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DOCUMENT TITLE:  CREDIT AGREEMENT Dated as of February 22, 2007 among .
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Clause Heading
(a) - REVOLVING COMMITMENT.
(i) - NOTICE OF BORROWING.
(ii) - MINIMUM AMOUNTS.
(iii) - ADVANCES.
(c) - REPAYMENT.
(d) - INTEREST.
(i) - BASE RATE LOANS.
(ii) - EURODOLLAR LOANS.
(e) - REVOLVING NOTES.
(a) - THE LETTER OF CREDIT COMMITMENT.
(c) - DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.
(d) - REPAYMENT OF PARTICIPATIONS.
(g) - CASH COLLATERAL.
(e) - OBLIGATIONS ABSOLUTE.
(h) - APPLICABILITY OF ISP AND UCP.
(i) - CONFLICT WITH LETTER OF CREDIT APPLICATION.
(f) - ROLE OF ISSUING LENDER.
(a) - SWINGLINE LOANS.
(b) - METHOD OF BORROWING AND FUNDING SWINGLINE LOANS.
(c) - REPAYMENT AND PARTICIPATIONS OF SWINGLINE LOANS.
(e) - SWINGLINE NOTE.
3.1 - DEFAULT RATE.
3.2 - EXTENSION AND CONVERSION.
(a) - VOLUNTARY PREPAYMENTS.
(b) - MANDATORY PREPAYMENTS.
(a) - VOLUNTARY REDUCTIONS.
(b) - MANDATORY TERMINATION.
(i) - STANDBY LETTER OF CREDIT ISSUANCE FEE.
(c) - INCREASE OF REVOLVING COMMITTED AMOUNT.
(a) - UNUSED FEE.
(ii) - TRADE LETTER OF CREDIT DRAWING FEE.
(iii) - ISSUING LENDER FEES.
3.6 - CAPITAL ADEQUACY.
3.7 - LIMITATION ON EURODOLLAR LOANS.
3.8 - ILLEGALITY.
3.9 - REQUIREMENTS OF LAW.
3.10 - TREATMENT OF AFFECTED LOANS.
3.11 - TAXES.
3.12 - COMPENSATION.
3.13 - PRO RATA TREATMENT.
(a) - LOANS.
(b) - ADVANCES.
(ii) - PAYMENTS BY BORROWER; PRESUMPTIONS BY ADMINISTRATIVE AGENT.
3.16 - EVIDENCE OF DEBT.
3.14 - SHARING OF PAYMENTS.
3.15 - PAYMENTS, COMPUTATIONS; RETROACTIVE ADJUSTMENTS OF APPLICABLE RATE.
(b) - ALLOCATION OF PAYMENTS AFTER ACCELERATION.
4.1 - THE GUARANTY.
4.2 - OBLIGATIONS UNCONDITIONAL.
4.3 - REINSTATEMENT.
4.4 - CERTAIN ADDITIONAL WAIVERS.
4.5 - REMEDIES.
4.7 - GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.
5.1 - CLOSING CONDITIONS.
(a) - EXECUTED CREDIT DOCUMENTS.
(b) - CORPORATE DOCUMENTS.
(i) - CHARTER DOCUMENTS.
4.6 - RIGHTS OF CONTRIBUTION.
(ii) - BYLAWS.
(iii) - RESOLUTIONS.
(iv) - GOOD STANDING.
(v) - INCUMBENCY.
(c) - FINANCIAL STATEMENTS.
(d) - OPINIONS OF COUNSEL.
(e) - MATERIAL ADVERSE EFFECT.
(f) - LITIGATION.
(g) - OFFICERS CERTIFICATES.
(h) - FEES AND EXPENSES.
5.2 - CONDITIONS TO ALL EXTENSIONS OF CREDIT.
SECTION 6 - REPRESENTATIONS AND WARRANTIES
6.1 - FINANCIAL CONDITION.
6.2 - NO MATERIAL CHANGE.
6.3 - ORGANIZATION AND GOOD STANDING; COMPLIANCE WITH LAW.
6.4 - POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.
6.5 - NO CONFLICTS.
6.6 - OWNERSHIP.
6.8 - LITIGATION.
6.9 - TAXES.
6.10 - COMPLIANCE WITH LAW.
6.11 - ERISA.
6.12 - SUBSIDIARIES.
6.13 - GOVERNMENTAL REGULATIONS, ETC.
6.14 - PURPOSE OF LOANS AND LETTERS OF CREDIT.
6.15 - ENVIRONMENTAL MATTERS.
6.16 - INTELLECTUAL PROPERTY.
6.17 - SOLVENCY.
6.18 - INVESTMENTS.
6.19 - DISCLOSURE.
6.20 - NO BURDENSOME RESTRICTIONS.
6.21 - BROKERS FEES.
6.22 - LABOR MATTERS.
SECTION 7 - AFFIRMATIVE COVENANTS
7.1 - FINANCIAL STATEMENTS.
(a) - ANNUAL FINANCIAL STATEMENTS.
(b) - QUARTERLY FINANCIAL STATEMENTS.
(c) - OFFICERS CERTIFICATE.
(d) - ACCOUNTANTS CERTIFICATE.
(e) - AUDITORS REPORTS.
