13.2, to the extent invoiced) to the Administrative Agent and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

(f)            Litigation.  As of the Closing Date, there shall be no actions, suits or proceedings pending or, to the best knowledge of any Borrower, threatened (i) with respect to this Agreement or any other Loan Document or (ii) which could reasonably be expected to have a Material Adverse Effect.

(g)           Miscellaneous.

(i)            Proceedings and Documents. All Loan Documents, opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent.

(ii)           Accuracy and Completeness of Information.  All information taken as an entirety made available to the Administrative Agent and/or the Lenders by the Borrowers or any of their representatives in connection with the transactions contemplated hereby

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(“Information”) is and will be complete and correct in all material respects as of the date made available to the Administrative Agent and/or the Lenders and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading.

SECTION 5.2  Conditions to All Extensions of Credit.

The obligation of each Lender to make any Extension of Credit hereunder (including the initial Extension of Credit to be made hereunder) is subject to the satisfaction of the following conditions precedent on the relevant borrowing or issue date, as applicable:

(a)           Continuation of Representations and Warranties.  The representations and warranties contained in Article VI shall be true and correct in all material respects on and as of such borrowing or issuance date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date.

(b)           No Existing Default.  No Default or Event of Default shall have occurred and be continuing hereunder on the date of such Extension of Credit, both before and after giving effect to the Loans to be made on such date and/or the Letters of Credit to be issued on such date.

(c)           Notice of Revolving Credit Borrowing.  To the extent applicable, the Administrative Agent shall have received a Notice of Revolving Credit Borrowing and/or Notice of Swingline Borrowing from the Company on behalf of the relevant Borrower in accordance with Section 2.2(a) or a Competitive Bid Request in accordance with Section 2.5(a) and a Notice of Account Designation specifying the account or accounts to which the proceeds of any Loans made after the Closing Date are to be disbursed.

(d)           Borrower Joinder Agreement Documents.  In the case of any Loan to a new Designated Borrower, the Administrative Agent shall have received a Borrower Joinder Agreement together with any other documents, certificates, information or legal opinions from a Designated Borrower as specified in Section 2.10 hereof.

The occurrence of the Closing Date and the acceptance by any Borrower of the benefits of each Extension of Credit hereunder shall constitute a representation and warranty by such Borrower to the Administrative Agent and each of the Lenders that all the conditions specified in Sections 5.1 and 5.2 and applicable to such borrowing have been satisfied as of that time or waived in writing by the Lenders.  All of the Notes, certificates, legal opinions and other documents and papers referred to in Sections 5.1 and 5.2, unless otherwise specified, shall be delivered to the Administrative Agent for the benefit of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

SECTION 6.1  Representations and Warranties.

To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, each Borrower hereby represents and warrants to the Administrative Agent and Lenders that:

(a)           Organization; Power; Qualification.  Each of the Borrowers and its Subsidiaries (other than inactive Subsidiaries which are not Material Subsidiaries) is duly organized, validly existing and in good standing or active status, as applicable under the laws of the jurisdiction of its incorporation or formation, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)           Ownership.  Each Subsidiary of each of the Borrowers as of the Closing Date is listed on Schedule 6.l(b).

(c)           Authorization of Agreement, Loan Documents and Borrowing.  Each of the Borrowers and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with its respective terms.  Each of the Loan Documents has been duly executed and delivered by the duly authorized officers of the Borrowers and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Borrowers and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

(d)           Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.  The execution, delivery and performance by the Borrowers and their Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any of the Borrowers or any of their Subsidiaries to obtain any Governmental Approval or approval of any other Person not otherwise already obtained or violate any Applicable Law relating to the Borrowers or any of their Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrowers or any of their Subsidiaries or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person except as could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any material Lien (other than a Lien

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permitted under Section 9.2) upon or with respect to any property now owned or hereafter acquired by such Person.