(f) - REPORTS.
(g) - NOTICES.
7.7 - MAINTENANCE OF PROPERTY.
(h) - ERISA.
7.5 - PAYMENT OF TAXES AND OTHER INDEBTEDNESS.
7.6 - INSURANCE.
(i) - OTHER INFORMATION.
7.2 - PRESERVATION OF EXISTENCE AND FRANCHISES.
7.3 - BOOKS AND RECORDS.
7.4 - COMPLIANCE WITH LAW.
7.8 - PERFORMANCE OF OBLIGATIONS.
7.9 - USE OF PROCEEDS.
7.10 - AUDITS/INSPECTIONS.
(a) - FIXED CHARGE COVERAGE RATIO.
(b) - LEVERAGE RATIO.
7.12 - ADDITIONAL CREDIT PARTIES.
7.13 - ENVIRONMENTAL LAWS.
SECTION 8 - NEGATIVE COVENANTS
8.1 - INDEBTEDNESS.
8.2 - LIENS.
8.3 - NATURE OF BUSINESS.
8.4 - CONSOLIDATION, MERGER, DISSOLUTION, ETC.
8.5 - ASSET DISPOSITIONS.
8.6 - INVESTMENTS.
8.7 - RESTRICTED PAYMENTS.
8.8 - PREPAYMENTS OF INDEBTEDNESS, ETC.
8.9 - TRANSACTIONS WITH AFFILIATES.
8.10 - FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.
8.11 - LIMITATION ON RESTRICTED ACTIONS.
8.12 - OWNERSHIP OF SUBSIDIARIES.
8.13 - SALE LEASEBACKS.
8.14 - NO FURTHER NEGATIVE PLEDGES.
9.1 - EVENTS OF DEFAULT.
(a) - PAYMENT.
(b) - REPRESENTATIONS.
(c) - COVENANTS.
(d) - OTHER CREDIT DOCUMENTS.
(e) - GUARANTIES.
(f) - BANKRUPTCY, ETC.
(g) - DEFAULTS UNDER OTHER AGREEMENTS.
(h) - JUDGMENTS.
(i) - ERISA.
(j) - INVALIDITY OF CREDIT DOCUMENTS.
(k) - OWNERSHIP.
9.2 - ACCELERATION; REMEDIES.
(a) - TERMINATION OF COMMITMENTS.
(b) - ACCELERATION.
(c) - CASH COLLATERAL.
(d) - ENFORCEMENT OF RIGHTS.
10.1 - APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.
10.2 - RIGHTS AS A LENDER.
10.3 - DELEGATION OF DUTIES.
10.4 - EXCULPATORY PROVISIONS.
10.5 - RELIANCE BY ADMINISTRATIVE AGENT.
10.7 - NON-RELIANCE BY ADMINISTRATIVE AGENT AND OTHER LENDERS.
10.8 - NO OTHER DUTIES, ETC.
10.6 - RESIGNATION OF ADMINISTRATIVE AGENT.
10.9 - ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.
10.10 - GUARANTY MATTERS.
(a) - NOTICES GENERALLY.
(b) - ELECTRONIC COMMUNICATIONS.
(c) - EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES.
(d) - RELIANCE BY ADMINISTRATIVE AGENT, ISSUING LENDER AND LENDERS.
(e) - THE PLATFORM.
(f) - CHANGE OF ADDRESS, ETC.
11.2 - RIGHT OF SET-OFF.
(a) - SUCCESSORS AND ASSIGNS GENERALLY.
(b) - ASSIGNMENTS BY LENDERS.
(i) - MINIMUM AMOUNTS.
(ii) - PROPORTIONATE AMOUNTS.
(iii) - REQUIRED CONSENTS.
(iv) - ASSIGNMENT AND ASSUMPTION.
(v) - NO ASSIGNMENT TO BORROWER.
(vi) - NO ASSIGNMENT TO NATURAL PERSONS.
(c) - REGISTER.
(d) - PARTICIPATIONS.
(e) - LIMITATIONS UPON PARTICIPANT RIGHTS.
(f) - CERTAIN PLEDGES.
(g) - ELECTRONIC EXECUTION OF ASSIGNMENTS.
(h) - RESIGNATION AS ISSUING LENDER OR SWINGLINE LENDER AFTER ASSIGNMENT.
11.4 - NO WAIVER; REMEDIES CUMULATIVE.
(c) - REIMBURSEMENT BY LENDERS.
(d) - PAYMENTS.
11.5 - EXPENSES; INDEMNITY; DAMAGE WAIVER.
11.6 - AMENDMENTS, WAIVERS AND CONSENTS.
11.7 - COUNTERPARTS.
11.8 - HEADINGS.
11.9 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
11.10 - GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.
11.11 - SEVERABILITY.
11.12 - ENTIRETY.
11.13 - BINDING EFFECT; TERMINATION.
11.15 - USE OF SOURCES.
11.14 - TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.
11.16 - CONFLICT.
11.17 - US PATRIOT ACT NOTICE.
11.18 - NO ADVISORY OR FIDUCIARY RESPONSIBILITY.
11.19 - REPLACEMENT OF LENDERS.
1.1 - Assignor.
1.2 - Assignee.
2 - Payments.
3 - General Provisions.