(e)           Compliance with Law; Governmental Approvals.  Each of the Borrowers and their respective Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of the Borrowers’ knowledge, threatened attack by direct or collateral proceeding, except where the failure to have such Governmental Approval could not reasonably be expected to have a Material Adverse Effect, and (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties; in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(f)            Tax Returns and Payments.  Each of the Borrowers and their respective Subsidiaries has timely filed or caused to be filed all federal and state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except taxes (i) that are being contested in good faith by appropriate proceedings and for which such Borrower or Subsidiary, as applicable, has set aside on its books adequate reserves or (ii) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.  No Governmental Authority has asserted any material Lien or other claim against the Borrowers or any Subsidiary thereof with respect to unpaid taxes which has not been discharged or resolved.  The charges, accruals and reserves on the books of each of the Borrowers and any of their respective Subsidiaries in respect of federal and all material state, local and other taxes are, in the judgment of the Borrowers, adequate, and the Borrowers do not anticipate any material additional taxes or assessments for any of the periods reflected on such books.

(g)           Intellectual Property Matters.  Each of the Borrowers and its Subsidiaries owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.  No event has occurred which, to the knowledge of the Borrowers, permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and, to the knowledge of the Borrowers, neither the Borrowers nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except as could not reasonably be expected to have a Material Adverse Effect.

(h)           Environmental Matters.  Except as set forth on Schedule 6.1(h) (and only to the extent described therein) or as could not reasonably be expected to have a Material Adverse Effect:

(i)            The properties of the Borrowers and their Subsidiaries (including soils, surface waters, groundwaters on, at or under such properties) do not contain and are not

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otherwise affected by, and to the Borrowers’ knowledge have not previously contained or been affected by, any Hazardous Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability or obligation under applicable Environmental Laws;

(ii)           The properties of the Borrowers and their Subsidiaries and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about such properties or such operations which could reasonably be expected to interfere with the continued operation of such properties;

(iii)          The Borrowers and their Subsidiaries have obtained, are in compliance with, and have made all appropriate filings for issuance or renewal of, all permits, licenses, and other governmental consents required by applicable Environmental Laws (“Environmental Permits”), and all such Environmental Permits are in full force and effect;

(iv)          Neither any of the Borrowers nor any Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, nor do the Borrowers have knowledge or reason to believe that any such notice will be received or is being threatened;

(v)           To the knowledge of the Borrowers, Hazardous Materials have not been transported or disposed of from the properties of the Borrowers or any of their Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, nor, to the knowledge of the Borrowers, have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner which could reasonably be expected to give rise to liability under, any Environmental Laws;

(vi)          No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrowers, threatened, under any Environmental Law to which any of the Borrowers or any Subsidiary thereof has been or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the properties or operations of the Borrowers and their Subsidiaries; and

(vii)         To the knowledge of the Borrowers, there has been no release, or threat of release, of Hazardous Materials at or from the properties of the Borrowers or any of their Subsidiaries, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

(i)            ERISA.

(i)            Each of the Borrowers and each ERISA Affiliate is in compliance with all applicable provisions of ERISA and the regulations and published interpretations

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thereunder with respect to all Employee Benefit Plans except where any such noncompliance could not reasonably be expected to have a Material Adverse Effect. Except for any failure that could not reasonably be expected to have a Material Adverse Effect, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code.  No liability that could reasonably be expected to have a Material Adverse Effect has been incurred by the Borrowers or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;

(ii)           No accumulated funding deficiency (as defined in Section 412 of the Code) has been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan except for any accumulated funding deficiency or funding waiver that could not reasonably be expected to have a Material Adverse Effect;

(iii)          Neither the Borrowers nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Section 412 of the Code, except where any of the foregoing individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect;

(iv)          No Termination Event that could reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably expected to occur; and

(v)           No proceeding, claim, lawsuit and/or investigation is existing or, to the knowledge of the Borrowers, threatened concerning or involving any Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect.

(j)            Margin Stock.  No Borrower or any Subsidiary thereof is engaged principally or as one of its material activities in the business of extending credit for the purpose of ‘‘purchasing’’ or “carrying” any ‘‘margin stock’’ (as each such term is defined or used in Regulation U of the Board of Governors of the Federal Reserve System).  No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock, unless the Borrowers shall have given the Administrative Agent and Lenders prior notice of such event and such other information as is reasonably necessary to permit the Administrative Agent and Lenders to comply, in a timely fashion, with all reporting obligations required by Applicable Law, or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

(k)           Government Regulation.  No Borrower or any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such

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term is defined or used in the Investment Company Act of 1940, as amended) and neither the Borrowers nor any Subsidiary thereof is, or after giving effect to any Extension of Credit will be, subject to regulation under the Interstate Commerce Act, each as amended.

(l)            Burdensome Provisions. No Borrower or any Subsidiary thereof is a party to any indenture, agreement (excluding the CSC Agreement and the CSC Put), lease or other instrument, or subject to any corporate or partnership restriction, Governmental Approval or Applicable Law which is so unusual or burdensome that in the foreseeable future it could be reasonably expected to have a Material Adverse Affect.  The Borrowers and their Subsidiaries do not presently anticipate that their future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect.

(m)          Financial Statements; Financial Condition: Etc.  The financial statements delivered to the Lenders pursuant to Section 5.1(e)(i) and, if applicable, Section 7.1, copies of which have been furnished to the Administrative Agent and each Lender, have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments), are complete in all material respects and fairly present in all material respects the assets, liabilities and financial position of the Borrowers and their Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject, in the case of unaudited financial statements, to the absence of footnotes and normal year end adjustments.

(n)           No Material Adverse Effect.  Since December 31, 2005, there has been no Material Adverse Effect.

(o)           Liens.  None of the properties and assets of the Borrowers or any Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to Section 9.2.

(p)           Debt and Support Obligations.  Schedule 6.1(p) is a complete and correct listing of all Debt and Support Obligations of the Borrowers and their Subsidiaries as of the Closing Date.

(q)           Litigation.  There are no actions, suits or proceedings pending nor, to the knowledge of the Borrowers, threatened against or affecting the Borrowers or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority, which could reasonably be expected to have a Material Adverse Effect.

(r)            Absence of Defaults.  No event has occurred and is continuing which constitutes a Default or an Event of Default.

(s)           Absence of Bankruptcy Events.  Since December 31, 2005, no event has occurred and is continuing which constitutes a Bankruptcy Event, other than Bankruptcy Events affecting Subsidiaries which are not Material Subsidiaries.

(t)            Accuracy and Completeness of Information.  As of the Closing Date, the Borrowers have disclosed to the Lenders all agreements, instruments and corporate or other

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restrictions to which they or any of their Subsidiaries are subject, and all other matters known to them, other than general market, economic and industry conditions, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  The written information, taken as a whole, furnished by or on behalf of the Borrowers to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to any projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(u)           Property.  The Borrowers and their Subsidiaries have good and marketable title to all material Property owned by them and valid leasehold interests in all material Property leased by them (except as permitted by the terms of this Agreement), free and clear of all Liens, except for Liens permitted pursuant to Section 9.2.

(v)           Labor Practices.   No Borrower or any Subsidiary thereof is engaged in any unfair labor practices that could reasonably be expected to have a Material Adverse Effect.  There is (i) no unfair labor practice complaint pending against any Borrower or any Subsidiary thereof, to the knowledge of the Borrowers, threatened against a Borrower or any Subsidiary thereof, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against a Borrower or any Subsidiary thereof or, to the knowledge of the Borrowers, threatened against a Borrower or any Subsidiary thereof, (ii) no strike, labor dispute, slowdown or stoppage pending against a Borrower or any of its Subsidiaries or, to the knowledge of the Borrowers, threatened against a Borrower or any Subsidiary thereof and (iii) no union representation question exists with respect to the employees of a Borrower or any Subsidiary thereof, except (with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect.

(w)          Subordinated Indebtedness.  Neither the Company nor its Subsidiaries has any Debt that is subordinated to any other Debt (except for any subordinated loans made or deemed made by the seller of any account receivables and related property to the purchaser of such receivables and related property in connection with the Permitted Securitization Transaction in order to fund all or a portion of the purchase price for such receivables and related property which are transferred as part of the Permitted Securitization Transaction), unless such subordinated debt is subordinated in right of payment to the Obligations.

(x)            Foreign Assets Control Regulations, etc.  Neither the making of any Loan nor the use of the proceeds thereof nor the issuance of any Letter of Credit will violate (a) the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) or (c) Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions

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with Persons Who Commit, Threaten to Commit or Support Terrorism).  Without limiting the foregoing, neither Holdings nor any of its Subsidiaries is a “blocked person” as described in Section 1 of such Executive Order or engages in any dealings or transactions with, or is otherwise associated with, any such blocked person.

(y)           Representations as to Foreign Obligors. Each of the Company and each Foreign Obligor represents and warrants to the Administrative Agent and the Lenders that: