Xerox Corp

(J) - AMENDED & RESTATED CREDIT AGMT

Exhibit 10(j)


                                                                  EXECUTION COPY






                               U.S. $2,000,000,000


                      AMENDED AND RESTATED CREDIT AGREEMENT



                           Dated as of April 30, 2007

                                      Among


                                XEROX CORPORATION
                               as Initial Borrower
                               -- ------- --------

                                       and

                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders
                               -- ------- -------

                                       and

                                 CITIBANK, N.A.
                                    as Agent
                                    -- -----

                                       and

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                           J.P. MORGAN SECURITIES INC.
                  as Joint Lead Arrangers and Joint Bookrunners
                  -- ----- ---- --------- --- ----- -----------





                                TABLE OF CONTENTS
ARTICLE I

         SECTION 1.01.  Certain Defined Terms                                  1

         SECTION 1.02.  Computation of Time Periods                           20

         SECTION 1.03.  Accounting Terms                                      20

ARTICLE II

         SECTION 2.01.  The Advances and Letters of Credit                    20

         SECTION 2.02.  Making the Advances                                   21

         SECTION 2.03.  Issuance of and Drawings and Reimbursement Under
                        Letters of Credit                                     22

         SECTION 2.04.  Fees                                                  24

         SECTION 2.05.  Termination or Reduction of the Commitments           25

         SECTION 2.06.  Repayment of Advances and Letter of Credit Drawings   25

         SECTION 2.07.  Interest on Revolving Credit Advances                 26

         SECTION 2.08.  Interest Rate Determination                           27

         SECTION 2.09.  Optional Conversion of Revolving Credit Advances      28

         SECTION 2.10.  Prepayments of Advances                               29

         SECTION 2.11.  Increased Costs                                       30

         SECTION 2.12.  Illegality                                            31

         SECTION 2.13.  Payments and Computations                             31

         SECTION 2.14.  Taxes                                                 33

         SECTION 2.15.  Sharing of Payments, Etc.                             35

         SECTION 2.16.  Evidence of Debt                                      35

         SECTION 2.17.  Use of Proceeds                                       36

         SECTION 2.18.  Increase in the Aggregate Commitments                 36




         SECTION 2.19.  Extension of Termination Date                         38

ARTICLE III

         SECTION 3.01.  Conditions Precedent to Effectiveness                 40

         SECTION 3.02.  Initial Advance to Each Designated Subsidiary         41

         SECTION 3.03.  Conditions Precedent to Each Borrowing, Issuance,
                        Commitment Increase and Extension Date                42

         SECTION 3.04.  Determinations Under Section 3.01                     43

ARTICLE IV

         SECTION 4.01.  Representations and Warranties of the Company         43

ARTICLE V

         SECTION 5.01.  Affirmative Covenants                                 45

         SECTION 5.02.  Negative Covenants                                    49

         SECTION 5.03.  Financial Covenants                                   53

ARTICLE VI

         SECTION 6.01.  Events of Default                                     53

         SECTION 6.02.  Actions in Respect of the Letters of Credit
                        upon Default                                          56

ARTICLE VII

         SECTION 7.01.  Unconditional Guaranty                                57

         SECTION 7.02.  Guaranty Absolute                                     57

         SECTION 7.03.  Waivers and Acknowledgments                           58

         SECTION 7.04.  Subrogation                                           59

         SECTION 7.05.  Subordination                                         60

         SECTION 7.06.  Continuing Guaranty; Assignments                      61

ARTICLE VIII

                                       ii


         SECTION 8.01.  Authorization and Action                              61

         SECTION 8.02.  Agent's Reliance, Etc.                                61

         SECTION 8.03.  Citibank and Affiliates                               62

         SECTION 8.04.  Lender Credit Decision                                62

         SECTION 8.05.  Indemnification                                       62

         SECTION 8.06.  Successor Agent                                       63

         SECTION 8.07.  Sub-Agent                                             64

         SECTION 8.08.  Other Agents.                                         64

ARTICLE IX

         SECTION 9.01.  Amendments, Etc.                                      64

         SECTION 9.02.  Notices, Etc.                                         64

         SECTION 9.03.  No Waiver; Remedies                                   65

         SECTION 9.04.  Costs and Expenses                                    66

         SECTION 9.05.  Right of Set-off                                      67

         SECTION 9.06.  Binding Effect                                        67

         SECTION 9.07.  Assignments and Participations                        68

         SECTION 9.08.  Confidentiality                                       70

         SECTION 9.09.  Designated Subsidiaries                               71

         SECTION 9.10.  Governing Law                                         72

         SECTION 9.11.  Execution in Counterparts                             72

         SECTION 9.12.  Judgment                                              72

         SECTION 9.13.  Jurisdiction, Etc.                                    73

         SECTION 9.14.  Substitution of Currency                              74

         SECTION 9.15.  No Liability of the Issuing Banks                     74

                                      iii


         SECTION 9.16.  Patriot Act Notice                                    74

         SECTION 9.17.  Power of Attorney                                     74

         SECTION 9.18.  Waiver of Jury Trial                                  75



Schedules
---------

Schedule I - List of Applicable Lending Offices

Schedule 2.01(b) - Existing Letters of Credit

Schedule 5.02(a) - Existing Liens



Exhibits
--------

Exhibit A        -   Form of Note

Exhibit B        -   Form of Notice of Borrowing

Exhibit C        -   Form of Assignment and Acceptance

Exhibit D-1      -   Form of Opinion of Counsel for the Initial Borrower

Exhibit D-2      -   Form of Opinion of General Counsel of the Company

Exhibit D-3      -   Form of Opinion of Counsel for Designated Subsidiary

Exhibit E        -   Form of Commitment Increase Opinion

Exhibit F        -   Form of Designation Agreement


                                       iv


                      AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of April 30, 2007


                  XEROX CORPORATION, a New York corporation (the "Company" or
the "Initial Borrower"), the banks, financial institutions and other
institutional lenders (the "Initial Lenders") and issuers of letters of credit
("Initial Issuing Banks") listed on Schedule I hereto, CITIBANK, N.A.
("Citibank"), as administrative agent (the "Agent") for the Lenders (as
hereinafter defined), and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN
SECURITIES INC., as Joint Lead Arrangers and Bookrunners, agree as follows:

                  PRELIMINARY STATEMENT. The Company, the lenders parties
thereto and Citibank, as administrative agent, are parties to a Credit Agreement
dated as of April 7, 2006 (the "Existing Credit Agreement"). Subject to the
satisfaction of the conditions set forth in Section 3.01, the Company, the
parties hereto and Citibank, as Agent, agree to amend and restate the Existing
Credit Agreement as herein set forth.

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Advance" means an advance by a Lender to any Borrower as part
         of a Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate
         Advance (each of which shall be a "Type" of Advance).

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, Controls, is Controlled by or is under common
         Control with such Person or is a director of such Person.

                  "Agent's Account" means (a) in the case of Advances
         denominated in Dollars, the account of the Agent maintained by the
         Agent at Citibank at its office at Two Penns Way, New Castle, Delaware
         19720, Account No. 36852248, Attention: Bank Loan Syndications, (b) in
         the case of Advances denominated in any Committed Currency, the account
         of the Sub-Agent designated in writing from time to time by the Agent
         to the Company and the Lenders for such purpose and (c) in any such
         case, such other account of the Agent as is designated in writing from
         time to time by the Agent to the Company and the Lenders for such
         purpose.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurocurrency Lending Office in the case
         of a Eurocurrency Rate Advance.



                  "Applicable Margin" means, as of any date, a percentage per
         annum determined by reference to the Public Debt Rating in effect on
         such date as set forth below:

         ------------------------------------- ---------------------------
                  Public Debt Rating
                   S&P/Moody's/Fitch                Applicable Margin
         ------------------------------------- ---------------------------
         Level 1
         A-/A3/A- or better                                0.180%
         ------------------------------------- ---------------------------
         Level 2
         BBB+/Baa1/BBB+                                    0.270%
         ------------------------------------- ---------------------------
         Level 3
         BBB/Baa2/BBB                                      0.350%
         ------------------------------------- ---------------------------
         Level 4
         BBB-/Baa3/BBB-                                    0.425%
         ------------------------------------- ---------------------------
         Level 5
         BB+/Ba1/BB+                                       0.550%
         ------------------------------------- ---------------------------
         Level 6
         BB/Ba2/BB or below                                0.750%
         ------------------------------------- ---------------------------

                  "Applicable Percentage" means, as of any date, a percentage
         per annum determined by reference to the Public Debt Rating in effect
         on such date as set forth below:

         ------------------------------------- ---------------------------
                  Public Debt Rating
                   S&P/Moody's/Fitch              Applicable Percentage
         ------------------------------------- ---------------------------
         Level 1
         A-/A3/A- or better                                0.070%
         ------------------------------------- ---------------------------
         Level 2
         BBB+/Baa1/BBB+                                    0.080%
         ------------------------------------- ---------------------------
         Level 3
         BBB/Baa2/BBB                                      0.100%
         ------------------------------------- ---------------------------
         Level 4
         BBB-/Baa3/BBB-                                    0.125%
         ------------------------------------- ---------------------------
         Level 5
         BB+/Ba1/BB+                                       0.150%
         ------------------------------------- ---------------------------
         Level 6
         BB/Ba2/BB or below                                0.200%
         ------------------------------------- ---------------------------

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of Exhibit C hereto.

                  "Assuming Lender" has the meaning specified in Section
         2.18(d).

                  "Assumption Agreement" has the meaning specified in Section
         2.18(d)(ii).

                                       2


                  "Available Amount" of any Letter of Credit issued by an
         Issuing Bank means, at any time, the maximum amount available to be
         drawn under such Letter of Credit at such time (assuming compliance at
         such time with all conditions to drawing).

                  "Bankruptcy Law" means any proceeding of the type referred to
         in Section 6.01(e) or Title 11, U.S. Code, or any similar foreign,
         federal or state law for the relief of debtors.

                  "Base Rate" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                           (a) the rate of interest announced publicly by
                  Citibank in New York, New York, from time to time, as
                  Citibank's base rate;

                           (b) the sum (adjusted to the nearest 1/4 of 1% or, if
                  there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
                  of (i) 1/2 of 1%, plus (ii) the rate obtained by dividing (A)
                  the latest three-week moving average of secondary market
                  morning offering rates in the United States for three-month
                  certificates of deposit of major United States money market
                  banks, such three-week moving average (adjusted to the basis
                  of a year of 360 days) being determined weekly on each Monday
                  (or, if such day is not a Business Day, on the next succeeding
                  Business Day) for the three-week period ending on the previous
                  Friday by Citibank on the basis of such rates reported by
                  certificate of deposit dealers to and published by the Federal
                  Reserve Bank of New York or, if such publication shall be
                  suspended or terminated, on the basis of quotations for such
                  rates received by Citibank from three New York certificate of
                  deposit dealers of recognized standing selected by Citibank,
                  by (B) a percentage equal to 100% minus the average of the
                  daily percentages specified during such three-week period by
                  the Board of Governors of the Federal Reserve System (or any
                  successor) for determining the maximum reserve requirement
                  (including, but not limited to, any emergency, supplemental or
                  other marginal reserve requirement) for Citibank with respect
                  to liabilities consisting of or including (among other
                  liabilities) three-month U.S. dollar non-personal time
                  deposits in the United States, plus (iii) the average during
                  such three-week period of the annual assessment rates
                  estimated by Citibank for determining the then current annual
                  assessment payable by Citibank to the Federal Deposit
                  Insurance Corporation (or any successor) for insuring U.S.
                  dollar deposits of Citibank in the United States; and

                           (c) 1/2 of 1% above the Federal Funds Rate.

                  "Base Rate Advance" means an Advance denominated in Dollars
         that bears interest as provided in Section 2.07(a)(i).

                  "Borrowers" means, collectively, the Initial Borrower and the
         Designated Subsidiaries from time to time.

                  "Borrowing" means a borrowing consisting of simultaneous
         Advances of the same Type made by each of the Lenders.

                                       3


                  "Borrowing Minimum" means, in respect of Advances denominated
         in Dollars, $10,000,000, in respect of Advances denominated in
         Sterling, (pound)5,000,000, in respect of Advances denominated in Swiss
         Francs, SFr5,000,000, in respect of Advances denominated in Yen,
         (Y)1,000,000,000, in respect of Advances denominated in Canadian
         Dollars, Cdn$5,000,000 and, in respect of Advances denominated in
         Euros, (euro)5,000,000.

                  "Borrowing Multiple" means, , in respect of Advances
         denominated in Dollars, $1,000,000, in respect of Advances denominated
         in Sterling, (pound)1,000,000, in respect of Advances denominated in
         Swiss Francs, SFr1,000,000, in respect of Advances denominated in Yen,
         (Y)100,000,000, in respect of Advances denominated in Canadian Dollars,
         Cdn$1,000,000 and, in respect of Advances denominated in Euros,
         (euro)1,000,000.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City and, if the
         applicable Business Day relates to any Eurocurrency Rate Advances, on
         which dealings are carried on in the London interbank market and banks
         are open for business in London and in the country of issue of the
         currency of such Eurocurrency Rate Advance (or, in the case of an
         Advance denominated in Euro, on which the Trans-European Automated
         Real-Time Gross Settlement Express Transfer (TARGET) System is open).

                  "Citibank" means Citibank, N.A.

                  "Commitment" means a Revolving Credit Commitment or a Letter
         of Credit Commitment.

                  "Commitment Date" has the meaning specified in Section
         2.18(b).

                  "Commitment Increase" has the meaning specified in Section
         2.18(a).

                  "Committed Currencies" means lawful currency of the United
         Kingdom of Great Britain and Northern Ireland, lawful currency of the
         Swiss Confederation, lawful currency of Japan, lawful currency of
         Canada and Euros.

                  "Company Information" has the meaning specified in Section
         9.08.

                  "Consenting Lender" has the meaning specified in Section
         2.19(b).

                  "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

                  "Consolidated EBITDA" means, for any period, net income (or
         net loss) (before discontinued operations) plus the sum of (a)
         Consolidated Interest Expense, (b) income tax expense, (c) depreciation
         expense, (d) amortization expense, and (e) any losses or expenses from
         any unusual, extraordinary or otherwise non-recurring items, including
         but not limited to (i) aggregate foreign exchange losses included in
         "other expense" and (ii) losses from minority interest, and minus (x)
         Consolidated Interest Income and (y) the sum of the amounts for such
         period of any income tax benefits and any income or gains from any
         unusual, extraordinary or otherwise non-recurring items, including but
         not limited to (i) aggregate foreign exchange gains included in "other
         income" and (ii)

                                       4


         income from minority interest; in each case determined on a
         Consolidated basis for the Company and its Subsidiaries and in the case
         of items (a) through (e) and items (x) and (y), to the extent such
         amounts were included in the calculation of net income. For the
         purposes of calculating Consolidated EBITDA for any period, if during
         such period the Company or any Subsidiary shall have made an
         acquisition or a disposition, Consolidated EBITDA for such period shall
         be calculated after giving pro forma effect thereto as if such
         acquisition or disposition, as the case may be, occurred on the first
         day of such period.

                  "Consolidated Interest Expense" means, for any period, for the
         Company and its Subsidiaries on a Consolidated basis, interest expense
         (including equipment financing interest) for such period, determined in
         accordance with GAAP.

                  "Consolidated Interest Income" means, for any period, for the
         Company and its Subsidiaries on a Consolidated basis, interest, fees
         and other income, arising from investments in cash and cash
         equivalents, included in Consolidated net income for such period,
         determined in accordance with GAAP.

                  "Control" means the possession, direct or indirect, of the
         power to direct or cause the direction of the management and policies
         of such Person, whether through the ability to exercise voting power,
         by contract or otherwise. "Controlling" and "Controlled" have meanings
         correlative thereto.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.08 or 2.09.

                  "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than current trade payables incurred in the ordinary course of
         such Person's business), (c) all obligations of such Person evidenced
         by notes, bonds, debentures or other similar instruments, (d) all
         obligations of such Person created or arising under any conditional
         sale or other title retention agreement (other than under any such
         agreement which constitutes or creates an account payable in the
         ordinary course of business) with respect to property acquired by such
         Person (even though the rights and remedies of the seller or lender
         under such agreement in the event of default are limited to
         repossession or sale of such property), (e) all obligations of such
         Person as lessee under leases that have been or should be, in
         accordance with GAAP, recorded as capital leases, (f) all obligations,
         contingent or otherwise, of such Person in respect of bankers'
         acceptances, letters of credit or similar bank guarantees (other than
         bankers' acceptances, letters of credit or similar bank guarantees
         issued in support of trade), (g) all Debt of others referred to in
         clauses (a) through (f) above or clause (h) below (collectively,
         "Guaranteed Debt") guaranteed directly or indirectly in any manner by
         such Person, or in effect guaranteed directly or indirectly by such
         Person through an agreement (1) to pay or purchase such Guaranteed Debt
         or to advance or supply funds for the payment or purchase of such
         Guaranteed Debt, (2) to purchase, sell or lease (as lessee or lessor)
         property, or to purchase or sell services, with the primary intent and
         purpose of such Person being to enable the debtor to make payment of
         such Guaranteed Debt or to

                                       5


         assure the holder of such Guaranteed Debt against loss, (3) to supply
         funds to or in any other manner invest in the debtor (including any
         agreement to pay for property or services irrespective of whether such
         property is received or such services are rendered), with the primary
         intent and purpose of such Person being to enable the debtor to make
         payment of such Guaranteed Debt or to assure the holder of such
         Guaranteed Debt against loss, or (4) where the primary intent and
         purpose of such Person is to otherwise assure a creditor against loss
         (but, in each case, only to the extent so assured or guaranteed), and
         (h) all Debt referred to in clauses (a) through (g) above (including
         Guaranteed Debt) secured by (or for which the holder of such Debt has
         an existing right, contingent or otherwise, to be secured by) any Lien
         on property (including, without limitation, accounts and contract
         rights) owned by such Person, even though such Person has not assumed
         or become liable for the payment of such Debt.

                  "Debt for Borrowed Money" means all items that, in accordance
         with GAAP, would be classified as debt on the Company's Consolidated
         balance sheet, provided, that notwithstanding the treatment thereof
         under GAAP, "Debt for Borrowed Money" shall exclude (without
         duplication) (a) any Trust Preferred Securities and Preferred Stock
         outstanding on the date hereof and (b) any amount shown on such balance
         sheet in respect of any securities issued on or prior to Effective Date
         that are Qualified Equity Securities on such date of determination.

                  "Default" means any Event of Default or any event that, unless
         cured or waived, would constitute an Event of Default but for the
         requirement hereunder that notice be given or time elapse or both.

                  "Designated Subsidiary" means any direct or indirect
         Wholly-Owned Subsidiary of the Company designated for borrowing
         privileges under this Agreement pursuant to Section 9.09.

                  "Designation Agreement" means, with respect to any Designated
         Subsidiary, an agreement substantially in the form of Exhibit E hereto
         signed by such Designated Subsidiary and the Company.

                  "Disclosed Matter" shall mean the existence or occurrence of
         any matter which has been disclosed either in writing by the Company to
         the Agent or the Lenders or in any filing made with the SEC, in each
         case prior to the Effective Date.

                  "Disqualified Equity Securities" means that portion of any
         Equity Interest (other than such Equity Interest that is solely
         redeemable, or at the election of the Company (not subject to any
         condition), may be redeemed, with Qualified Equity Securities) which,
         by its terms (or by the terms of any security into which it is
         convertible or for which it is exchangeable at the option of the holder
         thereof), or upon the happening of any event, matures or is mandatorily
         redeemable, pursuant to a sinking fund obligation or otherwise, or is
         redeemable at the sole option of the holder thereof on or prior to the
         latest Termination Date of any Lender.

                                       6


                  "Dollars" and the "$" sign each means lawful currency of the
         United States of America.

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assumption Agreement
         or the Assignment and Acceptance pursuant to which it became a Lender,
         or such other office of such Lender as such Lender may from time to
         time specify to the Company and the Agent.

                  "Domestic Subsidiary" means a Subsidiary of the Company
         organized under the laws of a jurisdiction inside the United States.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; and (iii) any other Person approved by the Agent, each Issuing
         Bank and, unless an Event of Default has occurred and is continuing at
         the time any assignment is effected in accordance with Section 9.07,
         the Company, such approvals not to be unreasonably withheld or delayed;
         provided, however, that neither the Company nor an Affiliate of the
         Company shall qualify as an Eligible Assignee.

                  "Environmental Action" means any action, suit, demand, demand
         letter, claim, notice of non-compliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement relating in any way to any Environmental
         Law, Environmental Permit or Hazardous Materials or arising from
         alleged injury or threat of injury to environment, including, without
         limitation, (a) by any governmental or regulatory authority for
         enforcement, cleanup, removal, response, remedial or other actions or
         damages and (b) by any governmental or regulatory authority or any
         third party for damages, contribution, indemnification, cost recovery,
         compensation or injunctive relief.

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or judicial interpretation, policy or guidance relating to
         pollution or protection of the environment or natural resources,
         including, without limitation, those relating to the use, handling,
         transportation, treatment, storage, disposal, release or discharge of
         Hazardous Materials.

                  "Environmental Permit" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

                  "Equity Interests" means (a) shares of capital stock,
         partnership interests, membership interests in a limited liability
         company, beneficial interests in a trust or other equity ownership
         interests in a Person or (b) any warrants, options or other rights to
         acquire such shares or interests.

                  "Equivalent" in Dollars of any Committed Currency on any date,
         means the quoted spot rate at which the Sub-Agent's principal office in
         London offers to exchange Dollars for such Committed Currency in London
         prior to 11:00 A.M. (London time) on

                                       7


         such date and (ii) in any Committed Currency of Dollars on any date,
         means the quoted spot rate at which the Sub-Agent's principal office in
         London offers to exchange such Committed Currency for Dollars in London
         prior to 11:00 A.M. (London time) on such date.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the Company's controlled group, or under
         common control with the Company, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with respect to a contributing sponsor, as defined in
         Section 4001(a)(13) of ERISA, of a Plan, and an event described in
         paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
         reasonably expected to occur with respect to such Plan within the
         following 30 days; (b) the application for a minimum funding waiver
         with respect to a Plan; (c) the provision by the administrator of any
         Plan of a notice of intent to terminate such Plan pursuant to Section
         4041(a)(2) of ERISA (including any such notice with respect to a plan
         amendment referred to in Section 4041(e) of ERISA); (d) the cessation
         of operations at a facility of the Company or any ERISA Affiliate in
         the circumstances described in Section 4062(e) of ERISA; (e) the
         withdrawal by the Company or any ERISA Affiliate from a Multiple
         Employer Plan during a plan year for which it was a substantial
         employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions
         for the imposition of a lien under Section 302(f) of ERISA shall have
         been met with respect to any Plan; (g) the adoption of an amendment to
         a Plan requiring the provision of security to such Plan pursuant to
         Section 307 of ERISA; or (h) the institution by the PBGC of proceedings
         to terminate a Plan pursuant to Section 4042 of ERISA, or the
         occurrence of any event or condition described in Section 4042 of ERISA
         that constitutes grounds for the termination of, or the appointment of
         a trustee to administer, a Plan.

                  "Euro" means the lawful currency of the European Union as
         constituted by the Treaty of Rome which established the European
         Community, as such treaty may be amended from time to time and as
         referred to in the EMU legislation.

                  "Eurocurrency Lending Office" means, with respect to any
         Lender, the office of such Lender specified as its "Eurocurrency
         Lending Office" opposite its name on Schedule I hereto or in the
         Assumption Agreement or the Assignment and Acceptance pursuant to which
         it became a Lender (or, if no such office is specified, its Domestic
         Lending Office), or such other office of such Lender as such Lender may
         from time to time specify to the Company and the Agent.

                                       8


                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurocurrency Rate" means, for any Interest Period for each
         Eurocurrency Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the rate per annum (rounded upward to the nearest whole
         multiple of 1/100 of 1% per annum) appearing on Reuters Screen LIBOR01
         Page (or any successor page) as the London interbank offered rate for
         deposits in Dollars or the applicable Committed Currency at
         approximately 11:00 A.M. (London time) two Business Days prior to the
         first day of such Interest Period for a term comparable to such
         Interest Period or, if for any reason such rate is not available, the
         average (rounded upward to the nearest whole multiple of 1/100 of 1%
         per annum, if such average is not such a multiple) of the rate per
         annum at which deposits in Dollars or the applicable Committed Currency
         is offered by the principal office of each of the Reference Banks in
         London, England to prime banks in the London interbank market at 11:00
         A.M. (London time) two Business Days before the first day of such
         Interest Period in an amount substantially equal to such Reference
         Bank's Eurocurrency Rate Advance comprising part of such Borrowing to
         be outstanding during such Interest Period and for a period equal to
         such Interest Period, by (b) a percentage equal to 100% minus the
         Eurocurrency Rate Reserve Percentage for such Interest Period. If the
         Reuters Screen LIBOR01 Page (or any successor page) is unavailable, the
         Eurocurrency Rate for any Interest Period for each Eurocurrency Rate
         Advance comprising part of the same Borrowing shall be determined by
         the Agent on the basis of applicable rates furnished to and received by
         the Agent from the Reference Banks two Business Days before the first
         day of such Interest Period, subject, however, to the provisions of
         Section 2.08.

                  "Eurocurrency Rate Advance" means an Advance denominated in
         Dollars or a Committed Currency that bears interest as provided in
         Section 2.07(a)(ii).

                  "Eurocurrency Rate Reserve Percentage" for any Interest Period
         for all Eurocurrency Rate Advances comprising part of the same
         Borrowing means the reserve percentage applicable two Business Days
         before the first day of such Interest Period under regulations issued
         from time to time by the Board of Governors of the Federal Reserve
         System (or any successor) for determining the maximum reserve
         requirement (including, without limitation, any emergency, supplemental
         or other marginal reserve requirement) for a member bank of the Federal
         Reserve System in New York City with respect to liabilities or assets
         consisting of or including Eurocurrency Liabilities (or with respect to
         any other category of liabilities that includes deposits by reference
         to which the interest rate on Eurocurrency Rate Advances is determined)
         having a term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Excluded Taxes" means, with respect to any Lender and the
         Agent, or any other recipient of a payment made by or on account of any
         obligation of any Borrower hereunder, (a) income or franchise taxes
         imposed on (or measured by) its net income or net profits (however
         denominated), or taxes imposed in lieu of such income or franchise

                                       9


         taxes, by the United States, or by the jurisdiction under the laws of
         which such Lender, such Lender's Applicable Lending Office or the Agent
         (as the case may be) is organized or any political subdivision thereof,
         (b) any branch profits taxes imposed by the United States or any
         similar tax or capital tax imposed by any other jurisdiction described
         in clause (a), and (c) in the case of a Lender organized under the laws
         of a jurisdiction outside the United States, any withholding tax
         imposed on any such payment by the United States to the extent that it
         is determined on the basis of laws in effect and tax rates applicable
         to such Lender at the time such Lender becomes a party to this
         Agreement (or designates a new Applicable Lending Office) or is
         attributable to such Lender's failure to comply with Section 2.14(e),
         except to the extent that such Lender, or its assignor, if any, was
         entitled, at the time of designation of a new Applicable Lending Office
         or assignment, as applicable, to receive additional amounts from any
         Borrower with respect to such withholding tax pursuant to Section
         2.14(a) (it being understood and agreed, for the avoidance of doubt,
         that any withholding tax imposed on such a Lender as a result of a
         change in law or regulation or interpretation thereof occurring after
         the time such Lender became a party to this Agreement shall not be an
         Excluded Tax).

                  "Existing Credit Agreement" has the meaning specified in the
         Preliminary Statement.

                  "Extension Date" has the meaning specified in Section 2.19(b).

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three Federal funds brokers of
         recognized standing selected by it.

                  "Finance SPE" means (a) any Receivables SPE and (b) any
         Subsidiary that (i) is a special purpose financing vehicle, (ii) was
         created solely for the purpose of facilitating the incurrences of Debt
         or issuances of Equity Interests by the Company or any Subsidiary,
         (iii) has no business other than the facilitation of such incurrence or
         issuance and activities incidental thereto and (iv) is capitalized with
         an amount not materially more than the cash proceeds received by such
         Finance SPE from such transaction, provided that such transaction does
         not constitute or create indebtedness secured by a Lien that is
         prohibited by Section 5.02(a).

                  "Financial Officer" means the chief financial officer or
         treasurer of the Company.

                  "Fiscal Quarter" means a fiscal quarter of the Company.

                  "Fitch" means Fitch, Inc.

                  "Foreign Subsidiary" means a Subsidiary organized under the
         laws of a jurisdiction outside the United States.

                                       10


                  "Fuji Xerox" means Fuji Xerox Co., Limited.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Guaranteed Obligations" has the meaning specified in Section
         7.01.

                  "Guarantor" means any Domestic Subsidiary that has or is
         required to execute and deliver the guaranty described in Section
         5.01(j) hereof.

                  "Guaranty" means the guaranty by the Company pursuant to
         Article VII hereof.

                  "Hazardous Materials" means (a) petroleum and petroleum
         products, byproducts or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas
         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any applicable Environmental Law.

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

                  "Increase Date" has the meaning specified in Section 2.18(a).

                  "Increasing Lender" has the meaning specified in Section
         2.18(b).

                  "Indemnified Taxes" shall mean Taxes other than Excluded
         Taxes.

                  "Information Memorandum" means the information memorandum
         dated April 6, 2007 used by the Agent in connection with the
         syndication of the Commitments.

                  "Interest Period" means, for each Eurocurrency Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurocurrency Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurocurrency Rate Advance and ending on
         the last day of the period selected by the Borrower requesting such
         Borrowing pursuant to the provisions below and, thereafter, each
         subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by such Borrower pursuant to the provisions below. The
         duration of each such Interest Period shall be one, two, three or six
         months, or, subject to clause (c) below, nine or twelve months, as the
         applicable Borrower may, upon notice received by the Agent not later
         than 11:00 A.M. (New York City time) on the third Business Day prior to
         the first day of such Interest Period, select; provided, however, that:

                           (a) the Borrowers may not select any Interest Period
                  that ends after the Termination Date unless, after giving
                  effect to any reduction of the Revolving Credit Commitments on
                  such Termination Date, the aggregate principal amount of Base
                  Rate Advances and of Eurocurrency Rate Advances having
                  Interest

                                       11


                  Periods that end on or prior to such Termination Date shall be
                  at least equal to the aggregate principal amount of Advances
                  due and payable on or prior to such date;

                           (b) Interest Periods commencing on the same date for
                  Eurocurrency Rate Advances comprising part of the same
                  Borrowing shall be of the same duration;

                           (c) the Borrowers shall not be entitled to select an
                  Interest Period having a duration of nine or twelve months
                  unless, by 2:00 P.M. (New York City time) on the third
                  Business Day prior to the first day of such Interest Period,
                  each Lender notifies the Agent that such Lender will be
                  providing funding for such Borrowing with such Interest Period
                  (the failure of any Lender to so respond by such time being
                  deemed for all purposes of this Agreement as an objection by
                  such Lender to the requested duration of such Interest
                  Period); provided that, if any or all of the Lenders object to
                  the requested duration of such Interest Period, the duration
                  of the Interest Period for such Borrowing shall be one, two,
                  three or six months, as specified by the Borrower requesting
                  such Borrowing in the applicable Notice of Borrowing as the
                  desired alternative to an Interest Period of nine or twelve
                  months;

                           (d) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, provided, however, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (e) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "issuance" or "issue" with respect to any Letter of Credit
         means and includes the issuance, amendment, renewal or extension of
         such Letter of Credit.

                  "Issuing Bank" means an Initial Issuing Bank or any Eligible
         Assignee to which a portion of the Letter of Credit Commitment
         hereunder has been assigned pursuant to Section 9.07 or any other
         Lender that agrees with the Company that it shall be an Issuing Bank so
         long as such Eligible Assignee or Lender expressly agrees to perform in
         accordance with their terms all of the obligations that by the terms of
         this Agreement are required to be performed by it as an Issuing Bank
         and notifies the Agent of its Letter of Credit Commitment, for so long
         as such Initial Issuing Bank, Eligible Assignee or Lender, as the case
         may be, shall have a Letter of Credit Commitment.

                                       12


                  "L/C Cash Deposit Account" means an interest bearing cash
         deposit account to be established and maintained by the Agent, over
         which the Agent shall have sole dominion and control, upon terms as may
         be satisfactory to the Agent.

                  "L/C Related Documents" has the meaning specified in Section
         2.06(b)(i).

                  "Lenders" means each Initial Lender, each Issuing Bank, each
         Assuming Lender that shall become a party hereto pursuant to Section
         2.18 and each Person that shall become a party hereto pursuant to
         Section 9.07.

                  "Letter of Credit" has the meaning specified in Section
         2.01(b).

                  "Letter of Credit Agreement" has the meaning specified in
         Section 2.03(a).

                  "Letter of Credit Commitment" means, with respect to each
         Issuing Bank, the obligation of such Issuing Bank to issue Letters of
         Credit for the account of the Borrowers and their specified
         Subsidiaries in (a) the Dollar amount set forth opposite the Issuing
         Bank's name on Schedule I hereto under the caption "Letter of Credit
         Commitment" or (b) if such Issuing Bank has entered into one or more
         Assignment and Acceptances, the Dollar amount set forth for such
         Issuing Bank in the Register maintained by the Agent pursuant to
         Section 9.07(d) as such Issuing Bank's "Letter of Credit Commitment",
         in each case as such amount may be reduced prior to such time pursuant
         to Section 2.05.

                  "Letter of Credit Facility" means, at any time, an amount
         equal to the least of (a) the aggregate amount of the Issuing Banks'
         Letter of Credit Commitments at such time, (b) $300,000,000 and (c) the
         aggregate amount of the Revolving Credit Commitments, as such amount
         may be reduced at or prior to such time pursuant to Section 2.05.

                  "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement, right of way or other encumbrance
         on title to real property, it being understood that a license or
         assignment of intellectual property not securing Debt, a lease or
         sublease of assets to another Person or the filing of a precautionary
         financing statement (or similar filing) in connection with an operating
         lease or consignment does not constitute a "Lien".

                  "Material Adverse Change" means any material adverse change in
         the business, assets, operations or condition (financial or otherwise)
         of the Company and its Subsidiaries taken as a whole.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, assets, operations or condition (financial or
         otherwise) of the Company and its Subsidiaries taken as a whole, (b)
         the rights and remedies of the Agent or any Lender under this Agreement
         or any Note or (c) the ability of any Borrower to perform its monetary
         obligations under this Agreement or any Note.

                                       13


                  "Material Subsidiary" means any Wholly-Owned Subsidiary of the
         Company that as of the end of the most recently completed Fiscal
         Quarter had Consolidated net worth of $100,000,000 or more, provided,
         however, that any change in a Person's status as a Material Subsidiary
         shall become effective as of the date of delivery of the financial
         statements for such Fiscal Quarter (or, in the case of the last Fiscal
         Quarter of a Fiscal Year, such Fiscal Year) pursuant to Section
         5.01(i).

                  "Moody's" means Moody's Investors Service, Inc.

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

                  "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Company or any ERISA Affiliate and at least one Person
         other than the Company and the ERISA Affiliates or (b) was so
         maintained and in respect of which the Company or any ERISA Affiliate
         could have liability under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "Non-Consenting Lender" has the meaning specified in Section
         2.19(b).

                  "Note" means a promissory note of any Borrower payable to the
         order of any Lender, delivered pursuant to a request made under Section
         2.16 in substantially the form of Exhibit A hereto, evidencing the
         aggregate indebtedness of such Borrower to such Lender resulting from
         the Advances made by such Lender to such Borrower.

                  "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                  "Notice of Issuance" has the meaning specified in Section
         2.03(a).

                  "PARC" means Palo Alto Research Center, Incorporated, a
         Delaware corporation.

                  "Patriot Act" means the Uniting and Strengthening America by
         Providing Appropriate Tools Required to Intercept and Obstruct
         Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26,
         2001.

                  "Payment Office" means, for any Committed Currency, such
         office of Citibank as shall be from time to time selected by the Agent
         and notified by the Agent to the Company and the Lenders.

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "Permitted Liens" means: (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b) hereof; (b) Liens imposed by law, such as
         warehouseman's, landlord's, materialmen's, mechanics', carriers',
         workmen's and repairmen's Liens and other similar Liens arising in the

                                       14


         ordinary course of business; (c) pledges or deposits and other Liens
         arising or otherwise to secure obligations under workers' compensation,
         unemployment insurance and other social security laws or regulations or
         similar legislation or to secure public or statutory obligations or to
         secure payments of workers' compensation or unemployment insurance; (d)
         easements, rights of way and other encumbrances on title to real
         property that do not materially adversely affect the use of such
         property for its present purposes; (e) deposits or other Liens to
         secure the performance of bids, contracts (other than for Debt),
         leases, statutory obligations, performance bonds and other obligations
         of a like nature incurred in the ordinary course of business, or to
         secure surety and appeal bonds and other obligations of a like nature;
         (f) liens arising from judgments not otherwise constituting an Event of
         Default; (g) security given in the ordinary course of business
         consistent with past practice to any public utility or governmental
         authority in connection with the operation of the business, other than
         security for borrowed money; and (h) deposits securing letters of
         credit or similar instruments issued in support of any obligation
         referred to in clauses (a) through (g) above.

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity, or a government or any political subdivision or agency
         thereof.

                  "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "Post-Petition Interest" has the meaning specified in Section
         7.05.

                  "Preferred Stock" of any Person shall mean capital stock or
         other ownership interests of or in such Person of any class or classes
         (however designated) that ranks prior, as to the payment of dividends
         and/or as to the distribution of assets upon any voluntary or
         involuntary liquidation, dissolution or winding up of such Person, to
         shares of capital stock or other ownership interests of or in any other
         class of such person.

                  "Public Debt Rating" means, as of any date, the rating that
         has been most recently announced by either S&P, Moody's or Fitch, as
         the case may be, for any class of non-credit enhanced long-term senior
         unsecured debt issued by the Company or, if any such rating agency
         shall have issued more than one such rating, the lowest such rating
         issued by such rating agency. For purposes of the foregoing, (a) if
         only one of S&P, Moody's and Fitch shall have in effect a Public Debt
         Rating, the Applicable Margin and the Applicable Percentage shall be
         determined by reference to the available rating; (b) if none of S&P,
         Moody's or Fitch shall have in effect a Public Debt Rating, the
         Applicable Margin and the Applicable Percentage will be set in
         accordance with Level 6 under the definition of "Applicable Margin" or
         "Applicable Percentage", as the case may be; (c) if only two of S&P,
         Moody's and Fitch shall have in effect a Public Debt Rating, the
         Applicable Margin and the Applicable Percentage shall be determined by
         reference to the higher rating unless there is a split in such ratings
         of more than one level, in which case the level that is one level
         higher than the of the lower such ratings shall apply, (d) if all three
         have established ratings and the ratings established by S&P, Moody's
         and Fitch shall fall within two different levels, the Applicable Margin
         and the Applicable

                                       15


         Percentage shall be based upon the rating assigned by two of such
         agencies, or if the ratings established by S&P, Moody's and Fitch shall
         fall within three different levels, the Applicable Margin and the
         Applicable Percentage shall be based upon the middle rating; (e) if any
         rating established by S&P, Moody's or Fitch shall be changed (other
         than as a result of a change in the basis of such rating or the rating
         system of such agency), such change shall be effective as of the date
         on which such change is first announced publicly by the rating agency
         making such change and ending on the date immediately preceding the
         effective date of the next such change; and (f) if S&P, Moody's or
         Fitch shall change the basis or system on which ratings are
         established, each reference to the Public Debt Rating announced by S&P,
         Moody's or Fitch, as the case may be, shall refer to the then
         equivalent rating by S&P, Moody's or Fitch, as the case may be or, if
         there is no equivalent or such change would otherwise result in a
         change in the Applicable Margin or Applicable Percentage, the Company
         and the Lenders shall negotiate in good faith to amend this definition
         or the definitions of "Applicable Margin" or "Applicable Percentage" to
         reflect such changed rating system or ratings basis and, pending the
         effectiveness of any such amendment, the Applicable Margin and the
         Applicable Percentage shall be determined by reference to the ratings
         of the other rating agencies (or, if the circumstances referred to in
         this clause (f) shall affect all such agencies, the ratings most
         recently in effect prior to such changes).

                  "Qualified Equity Securities" means any Equity Interest that
         is not Disqualified Equity Securities.

                  "Qualified Receivables Transaction" means any transaction or
         arrangement or series of transactions or arrangements entered into by
         the Company or any of its Subsidiaries in order to monetize or
         otherwise finance, or as a result of which it may receive earlier than
         otherwise due amounts that will become receivable or be earned in the
         future in respect of, a discrete pool (which may be fixed or revolving)
         of Receivables, leases or other financial assets including financing
         contracts and any transaction or arrangement that is not a sale or
         transfer but pursuant to and by virtue of which a Person succeeds to,
         and becomes entitled to, the rights under or in respect of such
         Receivables, leases or other financial assets (in each case whether now
         existing or arising in the future), and which may include a Lien on (a)
         Receivables, (b) deposit or other accounts (and the funds or
         investments from time to time credited thereto) established in
         connection with a Qualified Receivables Transaction to secure
         obligations of the Company or any Subsidiary arising in connection with
         or otherwise related to such transaction, (c) any promissory note
         issued by the Company or any Subsidiary evidencing the repayment of
         amounts directly or indirectly distributed to the Company or any
         Subsidiary from any such accounts and (d) any assets of or Equity
         Interests in each and any Receivables SPE used to facilitate such
         transaction, provided that such transaction or arrangement does not
         constitute or create indebtedness secured by a Lien that is prohibited
         by Section 5.02(a).

                  "Ratable Share" of any amount means, with respect to any
         Lender at any time, the product of such amount times a fraction the
         numerator of which is the amount of such Lender's Revolving Credit
         Commitment at such time (or, if the Revolving Credit Commitments shall
         have been terminated pursuant to Section 2.05 or 6.01, such Lender's

                                       16


         Revolving Credit Commitment as in effect immediately prior to such
         termination) and the denominator of which is the aggregate amount of
         all Revolving Credit Commitments at such time (or, if the Revolving
         Credit Commitments shall have been terminated pursuant to Section 2.05
         or 6.01, the aggregate amount of all Revolving Credit Commitments as in
         effect immediately prior to such termination).

                  "Receivables" means "accounts" (as such term is defined in the
         Uniform Commercial Code as in effect from time to time in the State of
         New York (or, if by reason of mandatory provisions of law, the Uniform
         Commercial Code as in effect in a jurisdiction other than New York) or
         the Personal Property Security Act in effect in each of the provinces
         or territories in Canada (other than Quebec) to the extent applicable),
         including the proceeds of inventory to the extent it also constitutes
         an account), "claims" as such term is defined in the Civil Code of
         Quebec to the extent applicable, book debts and any other existing or
         hereafter arising accounts receivable, lease receivables, finance
         receivables, service receivables and supply receivables and any
         property or assets (including equipment, inventory, software, leases
         and servicing contracts) related thereto.

                  "Receivables SPE" means a Subsidiary that is a special purpose
         entity that (a) borrows against Receivables or purchases, leases or
         otherwise acquires Receivables or sells, disposes, assigns, leases,
         conveys or otherwise transfers Receivables to one or more third party
         purchasers or another Receivables SPE in connection with a Qualified
         Receivables Transaction or (b) engages in other activities that are
         necessary or desirable to effectuate the activities described in the
         definitions of Qualified Receivables Transaction or Third-Party Vendor
         Financing Program, or (c) is established or then used solely for the
         purpose of, and has no business other than, owning a Receivables SPE,
         servicing Receivables owned by a Receivables SPE, owning or holding
         title to the property or assets giving rise to such Receivables or any
         activities incidental thereto (including those described in the
         definitions of Qualified Receivables Transaction or Third-Party Vendor
         Financing Program).

                  "Reference Banks" means Citibank, JPMorgan Chase Bank, N.A.
         and Bank of America, N.A.

                  "Register" has the meaning specified in Section 9.07(d).

                  "Required Lenders" means at any time Lenders owed at least a
         majority in interest of the then aggregate unpaid principal amount
         (based on the Equivalent in Dollars at such time) of the Advances owing
         to Lenders, or, if no such principal amount is then outstanding,
         Lenders having at least a majority in interest of the Revolving Credit
         Commitments.

                  "Revolving Credit Commitment" means as to any Lender (a) the
         Dollar amount set forth opposite such Lender's name on Schedule I
         hereto as such Lender's "Revolving Credit Commitment", (b) if such
         Lender has become a Lender hereunder pursuant to an Assumption
         Agreement, the Dollar amount set forth in such Assumption Agreement or
         (c) if such Lender has entered into an Assignment and Acceptance, the
         Dollar amount set forth for such Lender in the Register maintained by
         the Agent pursuant to

                                       17


         Section 9.07(d), as such amount may be reduced pursuant to Section 2.05
         or increased pursuant to Section 2.18. As of the Effective Date, the
         aggregate amount of the Revolving Credit Commitments is $2,000,000,000.

                  "Responsible Officers" means the chief executive officer, any
         Financial Officer, the controller and the general counsel of the
         Company.

                  "S&P" means Standard & Poor's, a division of The McGraw-Hill
         Companies, Inc.

                  "SEC" means Securities and Exchange Commission.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Company or any ERISA Affiliate and no Person other
         than the Company and the ERISA Affiliates or (b) was so maintained and
         in respect of which the Company or any ERISA Affiliate could have
         liability under Section 4069 of ERISA in the event such plan has been
         or were to be terminated.

                  "Sub-Agent" means Citibank International plc.

                  "Subordinated Obligations" has the meaning specified in
         Section 7.05.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, or other business entity of
         which (or in which) (a) more than 50% of the issued and outstanding
         capital stock, securities or other ownership interests having ordinary
         voting power or (b) in the case of a partnership, more than 50% of the
         partnership interests, are, in each case, at the time directly or
         indirectly owned or Controlled by such Person, by such Person and one
         or more of its other Subsidiaries or by one or more of such Person's
         other Subsidiaries.

                  "Taxes" means any and all present or future taxes, levies,
         imposts, deductions, charges or withholdings, and all liabilities with
         respect thereto.

                  "Termination Date" means the earlier of (a) April 30, 2012 or,
         as to any Lender for which the Termination Date is extended pursuant to
         Section 2.19, the date to which the Termination Date is so extended,
         and (b) the date of termination in whole of the Commitments pursuant to
         Section 2.05 or 6.01; provided, however, that the Termination Date of
         any Lender that is a Non-Consenting Lender to any requested extension
         pursuant to Section 2.19 shall be the Termination Date in effect
         immediately prior to the applicable Extension Date for all purposes of
         this Agreement.

                  "Third-Party Vendor Financing Program" means each and any
         arrangement by the Company or any Subsidiary of third-party vendor
         financing directly or indirectly for customers of the Company and its
         Subsidiaries, including (a) the sale of a financing business, (b)
         sales, dispositions, assignments, leases, licenses, conveyances or
         other transfers of all or any portion of the business of, and assets
         relating to the business of, providing billing, collection and other
         services in respect of finance, lease and other

                                       18


         Receivables, (c) Qualified Receivables Transactions and (d) other
         arrangements for the indirect financing of Receivables wherein a
         third-party financier makes loans to Subsidiaries that are Finance SPEs
         in respect of Receivables generated by the Company and its
         Subsidiaries, whether generated prior to or during such arrangements
         and whether the relevant transaction is treated as on or off the
         Company's consolidated balance sheet (including the Program Agreement
         dated as of October 21, 2002 between General Electric Capital
         Corporation, the Company, Xerox Lease Funding, LLC and Xerox Lease
         Equipment LLC as thereafter amended, modified or supplemented from time
         to time and any other Qualified Receivables Transactions and similar
         arrangements for indirect financings of Receivables between the Company
         or any Subsidiary and General Electric Capital Corporation or any of
         its Affiliates).

                  "Trust Preferred Securities" means the $650.0 million
         aggregate liquidation amount of 8% Capital Securities of Xerox Capital
         Trust I and any other similar preferred securities issued by the
         Company and any of its Subsidiaries after the date hereof.

                  "Unissued Letter of Credit Commitment" means, with respect to
         any Issuing Bank, the obligation of such Issuing Bank to issue Letters
         of Credit for the account of the Borrower or its specified Subsidiaries
         in an amount equal to the excess of (a) the amount of its Letter of
         Credit Commitment over (b) the aggregate Available Amount of all
         Letters of Credit issued by such Issuing Bank.

                  "Unused Commitment" means, with respect to each Lender at any
         time, (a) such Lender's Revolving Credit Commitment at such time minus
         (b) the sum of (i) the aggregate principal amount of all Advances made
         by such Lender (in its capacity as a Lender) and outstanding at such
         time, plus (ii) such Lender's Ratable Share of (A) the aggregate
         Available Amount of all the Letters of Credit outstanding at such time
         and (B) the aggregate principal amount of all Advances made by each
         Issuing Bank pursuant to Section 2.03(c) that have not been ratably
         funded by such Lender and outstanding at such time.

                  "Utilization Fee" means, as of any date on which the aggregate
         principal amount of the Advances plus the Available Amount of Letters
         of Credit outstanding exceed 50% of the aggregate Commitments, 0.10%
         per annum.

                  "Voting Stock" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  "Wholly-Owned Subsidiary" means, at any time, any Subsidiary
         of the Company in which more than 80% (90% in the case of PARC) of the
         Equity is at such time directly or indirectly owned by the Company,
         provided, however, that "Wholly-Owned Subsidiary" shall not include any
         Finance SPE.

                                       19


                  SECTION 1.02. Computation of Time Periods. In this Agreement
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 words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles as in effect in the United States from time to
time ("GAAP"), provided that (a) if there is any change in GAAP from such
principles applied in the preparation of the audited financial statements
referred to in Section 4.01(e) ("Initial GAAP"), that is material in respect of
the calculation of compliance with the covenants set forth in Section 5.03, the
Company shall give prompt notice of such change to the Agent and the Lenders,
(b) if the Company notifies the Agent that the Company requests an amendment of
any provision hereof to eliminate the effect of any change in GAAP (or the
application thereof) from Initial GAAP (or if the Agent or the Required Lenders
request an amendment of any provision hereof for such purpose), regardless of
whether such notice is given before or after such change in GAAP (or the
application thereof), then such provision shall be applied on the basis of
generally accepted accounting principles as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision is amended in accordance herewith.

                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

                  SECTION 2.01. The Advances and Letters of Credit. (a) The
Advances. Each Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Advances to any Borrower from time to time on any Business
Day during the period from the Effective Date until the Termination Date of such
Lender in an amount (based in respect of any Advances to be denominated in a
Committed Currency by reference to the Equivalent thereof in Dollars determined
on the date of delivery of the applicable Notice of Borrowing) not to exceed
such Lender's Unused Commitment. Each Borrowing shall be in an amount not less
than the Borrowing Minimum or the Borrowing Multiple in excess thereof and shall
consist of Advances of the same Type and in the same currency made on the same
day by the Lenders ratably according to their respective Revolving Credit
Commitments. Within the limits of each Lender's Revolving Credit Commitment, any
Borrower may borrow under this Section 2.01(a), prepay pursuant to Section 2.10
and reborrow under this Section 2.01(a).

                  (b) Letters of Credit. Each Issuing Bank agrees, on the terms
and conditions hereinafter set forth, in reliance upon the agreements of the
other Lenders set forth in this Agreement, to issue letters of credit (each, a
"Letter of Credit") denominated in Dollars or a Committed Currency for the
account of any Borrower and its specified Subsidiaries from time to time on any
Business Day during the period from the Effective Date until 30 days before the
Termination Date in an aggregate Available Amount (based in respect of any
Letters of Credit to be denominated in a Committed Currency by reference to the
Equivalent thereof in Dollars determined on the date of delivery of the
applicable Notice of Issuance) (i) for all Letters of Credit issued hereunder
not to exceed at any time the Letter of Credit Facility at such time and (ii)
for all Letters of Credit issued by each Issuing Bank not to exceed at any time
such Issuing Bank's Letter of Credit Commitment at such time and (iii) for each
such Letter of Credit not to

                                       20


exceed an amount equal to the Unused Commitments of the Lenders at such time. No
Letter of Credit shall have an expiration date (including all rights of the
applicable Borrower or the beneficiary to require renewal) later than 10
Business Days before the Termination Date, provided that no Letter of Credit may
expire after the Termination Date of any Non-Consenting Lender if, after giving
effect to such issuance, the aggregate Revolving Credit Commitments of the
Consenting Lenders (including any replacement Lenders) for the period following
such Termination Date would be less than the Available Amount of the Letters of
Credit expiring after such Termination Date. Within the limits referred to
above, the Borrowers may from time to time request the issuance of Letters of
Credit under this Section 2.01(b). Each letter of credit listed on Schedule
2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and
each Lender that is an issuer of such a Letter of Credit shall, for purposes of
Section 2.03, be deemed to be an Issuing Bank for each such letter of credit,
provided than any renewal or replacement of any such letter of credit shall be
issued by an Issuing Bank pursuant to the terms of this Agreement.

                  SECTION 2.02. Making the Advances. (a) Except as otherwise
provided in Section 2.03(c), each Borrowing shall be made on notice, given not
later than (x) 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Borrowing in the case of a Borrowing consisting of
Eurocurrency Rate Advances denominated in Dollars, (y) 4:00 P.M. (London time)
on the third Business Day prior to the date of the proposed Borrowing in the
case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any
Committed Currency, or (z) 11:00 A.M. (New York City time) on the date of the
proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances,
by any Borrower to the Agent (and, in the case of a Borrowing consisting of
Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which shall give
to each Lender prompt notice thereof by telecopier. Each such notice of a
Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately
in writing, or telecopier in substantially the form of Exhibit B hereto,
specifying therein the requested (i) date of such Borrowing, (ii) Type of
Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing,
and (iv) in the case of a Borrowing consisting of Eurocurrency Rate Advances,
initial Interest Period and currency for each such Advance. Each Lender shall,
before 1:00 P.M. (New York City time) on the date of such Borrowing, in the case
of a Borrowing consisting of Advances denominated in Dollars, and before 11:00
A.M. (London time) on the date of such Borrowing, in the case of a Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency,
make available for the account of its Applicable Lending Office to the Agent at
the applicable Agent's Account, in same day funds, such Lender's ratable portion
of such Borrowing. After the Agent's receipt of such funds and upon fulfillment
of the applicable conditions set forth in Article III, the Agent will make such
funds available to the Borrower requesting the Borrowing at the Agent's address
referred to in Section 9.02 or at the applicable Payment Office, as the case may
be.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrowers may not select Eurocurrency Rate Advances for
any Borrowing if the aggregate amount of such Borrowing is less than the
Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate
Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the
Eurocurrency Rate Advances may not be outstanding as part of more than ten
separate Borrowings.

                                       21


                  (c) Each Notice of Borrowing shall be irrevocable and binding
on the Borrower requesting the Borrowing. In the case of any Borrowing that the
related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate
Advances, such Borrower shall indemnify each Lender against any loss (excluding
loss of anticipated profits), cost or expense incurred by such Lender as a
result of any failure to fulfill on or before the date specified in such Notice
of Borrowing for such Borrowing the applicable conditions set forth in Article
III, including, without limitation, any loss (excluding loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Advance to be
made by such Lender as part of such Borrowing when such Advance, as a result of
such failure, is not made on such date.

                  (d) Unless the Agent shall have received notice from a Lender
prior to the time of any Borrowing that such Lender will not make available to
the Agent such Lender's ratable portion of such Borrowing, the Agent may assume
that such Lender has made such portion available to the Agent on the date of
such Borrowing in accordance with subsection (a) of this Section 2.02, and the
Agent may, in reliance upon such assumption, make available to the Borrower
requesting the Borrowing on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available to
the Agent, such Lender and such Borrower severally agree to repay to the Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to such Borrower until
the date such amount is repaid to the Agent, at (i) in the case of such
Borrower, the higher of (A) the interest rate applicable at the time to the
Advances comprising such Borrowing and (B) the cost of funds incurred by the
Agent in respect of such amount and (ii) in the case of such Lender, (A) the
Federal Funds Rate in the case of Advances denominated in Dollars or (B) the
cost of funds incurred by the Agent in respect of such amount in the case of
Advances denominated in Committed Currencies. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Advance as part of such Borrowing for purposes of this Agreement.

                  (e) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

                  SECTION 2.03. Issuance of and Drawings and Reimbursement Under
Letters of Credit. (a) Request for Issuance. (i) Each Letter of Credit shall be
issued upon notice, given not later than 11:00 A.M. (New York City time) on the
fifth Business Day prior to the date of the proposed Issuance of such Letter of
Credit (or on such shorter notice as the applicable Issuing Bank may agree), by
any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent,
prompt notice thereof. Each such notice by a Borrower of Issuance of a Letter of
Credit (a "Notice of Issuance") shall be by telecopier or by telephone,
confirmed immediately in writing, specifying therein the requested (A) date of
such Issuance (which shall be a Business Day), (B) Available Amount of such
Letter of Credit, (C) desired currency for such Letter of Credit, which shall be
Dollars or a Committed Currency, (D) expiration date of such Letter of Credit,
(E) name and address of the beneficiary of such Letter of Credit and (F) form of
such Letter of Credit, such Letter of Credit shall be issued pursuant to such
application and agreement

                                       22


for letter of credit as such Issuing Bank and the applicable Borrower shall
agree for use in connection with such requested Letter of Credit (a "Letter of
Credit Agreement"). If the requested form of such Letter of Credit is acceptable
to such Issuing Bank in its reasonable discretion (it being understood that any
such form shall have only explicit documentary conditions to draw and shall not
include discretionary conditions), and such Issuing Bank has not received
written notice from any Lender, the Agent or the Company, at least one Business
Day prior to the requested date of issuance or amendment of the applicable
Letter of Credit, that one or more applicable conditions contained in Section
3.03 shall not be satisfied, such Issuing Bank will, upon fulfillment of the
applicable conditions set forth in Section 3.03, make such Letter of Credit
available to the applicable Borrower at its office referred to in Section 9.02
or as otherwise agreed with such Borrower in connection with such Issuance. In
the event and to the extent that the provisions of any Letter of Credit
Agreement shall conflict with this Agreement, the provisions of this Agreement
shall govern.

                  (b) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the applicable Issuing Bank or the Lenders,
such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
from such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Ratable Share of the Available Amount of such Letter of Credit. Each
Borrower hereby agrees to each such participation. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Agent, for the account of such Issuing Bank, such Lender's
Ratable Share of each drawing made under a Letter of Credit funded by such
Issuing Bank and not reimbursed by the applicable Borrower on the date made, or
of any reimbursement payment required to be refunded to such Borrower for any
reason, which amount will be advanced, and deemed to be an Advance to such
Borrower hereunder, regardless of the satisfaction of the conditions set forth
in Section 3.03. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender further acknowledges and agrees that its participation
in each Letter of Credit will be automatically adjusted to reflect such Lender's
Ratable Share of the Available Amount of such Letter of Credit at each time such
Lender's Revolving Credit Commitment is amended pursuant to a Commitment
Increase in accordance with Section 2.18, an assignment in accordance with
Section 9.07 or otherwise pursuant to this Agreement.

                  (c) Drawing and Reimbursement. The payment by an Issuing Bank
of a draft drawn under any Letter of Credit which is not reimbursed by the
Borrower that requested such Letter of Credit on the date made shall constitute
for all purposes of this Agreement the making by any such Issuing Bank of an
Advance to such Borrower which, in the case of a Letter of Credit denominated in
Dollars, shall be a Base Rate Advance in the amount of such draft, and, in the
case of a Letter of Credit denominated in a Committed Currency, shall be a Base
Rate Advance in an amount determined by reference to the Equivalent of such
drawn amount in Dollars determined on the date of such drawing, without regard
to whether the making of such an Advance would exceed such Issuing Bank's Unused
Commitment. Each Issuing Bank shall give

                                       23


prompt notice of each drawing under any Letter of Credit issued by it to the
applicable Borrower and the Agent. Upon written demand by such Issuing Bank,
with a copy of such demand to the Agent and the applicable Borrower, each Lender
shall pay to the Agent such Lender's Ratable Share of such outstanding Advance
pursuant to Section 2.03(b). Each Lender acknowledges and agrees that its
obligation to make Advances pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds
to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an
outstanding Advance on (i) the Business Day on which demand therefor is made by
such Issuing Bank, provided that notice of such demand is given not later than
11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business
Day next succeeding such demand if notice of such demand is given after such
time. If and to the extent that any Lender shall not have so made the amount of
such Advance available to the Agent, such Lender agrees to pay to the Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by any such Issuing Bank until the date such amount is
paid to the Agent, at the Federal Funds Rate for its account or the account of
such Issuing Bank, as applicable. If such Lender shall pay to the Agent such
amount for the account of any such Issuing Bank on any Business Day, such amount
so paid in respect of principal shall constitute an Advance made by such Lender
on such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Advance made by such Issuing Bank shall be reduced by
such amount on such Business Day.

                  (d) Letter of Credit Reports. Each Issuing Bank shall furnish
(A) to the Agent and each Lender (with a copy to the Company) on the first
Business Day of each month a written report summarizing Issuance and expiration
dates of Letters of Credit issued by such Issuing Bank during the preceding
month and drawings during such month under all Letters of Credit and (B) to the
Agent and each Lender (with a copy to the Company) on the first Business Day of
each calendar quarter a written report setting forth the average daily aggregate
Available Amount during the preceding calendar quarter of all Letters of Credit
issued by such Issuing Bank.

                  (e) Failure to Make Advances. The failure of any Lender to
make the Advance to be made by it on the date specified in Section 2.03(c) shall
not relieve any other Lender of its obligation hereunder to make its Advance on
such date, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on such date.

                  SECTION 2.04. Fees. (a) Facility Fee. The Company agrees to
pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Revolving Credit Commitment from the date hereof in the
case of each Initial Lender and from the effective date specified in the
Assumption Agreement or in the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender until the Termination Date for
such Lender at a rate per annum equal to the Applicable Percentage in effect
from time to time, payable in arrears quarterly on the last day of each March,
June, September and December, commencing with the quarter ended June 30, 2007,
and on the Termination Date.

                                       24


                  (b) Letter of Credit Fees. (i) Each Borrower shall pay to the
Agent for the account of each Lender a commission on such Lender's Ratable Share
of the average daily aggregate Available Amount of all Letters of Credit issued
for the account of such Borrower and outstanding from time to time at a rate per
annum equal to the sum of (x) the Applicable Margin for Eurocurrency Rate
Advances in effect from time to time during such calendar quarter plus (y) the
Utilization Fee, if applicable, payable in arrears quarterly on the last day of
each March, June, September and December, commencing with the quarter ended June
30, 2007, and on the Termination Date; provided that the Applicable Margin shall
be 2% above the Applicable Margin in effect upon the occurrence and during the
continuation of an Event of Default if such Borrower is required to pay default
interest on all outstanding Advances pursuant to Section 2.07(b).

                  (ii) Each Borrower shall pay to each Issuing Bank, for its own
         account, a fronting fee equal to 0.125% per annum (or such lesser
         amount as such Issuing Bank may approve in its sole discretion) on the
         Available Amount of all Letters of Credit issued for the account of
         such Borrower by such Issuing Bank, payable in arrears quarterly on the
         last day of each March, June, September and December, commencing with
         the quarter ended June 30, 2007, and on the Termination Date, and such
         other commissions, issuance fees, transfer fees and other fees and
         charges in connection with the Issuance or administration of each
         Letter of Credit as such Borrower and such Issuing Bank shall agree.

                  (c) Agent's Fees. The Company shall pay to the Agent for its
own account such fees as may from time to time be agreed between the Company and
the Agent.

                  SECTION 2.05. Termination or Reduction of the Commitments. The
Company shall have the right, upon at least two Business Days' notice to the
Agent, to terminate in whole or permanently reduce ratably in part the Unused
Commitments or the Unissued Letter of Credit Commitments of the Lenders,
provided, however, that each partial reduction shall be in the aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  SECTION 2.06. Repayment of Advances and Letter of Credit
Drawings. (a) Advances. Each Borrower shall repay to the Agent for the ratable
account of each Lender on the Termination Date applicable to such Lender the
aggregate principal amount of the Advances made to it by such Lender and then
outstanding.

                  (b) Letter of Credit Drawings. The obligations of each
Borrower under any Letter of Credit Agreement and any other agreement or
instrument relating to any Letter of Credit issued for the account of such
Borrower shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement, such Letter of Credit Agreement and
such other agreement or instrument under all circumstances, including, without
limitation, the following circumstances (it being understood that any such
payment by such Borrower is without prejudice to, and does not constitute a
waiver of, any rights such Borrower might have or might acquire as a result of
the payment by any Lender of any draft or the reimbursement by such Borrower
thereof):

                                       25


                  (i) any lack of validity or enforceability of this Agreement,
         any Note, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C Related Documents");

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the obligations of such Borrower in
         respect of any L/C Related Document or any other amendment or waiver of
         or any consent to departure from all or any of the L/C Related
         Documents;

                  (iii) the existence of any claim, set-off, defense or other
         right that such Borrower may have at any time against any beneficiary
         or any transferee of a Letter of Credit (or any Persons for which any
         such beneficiary or any such transferee may be acting), any Issuing
         Bank, the Agent, any Lender or any other Person, whether in connection
         with the transactions contemplated by the L/C Related Documents or any
         unrelated transaction;

                  (iv) any statement or any other document presented under a
         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;

                  (v) payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;

                  (vi) any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any guarantee, for all or any of the obligations of such
         Borrower in respect of the L/C Related Documents; or

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing, including, without limitation,
         any other circumstance that might otherwise constitute a defense
         available to, or a discharge of, such Borrower or a guarantor.

                  SECTION 2.07. Interest on Advances. (a) Scheduled Interest.
Each Borrower shall pay interest on the unpaid principal amount of each Advance
made to it and owing to each Lender from the date of such Advance until such
principal amount shall be paid in full, at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the sum of
         (x) Base Rate in effect from time to time plus (y) the Utilization Fee,
         if applicable, payable in arrears quarterly on the last day of each
         March, June, September and December during such periods and on the date
         such Base Rate Advance shall be Converted or paid in full.

                  (ii) Eurocurrency Rate Advances. During such periods as such
         Advance is a Eurocurrency Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Advance to the sum of (x)
         the Eurocurrency Rate for such Interest Period for such Advance plus
         (y) the Applicable Margin in effect from time to time plus (z) the

                                       26


         Utilization Fee, if applicable, payable in arrears on the last day of
         such Interest Period and, if such Interest Period has a duration of
         more than three months, on each day that occurs during such Interest
         Period every three months from the first day of such Interest Period
         and on the date such Eurocurrency Rate Advance shall be Converted or
         paid in full.

                  (b) Default Interest. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the Agent may, and
upon the request of the Required Lenders shall, require the Borrowers to pay
interest ("Default Interest") on (i) the overdue principal amount of each
Advance owing to each Lender, payable in arrears on the dates referred to in
clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on such Advance pursuant to
clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law,
the amount of any interest, fee or other amount payable hereunder that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on Base Rate Advances pursuant to clause
(a)(i) above; provided, however, that following acceleration of the Advances
pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder
whether or not previously required by the Agent.

                  SECTION 2.08. Interest Rate Determination. (a) Each Reference
Bank agrees, if requested by the Agent, to furnish to the Agent timely
information for the purpose of determining each Eurocurrency Rate. If any one or
more of the Reference Banks shall not furnish such timely information to the
Agent for the purpose of determining any such interest rate, the Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks. The Agent shall give prompt notice to the Company and
the Lenders of the applicable interest rate determined by the Agent for purposes
of Section 2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.07(a)(ii).

                  (b) If, with respect to any Eurocurrency Rate Advances, the
Required Lenders notify the Agent that (i) they are unable to obtain matching
deposits in the London inter-bank market at or about 11:00 A.M. (London time) on
the second Business Day before the making of a Borrowing in sufficient amounts
to fund their respective Advances as a part of such Borrowing during its
Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurocurrency Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Company and the
Lenders, whereupon (A) the Borrower of such Eurocurrency Rate Advances will, on
the last day of the then existing Interest Period therefor, (1) if such
Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such
Advances or (y) Convert such Advances into Base Rate Advances and (2) if such
Eurocurrency Rate Advances are denominated in any Committed Currency, either (x)
prepay such Advances or (y) exchange such Advances into an Equivalent amount of
Dollars and Convert such Advances into Base Rate Advances and (B) the obligation
of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances
shall be suspended until the Agent shall notify the Company and the Lenders that
the circumstances causing such suspension no longer exist.

                                       27


                  (c) If any Borrower shall fail to select the duration of any
Interest Period for any Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify such Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in a Committed Currency, be exchanged for an Equivalent amount of
Dollars and Convert into Base Rate Advances.

                  (d) On the date on which the aggregate unpaid principal amount
of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than the Borrowing Minimum, such
Advances shall automatically (i) if such Eurocurrency Rate Advances are
denominated in Dollars, Convert into Base Rate Advances and (ii) if such
Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged
for an Equivalent amount of Dollars and Convert into Base Rate Advances.

                  (e) Upon the occurrence and during the continuance of any
Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted
into Base Rate Advances and (B) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, be exchanged for an Equivalent amount of
Dollars and be Converted into Base Rate Advances and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall
be suspended.

                  (f) If Reuters Screen LIBOR01 Page is unavailable and fewer
than two Reference Banks furnish timely information to the Agent for determining
the Eurocurrency Rate for any Eurocurrency Rate Advances after the Agent has
requested such information,

                  (i) the Agent shall forthwith notify the applicable Borrower
         and the Lenders that the interest rate cannot be determined for such
         Eurocurrency Rate Advances,

                  (ii) each such Advance will automatically, on the last day of
         the then existing Interest Period therefor, (A) if such Eurocurrency
         Rate Advance is denominated in Dollars, Convert into a Base Rate
         Advance and (B) if such Eurocurrency Rate Advance is denominated in any
         Committed Currency, be prepaid by the applicable Borrower or be
         automatically exchanged for an Equivalent amount of Dollars and be
         Converted into a Base Rate Advance (or if such Advance is then a Base
         Rate Advance, will continue as a Base Rate Advance), and

                  (iii) the obligation of the Lenders to make Eurocurrency Rate
         Advances or to Convert Advances into Eurocurrency Rate Advances shall
         be suspended until the Agent shall notify the Company and the Lenders
         that the circumstances causing such suspension no longer exist.

                  SECTION 2.09. Optional Conversion of Advances. The Borrower of
any Advance may on any Business Day, upon notice given to the Agent not later
than 11:00 A.M.

                                       28


(New York City time) on the third Business Day prior to the date of the proposed
Conversion in the case of a Conversion to Eurocurrency Rate Advances and not
later than 11:00 A.M. (New York City time) on the date of the proposed
Conversion in the case of a Conversion to Base Rate Advances and subject to the
provisions of Sections 2.08, 2.12 and 9.04(c), Convert all Advances denominated
in Dollars of one Type comprising the same Borrowing into Advances denominated
in Dollars of the other Type; provided, however, that any Conversion of Base
Rate Advances into Eurocurrency Rate Advances shall be in an amount not less
than the minimum amount specified in Section 2.02(b) and no Conversion of any
Advances shall result in more separate Borrowings than permitted under Section
2.02(b). Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Dollar
denominated Advances to be Converted, and (iii) if such Conversion is into
Eurocurrency Rate Advances, the duration of the initial Interest Period for each
such Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower giving such notice.

                  SECTION 2.10. Prepayments of Advances. (a) Optional. Each
Borrower may, upon notice at least two Business Days' prior to the date of such
prepayment, in the case of Eurocurrency Rate Advances, and not later than 11:00
A.M. (New York City time) on the date of such prepayment, in the case of Base
Rate Advances, to the Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given such Borrower shall,
prepay the outstanding principal amount of the Advances comprising part of the
same Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment of Advances shall be in an aggregate principal
amount of not less than the Borrowing Minimum or a Borrowing Multiple in excess
thereof, and (y) in the event of any such prepayment of a Eurocurrency Rate
Advance, such Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 9.04(c).

                  (b) Mandatory. (i) If, on any date, the Agent notifies the
Company that, on any interest payment date, the sum of (A) the aggregate
principal amount of all Advances denominated in Dollars plus the aggregate
Available Amount of all Letters of Credit denominated in Dollars then
outstanding plus (B) the Equivalent in Dollars (determined on the third Business
Day prior to such interest payment date) of the aggregate principal amount of
all Advances and the Available Amount of all Letters of Credit denominated in
Committed Currencies then outstanding exceeds 105% of the aggregate Revolving
Credit Commitments of the Lenders on such date, the Borrowers shall, as soon as
practicable and in any event within two Business Days after receipt of such
notice, prepay the outstanding principal amount of any Advances owing by the
Borrowers in an aggregate amount sufficient to reduce such sum to an amount not
to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on
such date.

                  (ii) Each prepayment made pursuant to this Section 2.10(b)
shall be made together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a
Eurocurrency Rate Advance on a date other than the last day of an Interest
Period or at its maturity, any additional amounts which the applicable Borrower
shall be obligated to reimburse to the Lenders in respect thereof pursuant to
Section 9.04(c). The Agent shall give prompt notice of any prepayment required
under this Section 2.10(b) to the Company and the Lenders.

                                       29


                  SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change after the date hereof in or in the interpretation
of any law or regulation or (ii) the compliance with any guideline or request
from any central bank or other governmental authority including, without
limitation, any agency of the European Union or similar monetary or
multinational authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or making, funding or
maintaining Eurocurrency Rate Advances or of agreeing to issue or of issuing or
maintaining or participating in Letters of Credit (excluding for purposes of
this Section 2.11 any such increased costs resulting from (i) Taxes or Other
Taxes and (ii) changes in the basis of taxation (including rates) of overall net
income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof, as to both
of which Section 2.14 shall govern), then the Company shall from time to time,
upon demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender for such increased cost; provided, however, that before making any
such demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
A certificate as to the amount of such increased cost, submitted to the Company
and the Agent by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.

                  (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) that becomes
effective after the date hereof, or any change in any such existing law,
regulation, guideline or request, affects or would affect the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender and that the amount of such capital is increased by or
based upon the existence of such Lender's commitment to lend or to issue or
participate in Letters of Credit hereunder and other commitments of such type or
the issuance or maintenance of or participation in the Letters of Credit (or
similar contingent obligations), then, upon demand by such Lender (with a copy
of such demand to the Agent), the Company shall pay to the Agent for the account
of such Lender, from time to time as specified by such Lender, additional
amounts sufficient to compensate such Lender or such corporation in the light of
such circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender's commitment
to lend or to issue or participate in Letters of Credit hereunder or to the
issuance or maintenance of or participation in any Letters of Credit. A
certificate as to such amounts submitted to the Company and the Agent by such
Lender shall be conclusive and binding for all purposes, absent manifest error.

                  (c) Notwithstanding anything to the contrary in this Section
2.11, the Company shall not be required to compensate a Lender pursuant to this
Section 2.11 for any amounts incurred more than 270 days prior to the date that
such Lender notifies the Company of such Lender's intention to claim
compensation therefor; provided that, if the circumstances giving rise to such
claim have a retroactive effect, then such 270-day period shall be extended to
include the period of such retroactive effect.

                                       30


                  SECTION 2.12. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or to fund or maintain Eurocurrency Rate Advances in Dollars
or any Committed Currency hereunder, (a) each Eurocurrency Rate Advance will
automatically, upon such demand (i) if such Eurocurrency Rate Advance is
denominated in Dollars, be Converted into a Base Rate Advance and (ii) if such
Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged
into an Equivalent amount of Dollars and be Converted into a Base Rate Advance
and (b) the obligation of the Lenders to make Eurocurrency Rate Advances or to
Convert Advances into Eurocurrency Rate Advances shall be suspended until the
Agent shall notify the Company and the Lenders that the circumstances causing
such suspension no longer exist; provided, however, that before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurocurrency Lending Office if the making of such a designation would allow such
Lender or its Eurocurrency Lending Office to continue to perform its obligations
to make Eurocurrency Rate Advances or to continue to fund or maintain
Eurocurrency Rate Advances and would not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.

                  SECTION 2.13. Payments and Computations. (a) Each Borrower
shall make each payment required to be made by such Borrower hereunder (except
with respect to principal of, interest on, and other amounts relating to,
Advances denominated in a Committed Currency), irrespective of any right of
counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the
day when due in U.S. Dollars to the Agent at the applicable Agent's Account in
same day funds. Each Borrower shall make each payment required to be made by
such Borrower hereunder with respect to principal of, interest on, and other
amounts relating to, Advances denominated in a Committed Currency, irrespective
of any right of counterclaim or set-off, not later than 11:00 A.M. (at the
Payment Office for such Committed Currency) on the day when due in such
Committed Currency to the Agent, by deposit of such funds to the applicable
Agent's Account in same day funds. The Agent will promptly thereafter cause to
be distributed like funds relating to the payment of principal or interest, fees
or commissions ratably (other than amounts payable pursuant to Section 2.04(b),
2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a
Commitment Increase pursuant to Section 2.18 or an extension of the Termination
Date pursuant to Section 2.19 and upon the Agent's receipt of such Lender's
Assumption Agreement and recording of the information contained therein in the
Register, from and after the applicable Increase Date or Extension Date, as the
case may be, the Agent shall make all payments hereunder and under any Notes
issued in connection therewith in respect of the interest assumed thereby to the
Assuming Lender. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes
in respect of the interest assigned thereby to the

                                       31


Lender assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

                  (b) Each Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender by such Borrower is not made when due
hereunder or under the Note held by such Lender, to charge from time to time
against any or all of such Borrower's accounts with such Lender any amount so
due.

                  (c) All computations of interest based on the Base Rate (other
than when the Base Rate is determined by reference to the Federal Funds Rate)
shall be made by the Agent on the basis of a year of 365 or 366 days, as the
case may be, and all computations of interest based on the Eurocurrency Rate or
the Federal Funds Rate and of fees and Letter of Credit commissions shall be
made by the Agent on the basis of a year of 360 days (or, in each case of
Advances denominated in Committed Currencies where market practice differs, in
accordance with market practice), in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest, fees or commissions are payable. Each determination by the
Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest, fee or commission,
as the case may be; provided, however, that, if such extension would cause
payment of interest on or principal of Eurocurrency Rate Advances to be made in
the next following calendar month, such payment shall be made on the next
preceding Business Day.

                  (e) Unless the Agent shall have received notice from any
Borrower prior to the date on which any payment is due to the Lenders hereunder
that such Borrower will not make such payment in full, the Agent may assume that
such Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent such Borrower shall not have so made such payment in full to
the Agent, each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Committed
Currencies.

                  (f) To the extent that the Agent receives funds for
application to the amounts owing by any Borrower under or in respect of this
Agreement or any Note in currencies other than the currency or currencies
required to enable the Agent to distribute funds to the Lenders in accordance
with the terms of this Section 2.13, the Agent shall be entitled to convert or
exchange such funds into Dollars or into a Committed Currency or from Dollars to
a Committed Currency or from a Committed Currency to Dollars, as the case may
be, to the extent necessary to enable

                                       32


the Agent to distribute such funds in accordance with the terms of this Section
2.13; provided that each Borrower and each of the Lenders hereby agree that the
Agent shall not be liable or responsible for any loss, cost or expense suffered
by such Borrower or such Lender as a result of any conversion or exchange of
currencies affected pursuant to this Section 2.13(f) or as a result of the
failure of the Agent to effect any such conversion or exchange; and provided
further that each Borrower agrees to indemnify the Agent and each Lender, and
hold the Agent and each Lender harmless, for any and all losses, costs and
expenses incurred by the Agent or any Lender for any conversion or exchange of
currencies (or the failure to convert or exchange any currencies) in accordance
with this Section 2.13(f) paid by such Borrower.

                  SECTION 2.14. Taxes. (a) Any and all payments by each Borrower
to or for the account of any Lender or the Agent hereunder or under the Notes or
any other documents to be delivered hereunder shall be made, in accordance with
Section 2.13 or the applicable provisions of such other documents, free and
clear of and without deduction for any and all Indemnified Taxes. If any
Borrower shall be required by law to deduct any Indemnified Taxes from or in
respect of any sum payable hereunder or under any Note or any other documents to
be delivered hereunder to any Lender or the Agent, (i) 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
2.14) such Lender or the Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such
Borrower shall make such deductions and (iii) such Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

                  (b) In addition, the Company shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
any other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes or any other documents to be delivered hereunder, excluding,
however, such taxes imposed as a result of an assignment (other than an
assignment that occurs as a result of the Company's demand) or participation
(hereinafter referred to as "Other Taxes").

                  (c) Each Borrower shall indemnify each Lender and the Agent
for and hold it harmless against the full amount of Indemnified Taxes or Other
Taxes imposed on or paid by such Lender or the Agent (as the case may be) and
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto. This indemnification shall be made within 30 days from the
date such Lender or the Agent (as the case may be) makes written demand
therefor. The written demand shall include the original or a copy of a receipt
or a demand issued by the relevant governmental authority evidencing such
payment or demanding such payment, together with a certificate setting forth the
amount of such Indemnified Taxes or Other Taxes and, in reasonable detail, the
calculation and basis for such Indemnified Taxes or Other Taxes.

                  (d) Within 30 days after the date of any payment of
Indemnified Taxes by a Borrower to a governmental authority, each Borrower shall
furnish to the Agent, at its address referred to in Section 9.02, the original
or a certified copy of a receipt evidencing such payment to the extent such a
receipt is issued therefor, or other written proof of payment thereof that is
reasonably satisfactory to the Agent.

                                       33


                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender and on the date of the
Assumption Agreement or the Assignment and Acceptance pursuant to which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter as reasonably requested in writing by the Company, shall provide each
of the Agent and the Company with two duly completed original Internal Revenue
Service Forms W-8BEN, W-8ECI or W-8IMY, as appropriate, or any successor or
other form prescribed by the Internal Revenue Service, certifying that such
Lender is exempt from or entitled to a reduced rate of United States withholding
tax on payments pursuant to this Agreement or the Notes. For purposes of this
subsection (e), the terms "United States" and "United States person" shall have
the meanings specified in Section 7701 of the Internal Revenue Code.

                  (f) Should a Lender become subject to Excluded Taxes because
of its failure to deliver a form, certificate or other document described in
Section 2.14(e), the Company shall take such steps as the Lender shall
reasonably request to assist the Lender to recover such Excluded Taxes.

                  (g) Any Lender that is entitled to an exemption from or
reduction of withholding tax imposed by any jurisdiction other the United States
(a "Foreign Jurisdiction") with respect to payments under this Agreement shall
deliver to the relevant Borrower (with a copy to the Agent) within 15 Business
Days following receipt of the written notice referred to below, such properly
completed and executed documentation as is reasonably requested by such Borrower
or the Agent in order to permit such payments to be made with the benefit of
such exemption or reduction (and shall make application to the relevant
governmental authority for exemption or reduced rates if it is the party
required by law to do so), provided, however, that such Lender has received
written notice from such Borrower or the Agent identifying the requirements for
such exemption or reduction, supplying all applicable documentation and
specifying the time period within which documentation is to be provided under
this Section 2.14(g) (or such application is to be made). Without limiting the
Lenders' obligations under the preceding sentence, each Lender agrees that it
will, without material cost or other material disadvantage (as determined in
such Lender's good faith judgment), cooperate with such Borrower to minimize the
applicable withholding tax burdens in such Foreign Jurisdiction. If any Lender
becomes subject to any Tax because it fails to comply with this Section 2.14(g),
each Borrower shall take such steps as such Lender shall reasonably request to
assist such Lender to recover such Tax. The Agent agrees that it will provide
administrative and ministerial assistance to each relevant Borrower with respect
to any payments made by such Borrower to the Lenders, and the calculation,
reporting, withholding and remitting of any Taxes imposed by such Foreign
Jurisdiction to the appropriate governmental authority. Notwithstanding the
foregoing, (i) the Borrowers shall retain primary responsibility for
ascertaining the requirements of applicable law and providing to the Lenders the
written notice described in the first sentence of this Section 2.14(g), and (ii)
no failure by the Agent to meet any obligations under this Section 2.14(g) shall
operate to excuse any Borrower from its obligations to the Lenders under this
Section 2.14(g). In all events, as between the Company and the Agent, the
Company shall make all final decisions concerning whether payments to a Lender
are subject to any withholding.

                  (h) If the Agent or a Lender (or an assignee) determines, in
its reasonable discretion, that it has received a refund of any Indemnified
Taxes or Other Taxes as to which it

                                       34


has been indemnified by any Borrower or with respect to which any Borrower has
paid additional amounts pursuant to this Section 2.14, it shall pay over such
refund to such Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 2.14 with respect
to the Indemnified Taxes or the Other Taxes giving rise to such refund), net of
all out-of-pocket expenses of the Agent or such Lender (or assignee) and without
interest (other than any interest paid by the relevant governmental authority
with respect to such refund).

                  (i) Any Lender claiming any additional amounts payable
pursuant to this Section 2.14 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  SECTION 2.15. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances owing to it (other
than (x) as payment of an Advance made by an Issuing Bank pursuant to the first
sentence of Section 2.03(c) or (y) pursuant to Section 2.11, 2.14 or 9.04(c)) in
excess of its Ratable Share of payments on account of the Advances obtained by
all the Lenders, such Lender shall forthwith purchase from the other Lenders
such participations in the Advances owing to them as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Each Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of
such Borrower in the amount of such participation.

                  SECTION 2.16. Evidence of Debt. (a) 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 Advance owing
to such Lender from time to time hereunder, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder in
respect of Advances. Each Borrower agrees that upon notice by any Lender to such
Borrower (with a copy of such notice to the Agent) to the effect that a Note is
required or appropriate in order for such Lender to evidence (whether for
purposes of pledge, enforcement or otherwise) the Advances owing to, or to be
made by, such Lender to such Borrower, such Borrower shall promptly execute and
deliver to such Lender a Note payable to the order of such Lender in a principal
amount up to the Revolving Credit Commitment of such Lender.

                                       35


                  (b) The Register maintained by the Agent pursuant to Section
9.07(d) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date and
amount of each Borrowing made hereunder, the Type of Advances comprising such
Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the
terms of each Assumption Agreement and each Assignment and Acceptance delivered
to and accepted by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Lender hereunder
and (iv) the amount of any sum received by the Agent from such Borrower
hereunder and each Lender's share thereof.

                  (c) Entries made in good faith by the Agent in the Register
pursuant to subsection (b) above, and by each Lender in its account or accounts
pursuant to subsection (a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from each
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of any
Borrower under this Agreement.

                  SECTION 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and each Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Company and its Subsidiaries.

                  SECTION 2.18. Increase in the Revolving Credit Commitments.
(a) The Company may, at any time but in any event not more than twice in any
calendar year prior to the Termination Date, by notice to the Agent, request
that the aggregate amount of the Revolving Credit Commitments be increased by an
amount of $50,000,000 or an integral multiple of $5,000,000 in excess thereof
(each a "Commitment Increase") to be effective as of a date that is at least 90
days prior to the scheduled Termination Date then in effect (the "Increase
Date") as specified in the related notice to the Agent; provided, however that
(i) in no event shall the aggregate amount of the Revolving Credit Commitments
at any time exceed $2,500,000,000 and (ii) on the date of any request by the
Company for a Commitment Increase and on the related Increase Date the
applicable conditions set forth in Article III shall be satisfied.

                  (b) The Agent shall promptly notify the Lenders of a request
by the Company for a Commitment Increase, which notice shall include (i) the
proposed amount of such requested Commitment Increase, (ii) the proposed
Increase Date and (iii) the date (which shall be earlier than the Increase Date)
by which Lenders wishing to participate in the Commitment Increase must commit
to an increase in the amount of their respective Revolving Credit Commitments
(the "Commitment Date"). Each Lender that is willing to participate in such
requested Commitment Increase (each an "Increasing Lender") shall, in its sole
discretion, give written notice to the Agent on or prior to the Commitment Date
of the amount by which it is willing to increase its Revolving Credit
Commitment. If the Lenders notify the Agent that they are willing to increase
the amount of their respective Revolving Credit Commitments by an aggregate
amount that exceeds the amount of the requested Commitment Increase, the
requested Commitment Increase shall be allocated among the Lenders willing to
participate therein in such amounts as are agreed between the Company and the
Agent.

                                       36


                  (c) Promptly following each Commitment Date, the Agent shall
notify the Company as to the amount, if any, by which the Lenders are willing to
participate in the requested Commitment Increase. If the aggregate amount by
which the Lenders are willing to participate in any requested Commitment
Increase on any such Commitment Date is less than the requested Commitment
Increase, then the Company may extend offers to one or more Eligible Assignees
to participate in any portion of the requested Commitment Increase that has not
been committed to by the Lenders as of the applicable Commitment Date; provided,
however, that the Revolving Credit Commitment of each such Eligible Assignee
shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof.

                  (d) On each Increase Date, each Eligible Assignee that accepts
an offer to participate in a requested Commitment Increase in accordance with
Section 2.18(b) (each such Eligible Assignee, an "Assuming Lender") shall become
a Lender party to this Agreement as of such Increase Date and the Revolving
Credit Commitment of each Increasing Lender for such requested Commitment
Increase shall be so increased by such amount (or by the amount allocated to
such Lender pursuant to the last sentence of Section 2.18(b)) as of such
Increase Date; provided, however, that the Agent shall have received on or
before such Increase Date the following, each dated such date:

                  (i) an opinion of counsel for the Company (which may be
         in-house counsel), in substantially the form of Exhibit E hereto;

                  (ii) an assumption agreement from each Assuming Lender, if
         any, in form and substance reasonably satisfactory to the Company and
         the Agent (each an "Assumption Agreement"), duly executed by such
         Eligible Assignee, the Agent and the Company; and

                  (iii) confirmation from each Increasing Lender of the increase
         in the amount of its Revolving Credit Commitment in a writing
         reasonably satisfactory to the Company and the Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.18(d), the Agent shall notify
the Lenders (including, without limitation, each Assuming Lender) and the
Company, on or before 1:00 P.M. (New York City time), by telecopier, of the
occurrence of the Commitment Increase to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date. Each Increasing Lender
and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the
Increase Date, make available for the account of its Applicable Lending Office
to the Agent at the Agent's Account, in same day funds, in the case of such
Assuming Lender, an amount equal to such Assuming Lender's ratable portion of
the Borrowings then outstanding (calculated based on its Revolving Credit
Commitment as a percentage of the aggregate Revolving Credit Commitments
outstanding after giving effect to the relevant Commitment Increase) and, in the
case of such Increasing Lender, an amount equal to the excess of (i) such
Increasing Lender's ratable portion of the Borrowings then outstanding
(calculated based on its Revolving Credit Commitment as a percentage of the
aggregate Revolving Credit Commitments outstanding after giving effect to the
relevant Commitment Increase) over (ii) such Increasing Lender's ratable portion
of the Borrowings then outstanding (calculated based on its Revolving Credit
Commitment (without

                                       37


giving effect to the relevant Commitment Increase) as a percentage of the
aggregate Revolving Credit Commitments (without giving effect to the relevant
Commitment Increase). After the Agent's receipt of such funds from each such
Increasing Lender and each such Assuming Lender, the Agent will promptly
thereafter cause to be distributed like funds to the other Lenders for the
account of their respective Applicable Lending Offices in an amount to each
other Lender such that the aggregate amount of the outstanding Advances owing to
each Lender after giving effect to such distribution equals such Lender's
ratable portion of the Borrowings then outstanding (calculated based on its
Revolving Credit Commitment as a percentage of the aggregate Revolving Credit
Commitments outstanding after giving effect to the relevant Commitment
Increase).

                  SECTION 2.19. Extension of Termination Date. (a) At least 60
days but not more than 90 days prior to either or both of the first and second
anniversaries of the Effective Date, the Company, by written notice to the
Agent, may request an extension of the Termination Date in effect at such time
by one year from its then scheduled expiration. The Agent shall promptly notify
each Lender of such request, and each Lender shall in turn, in its sole
discretion, not later than 20 days prior to such anniversary date, notify the
Company and the Agent in writing as to whether such Lender will consent to such
extension. If any Lender shall fail to notify the Agent and the Company in
writing of its consent to any such request for extension of the Termination Date
at least 20 days prior to such anniversary date, such Lender shall be deemed to
be a Non-Consenting Lender with respect to such request. The Agent shall notify
the Company not later than 15 days prior to such anniversary date of the
decision of the Lenders regarding the Company's request for an extension of the
Termination Date.

                  (b) If all the Lenders consent in writing to any such request
in accordance with subsection (a) of this Section 2.19, the Termination Date in
effect at such time shall, effective as at the applicable anniversary date (the
"Extension Date") and subject to the satisfaction of the conditions set forth in
Section 3.03, be extended for one year. If less than all of the Lenders consent
in writing to any such request in accordance with subsection (a) of this Section
2.19, the Termination Date in effect at such time shall, effective as at the
applicable Extension Date and subject to subsection (d) of this Section 2.19, be
extended as to those Lenders that so consented (each a "Consenting Lender") but
shall not be extended as to any other Lender (each a "Non-Consenting Lender").
To the extent that the Termination Date is not extended as to any Lender
pursuant to this Section 2.19 and the Commitment of such Lender is not assumed
in accordance with subsection (c) of this Section 2.19 on or prior to the
applicable Extension Date, the Commitment of such Non-Consenting Lender shall
automatically terminate in whole on such unextended Termination Date without any
further notice or other action by the Company, such Lender or any other Person;
provided that such Non-Consenting Lender's rights under Sections 2.11, 2.14 and
9.04, and its obligations under Section 8.05, shall survive the Termination Date
for such Lender as to matters occurring prior to such date. It is understood and
agreed that no Lender shall have any obligation whatsoever to agree to any
request made by the Company for any requested extension of the Termination Date.

                  (c) If less than all of the Lenders consent to any such
request pursuant to subsection (a) of this Section 2.19, the Agent shall
promptly so notify the Consenting Lenders, and each Consenting Lender may, in
its sole discretion, give written notice to the Agent not later than 10 days
prior to the Extension Date of the amount of the Non-Consenting Lenders'

                                       38


Commitments for which it is willing to accept an assignment. If the Consenting
Lenders notify the Agent that they are willing to accept assignments of
Commitments in an aggregate amount that exceeds the amount of the Commitments of
the Non-Consenting Lenders, such Commitments shall be allocated among the
Consenting Lenders willing to accept such assignments in such amounts as are
agreed between the Company and the Agent. If after giving effect to the
assignments of Commitments described above there remains any Commitments of
Non-Consenting Lenders, the Company may arrange for one or more Consenting
Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as
of the Extension Date, any Non-Consenting Lender's Commitment and all of the
obligations of such Non-Consenting Lender under this Agreement thereafter
arising, without recourse to or warranty by, or expense to, such Non-Consenting
Lender; provided, however, that the amount of the Commitment of any such
Assuming Lender as a result of such substitution shall in no event be less than
$10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is
less than $10,000,000, in which case such Assuming Lender shall assume all of
such lesser amount; and provided further that:

                  (i) any such Consenting Lender or Assuming Lender shall have
         paid to such Non-Consenting Lender (A) the aggregate principal amount
         of, and any interest accrued and unpaid to the effective date of the
         assignment on, the outstanding Advances, if any, of such Non-Consenting
         Lender plus (B) any accrued but unpaid facility fees owing to such
         Non-Consenting Lender as of the effective date of such assignment;

                  (ii) all additional costs reimbursements, expense
         reimbursements and indemnities payable to such Non-Consenting Lender,
         and all other accrued and unpaid amounts owing to such Non-Consenting
         Lender hereunder, as of the effective date of such assignment shall
         have been paid to such Non-Consenting Lender; and

                  (iii) with respect to any such Assuming Lender, the applicable
         processing and recordation fee required under Section 9.07 for such
         assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under Sections 2.11,
2.14 and 9.04, and its obligations under Section 8.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Company and the Agent an Assumption
Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender,
the Company and the Agent, (B) any such Consenting Lender shall have delivered
confirmation in writing satisfactory to the Company and the Agent as to the
increase in the amount of its Commitment and (C) each Non-Consenting Lender
being replaced pursuant to this Section 2.19 shall have delivered to the Agent
any Note or Notes held by such Non-Consenting Lender. Upon the payment or
prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the
immediately preceding sentence, each such Consenting Lender or Assuming Lender,
as of the Extension Date, will be substituted for such Non-Consenting Lender
under this Agreement and shall be a Lender for all purposes of this Agreement,
without any further acknowledgment by or the consent of the other Lenders, and
the obligations of each such Non-Consenting Lender hereunder shall, by the
provisions hereof, be released and discharged.

                                       39


                  (d) If (after giving effect to any assignments or assumptions
pursuant to subsection (c) of this Section 2.19) Lenders having Commitments
equal to at least 50% of the Commitments in effect immediately prior to the
Extension Date consent in writing to a requested extension (whether by execution
or delivery of an Assumption Agreement or otherwise) not later than one Business
Day prior to such Extension Date, the Agent shall so notify the Company, and,
subject to the satisfaction of the conditions set forth in Section 3.03, the
Termination Date then in effect shall be extended for the additional one-year
period as described in subsection (a) of this Section 2.19, and all references
in this Agreement, and in the Notes, if any, to the "Termination Date" shall,
with respect to each Consenting Lender and each Assuming Lender for such
Extension Date, refer to the Termination Date as so extended. Promptly following
each Extension Date, the Agent shall notify the Lenders (including, without
limitation, each Assuming Lender) of the extension of the scheduled Termination
Date in effect immediately prior thereto and shall thereupon record in the
Register the relevant information with respect to each such Consenting Lender
and each such Assuming Lender.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness. This
amendment and restatement of the Existing Credit Agreement shall become
effective on and as of the first date (the "Effective Date") on which the
following conditions precedent have been satisfied:

                  (a) Except for the Disclosed Matters, no Material Adverse
         Change shall have occurred and be continuing since December 31, 2006.

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Company or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) except for the Disclosed Matters, could
         be reasonably likely to have a Material Adverse Effect or (ii) purports
         to affect the legality, validity or enforceability of this Agreement or
         any Note or the consummation of the transactions contemplated hereby.

                  (c) The Company shall have notified each Lender and the Agent
         in writing as to the proposed Effective Date.

                  (d) The Company shall have paid all accrued fees and expenses
         of the Agent and the Lenders (including the accrued fees and expenses
         of counsel to the Agent (but not other Lenders)) required to be paid by
         it.

                  (e) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Company, dated
         the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and

                           (ii) No event has occurred and is continuing that
                  constitutes a Default.

                                       40


                  (f) The Agent shall have received on or before the Effective
         Date the following, each dated such day, in form and substance
         satisfactory to the Agent and (except for the Notes) in sufficient
         copies for each Lender:

                           (i) The Notes to the order of the Lenders to the
                  extent requested by any Lender pursuant to Section 2.16.

                           (ii) Certified copies of the resolutions of the board
                  of directors or other governing body of the Initial Borrower
                  approving this Agreement and the Notes, and of all documents
                  evidencing other necessary corporate or similar action and
                  governmental approvals, if any, with respect to this Agreement
                  and the Notes.

                           (iii) A certificate of the Secretary or an Assistant
                  Secretary of the Initial Borrower certifying the names and
                  true signatures of the officers of the Initial Borrower
                  authorized to sign this Agreement and the Notes and the other
                  documents to be delivered hereunder.

                           (iv) Favorable opinions of (A) Skadden, Arps, Slate,
                  Meagher & Flom LLP, counsel for the Initial Borrower, and (B)
                  Samuel K. Lee, Associate General Counsel, Corporate, Finance
                  and Ventures of the Initial Borrower, substantially in the
                  form of Exhibits D-1 and D-2 hereto, respectively.

                           (v) A favorable opinion of Shearman & Sterling LLP,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.

                  SECTION 3.02. Initial Advance to Each Designated Subsidiary.
The obligation of each Lender to make an initial Advance to each Designated
Subsidiary is subject to the receipt by the Agent on or before the date that is
at least five days prior to the proposed date of such initial Advance of each of
the following, in form and substance reasonably satisfactory to the Agent and
dated such date, and (except for the Notes) in sufficient copies for each
Lender:

                  (a) The Notes of such Designated Subsidiary to the order of
         the Lenders to the extent requested by any Lender pursuant to Section
         2.16.

                  (b) Certified copies of the resolutions of the board of
         directors or other governing body of such Designated Subsidiary (with a
         certified English translation if the original thereof is not in
         English) approving this Agreement, its Designation Agreement and the
         Notes to be delivered by it, and of all documents evidencing other
         necessary corporate action and governmental approvals, if any, with
         respect to this Agreement.

                  (c) A certificate of a proper officer of such Designated
         Subsidiary certifying the names and true signatures of the officers of
         such Designated Subsidiary authorized to sign its Designation Agreement
         and the Notes to be delivered by it and the other documents to be
         delivered by it hereunder.

                  (d) A certificate signed by a duly authorized officer of the
         Company, certifying that such Designated Subsidiary has obtained all
         governmental and third party authorizations, consents, approvals
         (including exchange control approvals) and licenses

                                       41


         required under applicable laws and regulations necessary for such
         Designated Subsidiary to execute and deliver its Designation Agreement
         and the Notes to be delivered by it and to perform its obligations
         hereunder and thereunder.

                  (e) A Designation Agreement duly executed by such Designated
         Subsidiary and the Company.

                  (f) Favorable opinions of counsel (which may be in-house
         counsel) to such Designated Subsidiary substantially in the form of
         Exhibit D-3 hereto, and as to such other matters as any Lender through
         the Agent may reasonably request.

                  (g) Favorable opinions of counsel to the Company as to the
         enforceability of Article VII hereof.

                  (h) Such other approvals, opinions or documents as any Lender,
         through the Agent may reasonably request.

                  SECTION 3.03. Conditions Precedent to Each Borrowing,
Issuance, Commitment Increase and Extension Date. The obligation of each Lender
to make an Advance (other than an Advance made by any Issuing Bank or any Lender
pursuant to Section 2.03(c)) on the occasion of each Borrowing, the obligation
of each Issuing Bank to issue a Letter of Credit, each Commitment Increase and
each extension of Commitments pursuant to Section 2.19 shall be subject to the
conditions precedent that the Effective Date shall have occurred and on the date
of such Borrowing, such issuance, the applicable Increase Date or the applicable
Extension Date (as the case may be) (a) the following statements shall be true
(and each of the giving of the applicable Notice of Borrowing, Notice of
Issuance, request for Commitment Increase or request for Commitment extension
and the acceptance by any Borrower of the proceeds of such Borrowing, such
issuance, such Increase Date or such extension of Commitments shall constitute a
representation and warranty by such Borrower that on the date of such Borrowing,
such issuance or such Increase Date or such Extension Date such statements are
true):

                  (i) the representations and warranties contained in Section
         4.01 (except, in the case of Borrowings and issuances, the
         representations set forth in the last sentence of subsection (e)
         thereof and in subsection (f)(i) thereof) are correct on and as of such
         date (except to the extent such representations and warranties
         specifically relate to an earlier date, in which case such
         representations and warranties shall have been true on and as of such
         earlier date), before and after giving effect to such Borrowing, such
         issuance, such Commitment Increase or such extension of Commitments and
         to the application of the proceeds therefrom, as though made on and as
         of such date, and additionally, if such Borrowing or issuance shall
         have been requested by a Designated Subsidiary, the representations and
         warranties of such Designated Subsidiary contained in its Designation
         Agreement are correct on and as of the date of such Borrowing or such
         issuance, before and after giving effect to such Borrowing, such
         issuance, such Commitment Increase or such extension of Commitments and
         to the application of the proceeds therefrom, as though made on and as
         of such date (except to the extent such representations and warranties
         specifically relate to an earlier date, in which case such
         representations and warranties shall have been true on and as of such
         earlier date), and

                                       42


                  (ii) no event has occurred and is continuing, or would result
         from such Borrowing, such issuance, such Commitment Increase or such
         extension of Commitments or from the application of the proceeds
         therefrom, that constitutes a Default,

and (b) if such Borrowing or issuance shall have been requested by a Designated
Subsidiary that is a Foreign Subsidiary, it shall not be illegal or contravene
any law or regulation for any Lender to make, maintain or participate in such
Borrowing or issuance.

                  SECTION 3.04. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Company,
by notice to the Lenders, designates as the proposed Effective Date or the date
of the initial Advance to the applicable Designated Subsidiary, as the case may
be, specifying its objection thereto. The Agent shall promptly notify the
Lenders of the occurrence of the Effective Date and each date of initial Advance
to a Designated Subsidiary, as applicable.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01.  Representations and Warranties of the Company.
The Company represents and warrants as follows:

                  (a) The Initial Borrower is duly organized, validly existing
         and in good standing (to the extent such concept is applicable in the
         relevant jurisdiction) under the laws of the jurisdiction of its
         organization.

                  (b) The execution, delivery and performance by the Initial
         Borrower of this Agreement and the Notes to be delivered by it, and the
         consummation of the transactions contemplated hereby, are within the
         Initial Borrower's corporate or similar powers, have been duly
         authorized by all necessary corporate or similar action, and do not
         contravene (i) the Initial Borrower's organizational documents or
         by-laws, (ii) any law applicable to the Initial Borrower or (iii) any
         indenture or other agreement governing Debt or other material agreement
         or other instrument binding upon the Company, any of its Subsidiaries
         or any of their properties, or give rise to a right thereunder to
         require the Company or any of its Subsidiaries to make any payment
         thereunder.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery
         and performance by the Initial Borrower of this Agreement or the Notes
         to be delivered by it, except as have been obtained or made and are in
         full force and effect or where the failure to obtain the same would not
         have a Material Adverse Effect.

                                       43


                  (d) This Agreement has been, and each of the Notes to be
         delivered by it when delivered hereunder will have been, duly executed
         and delivered by the Initial Borrower. This Agreement is, and each of
         the Notes to which it is a party, when delivered hereunder will be, the
         legal, valid and binding obligation of the Initial Borrower enforceable
         against the Initial Borrower in accordance with their respective terms,
         subject to applicable bankruptcy, insolvency, reorganization,
         moratorium and other laws affecting creditors' rights generally and
         subject to general principles of equity, regardless of whether
         considered in a proceeding in equity or at law.

                  (e) The Consolidated balance sheet of the Company and its
         Subsidiaries as at December 31, 2006, and the related Consolidated
         statements of income and cash flows of the Company and its Subsidiaries
         for the fiscal year then ended, accompanied by an opinion of
         PricewaterhouseCoopers LLP, independent public accountants, duly
         certified by the chief financial officer of the Company, copies of
         which have been furnished to each Lender, fairly present, in all
         material respects, the Consolidated financial condition of the Company
         and its Subsidiaries as at such dates and the Consolidated results of
         the operations of the Company and its Subsidiaries for the periods
         ended on such dates, all in accordance with generally accepted
         accounting principles consistently applied. Except for the Disclosed
         Matters, no Material Adverse Change has occurred and is continuing
         since December 31, 2006.

                  (f) There is no pending or threatened action, suit,
         investigation, litigation or proceeding, including, without limitation,
         any Environmental Action, affecting the Company or any of its
         Subsidiaries before any court, governmental agency or arbitrator that
         (i) except for the Disclosed Matters, could reasonably be expected to
         result in a Material Adverse Effect or (ii) purports to affect the
         legality, validity or enforceability of this Agreement or any Note or
         the consummation of the transactions contemplated hereby.

                  (g) Following application of the proceeds of each Advance, not
         more than 25 percent of the value of the assets (either of the
         applicable Borrower only or of such Borrower and its Subsidiaries on a
         Consolidated basis) subject to the provisions of Section 5.02(a) or
         5.02(d) or subject to any restriction contained in any agreement or
         instrument between such Borrower and any Lender or any Affiliate of any
         Lender relating to Debt and within the scope of Section 6.01(d) will be
         margin stock (within the meaning of Regulation U issued by the Board of
         Governors of the Federal Reserve System).

                  (h) No Borrower is an "investment company", or a company
         "controlled" by an "investment company", within the meaning of the
         Investment Company Act of 1940, as amended.

                  (i) Neither the Information Memorandum nor any other
         information, exhibit or report furnished by or on behalf of the Company
         or any other Borrower to the Agent or any Lender in connection with the
         negotiation and syndication of this Agreement or pursuant to the terms
         of this Agreement (as modified or supplemented by other information so
         furnished, when taken together as a whole and with the Disclosed
         Matters)

                                       44


         contained any untrue statement of a material fact or omitted to state a
         material fact necessary to make the statements made therein, in light
         of the circumstances under which they were made, not misleading in any
         material respect, provided that, with respect to projected financial
         information, the Company represents only that such information was
         prepared in good faith based on assumptions believed to be reasonable
         at the time, it being recognized by the Agent and the Lenders that such
         projections as to future events are not to be viewed as facts and that
         actual results during the period or periods covered by any such
         projections may differ from the projected results and that such
         differences may be material.


                                    ARTICLE V

                            COVENANTS OF THE COMPANY

                  SECTION 5.01. Affirmative Covenants. So long as any Advance
shall remain unpaid, any Letter of Credit is outstanding or any Lender shall
have any Commitment hereunder, the Company will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply with all applicable laws, rules, regulations and
         orders, such compliance to include, without limitation, compliance with
         ERISA, Environmental Laws and the Patriot Act, except where failures to
         do so, in the aggregate, could not reasonably be expected to result in
         a Material Adverse Effect.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         provided, however, that neither the Company nor any of its Subsidiaries
         shall be required to pay or discharge any such tax, assessment, charge
         or claim (x) that is being contested in good faith and by proper
         proceedings and as to which appropriate reserves are being maintained
         or (y) as to which failure to make payment could not reasonably be
         expected to result in a Material Adverse Effect.

                  (c) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Company or such Subsidiary operates; provided, however, that the
         Company and its Subsidiaries may self-insure to the extent it
         determines in its good faith reasonable business judgment that such
         insurance is consistent with prudent business practice.

                  (d) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its corporate existence, rights (charter and statutory) and franchises;
         provided, however, that the foregoing shall not prohibit (i) any merger
         or consolidation permitted under Section 5.02(b) or any liquidation or
         dissolution of any Subsidiary that is not a Borrower, or (ii) failures
         (other

                                       45


         than with respect to the existence of any Borrower) that, in the
         aggregate, could not reasonably be expected to have a Material Adverse
         Effect.

                  (e) Visitation Rights. At any reasonable time and from time to
         time during normal business hours, permit the Agent or any of the
         Lenders or any agents or representatives thereof (other than financial
         advisors or similar persons), to examine and make abstracts from the
         records and books of account of, and visit the properties of, the
         Company and any of its Subsidiaries, and to discuss the affairs,
         finances and accounts of the Company and any of its Subsidiaries with
         any of their officers or directors and with their independent certified
         public accountants (in the presence of the officers of the Company or
         such Subsidiary); provided that (a) except as provided in Section 9.04
         hereof, any inspection by any Lender or the Agent or any such
         representative shall be at such Lender's or the Agent's own expense, as
         applicable, (b) the Lenders shall coordinate the timing of their
         inspections and provide reasonable notice thereof and (c) unless an
         Event of Default shall have occurred and be continuing, such
         inspections, visitations and/or examinations shall be limited to once
         during any calendar year for each Lender.

                  (f) Keeping of Books. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account, in which full and correct
         entries shall be made in a manner sufficient to enable the Company to
         prepare consolidated financial statements in accordance with GAAP.

                  (g) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are material to the conduct of its business in good
         working order and condition, ordinary wear and tear excepted, except
         where all failures to do so could not reasonably be expected to have a
         Material Adverse Effect.

                  (h) Transactions with Affiliates. Conduct, and cause each of
         its Wholly-Owned Subsidiaries to conduct, all transactions otherwise
         permitted under this Agreement with any of their Affiliates on terms no
         less favorable in any material respect to the Company or such
         Subsidiary than it would obtain in its good faith judgment in a
         comparable arm's-length transaction with a Person not an Affiliate,
         except for: (i) transactions between the Company and its Subsidiaries
         or between the Company's Subsidiaries; (ii) any compensation or similar
         arrangements approved by the board of directors or other governing body
         of the Company or the respective Subsidiary or entered into in the
         ordinary course of business; (iii) issuances of Equity Securities of
         the Company; (iv) transactions existing on the date hereof; and (v)
         transactions with Fuji Xerox, Xerox Capital Services, LLC, any Finance
         SPE or any Subsidiary, joint venture or other arrangement created in
         connection with any Third-Party Vendor Financing Program or any other
         receivables financing, and the provision of billing, collection and
         other services in connection with the foregoing.

                  (i) Reporting Requirements. Furnish to the Agent for
         distribution to each Lender:

                                       46


                           (i) as soon as available and in any event within 60
                  days after the end of each of the first three quarters of each
                  fiscal year of the Company, the Consolidated balance sheet of
                  the Company and its Subsidiaries as of the end of such quarter
                  and Consolidated statements of income and cash flows of the
                  Company and its Subsidiaries for the period commencing at the
                  end of the previous fiscal year and ending with the end of
                  such quarter, duly certified (subject to year-end audit
                  adjustments) by a Financial Officer as having been prepared in
                  accordance with GAAP and a certificate of a Financial Officer
                  certifying whether or not any Responsible Officer has
                  knowledge as to whether a Default has occurred and is
                  continuing and, if a Default has occurred and is continuing,
                  specifying the details thereof and any action taken or
                  proposed to be taken with respect thereto and setting forth in
                  reasonable detail the calculations necessary to demonstrate
                  compliance with Section 5.03;

                           (ii) as soon as available and in any event within 90
                  days after the end of each fiscal year of the Company, a copy
                  of the annual audit report for such year for the Company and
                  its Subsidiaries, containing the Consolidated balance sheet of
                  the Company and its Subsidiaries as of the end of such fiscal
                  year and Consolidated statements of income and cash flows of
                  the Company and its Subsidiaries for such fiscal year, in each
                  case accompanied by an opinion without qualification by
                  PricewaterhouseCoopers LLP or other independent public
                  accountants of recognized national standing and a certificate
                  of a Financial Officer certifying whether or not any
                  Responsible Officer has knowledge as to whether a Default has
                  occurred and is continuing and, if a Default has occurred and
                  is continuing, specifying the details thereof and any action
                  taken or proposed to be taken with respect thereto and setting
                  forth in reasonable detail the calculations necessary to
                  demonstrate compliance with Section 5.03;

                           (iii) promptly after a Responsible Officer has
                  knowledge of the occurrence of each Default continuing on the
                  date of such statement, a statement of a Financial Officer
                  setting forth details of such Default and the action that the
                  Company has taken and proposes to take with respect thereto;

                           (iv) promptly after the filing thereof, copies of all
                  periodic reports, proxy statements and current reports on Form
                  8-K that the Company files with the SEC;

                           (v) promptly after a Responsible Officer has
                  knowledge of the commencement thereof, notice of all actions
                  and proceedings before any court, governmental agency or
                  arbitrator affecting the Company or any of its Subsidiaries of
                  the type described in Section 4.01(f); and

                           (vi) such other information regarding the operations,
                  business affairs and financial condition of the Company or any
                  of its Subsidiaries, or regarding compliance with this
                  Agreement, as any Lender through the Agent may from time to
                  time reasonably request;

                                       47


                  The Company shall be deemed to have delivered the financial
         statements and other information referred to in subclauses (i), (ii),
         (iv) and (v) of this Section 5.01(i), when (A) such SEC filings,
         financials or other information have been posted on the Internet
         website of the SEC (http://www.sec.gov) or on the Company's own
         internet website as previously identified to the Agent and Lenders and
         (B) the Company has notified the Agent by electronic mail of such
         posting. If the Agent or a Lender requests such SEC filings, financial
         statements or other information to be delivered to it in hard copies,
         the Company shall furnish to the Agent or such Lender, as applicable,
         such statements accordingly, provided that no such request shall affect
         that such SEC filings, financial statements or other information have
         been deemed to have been delivered in accordance with the terms of the
         immediately preceding sentence.

                  (j) Covenant to Guarantee Obligations. (i) On any date after
         the Effective Date that any Domestic Subsidiary incurs any Debt of the
         types described in clause (g) or (h) of the definition of "Debt" in
         respect of Guaranteed Debt (as defined in the definition of "Debt") for
         borrowed money of the Company having an outstanding principal amount of
         more than $100,000,000, or (ii) on any date after the Effective Date
         following a written request by the Company to the Agent stating the
         Company's intention to add a Guarantor hereunder, then the Company
         shall, at its own expense:

                           (A) promptly and in any event within 10 Business Days
                  after such incurrence, cause each such Domestic Subsidiary to
                  duly execute and deliver to the Agent a guaranty, in form and
                  substance reasonably satisfactory to the Agent, guaranteeing
                  the obligations of the Borrowers under this Agreement and the
                  Notes (x) in the case of clause (i) above, to the same extent
                  as such Domestic Subsidiary guarantees such Guaranteed Debt
                  for borrowed money of the Company, or (y) in the case of
                  clause (ii) above, pursuant to a guaranty that is
                  substantially similar to Article VII hereof and in form and
                  substance reasonably satisfactory to the Agent; and

                           (B) upon the request of the Agent in its sole
                  discretion, deliver to the Agent within 30 days after such
                  request a signed copy of a favorable opinion, addressed to the
                  Agent and the Lenders, of counsel for such Domestic Subsidiary
                  reasonably acceptable to the Agent as to such guaranties,
                  guaranty supplements, being legal, valid and binding
                  obligations of each Domestic Subsidiary party thereto
                  enforceable in accordance with their terms.

         provided, however, that any guaranty by a Domestic Subsidiary shall be
         terminated upon the request of the Company delivered to the Agent,
         provided that any guaranty delivered in accordance with Section
         5.01(j)(i) shall be terminated only upon delivery by the Company to the
         Agent of evidence of (x) the payment in full and satisfaction of all of
         the obligations relating to the Guaranteed Debt for borrowed money of
         the Company that caused the incurrence of Debt by such Domestic
         Subsidiary or (y) the release and discharge in full of the guaranty in
         respect of such Guaranteed Debt.

                                       48


                  SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid, any Letter of Credit is outstanding or any Lender shall have any
Commitment hereunder, the Company will not:

                  (a) Liens, Etc. Create or suffer to exist, or permit any of
         its Material Subsidiaries to create or suffer to exist, any Lien on or
         with respect to any of its properties, whether now owned or hereafter
         acquired, or assign, or permit any of its Material Subsidiaries to
         assign, any right to receive income, in each case to secure Debt of any
         Person, other than:

                           (i)  Permitted Liens;

                           (ii) (x) the Liens existing on the Effective Date and
                  described on Schedule 5.02(a) hereto and (y) other Liens
                  existing on the Effective Date that secure Debt existing on
                  the date hereof the aggregate outstanding principal amount of
                  which does not exceed $50,000,000;

                           (iii) Liens under any Qualified Receivables
                  Transaction or Third-Party Vendor Financing Programs, of which
                  not more than $500,000,000, in the aggregate outstanding at
                  any time secured by such Liens, may be treated as off the
                  Company's Consolidated balance sheet;

                           (iv) purchase money Liens upon or in any real
                  property, equipment or any fixed or capital assets acquired or
                  held by the Company or any Material Subsidiary to secure the
                  purchase price of such property, equipment or assets or to
                  secure Debt incurred solely for the purpose of financing the
                  acquisition, construction or improvement of such property,
                  equipment or assets, in each case created within 180 days of
                  any such acquisition or the completion of such construction or
                  improvement, or Liens existing on such property, equipment or
                  assets at the time of its acquisition (other than any such
                  Liens created in contemplation of such acquisition that were
                  not incurred to finance the acquisition of such property), or
                  Liens securing capital lease obligations;

                           (v) any Lien existing on any property before the
                  acquisition thereof by the Company or any Subsidiary of the
                  Company, and Liens on property of a Person existing at the
                  time such Person is merged into or consolidated with the
                  Company or any Subsidiary of the Company or becomes a Material
                  Subsidiary of the Company; provided that such Liens were not
                  created in contemplation of such merger, consolidation or
                  acquisition and do not extend to any assets other than those
                  of the Person so merged into or consolidated with the Company
                  or such Subsidiary or acquired by the Company or such
                  Subsidiary;

                           (vi) other Liens securing Debt which, together with
                  Debt permitted under Section 5.02(c)(viii) below, does not
                  exceed (without duplication) at the time such Lien is created
                  an aggregate principal amount of $750,000,000 outstanding, of
                  which not more than $350,000,000 may secure outstanding Debt
                  of the Company and its Material Subsidiaries that are Domestic
                  Subsidiaries;

                                       49


                           (vii) the replacement, extension or renewal of any
                  Lien permitted by clause (ii), (iv) or (v) above upon or in
                  the same property theretofore subject thereto, provided that
                  the replacement, extension or renewal of the Debt secured
                  thereby shall have occurred without any (A) increase in the
                  amount thereof other than to finance fees and expenses
                  incurred in connection with such extension, renewal,
                  refinancing or replacement, or (B) change in any direct or
                  contingent obligor thereunder; and

                           (viii) Liens securing Debt owing to the Company or
                  any of its Subsidiaries.

                  (b) Mergers, Etc. Merge or consolidate with or into any
         Person, or permit any of its Material Subsidiaries to do so, except:

                           (i) mergers between the Company and its Subsidiaries
                  in which the Company is the surviving entity;

                           (ii) mergers between Subsidiaries of the Company,
                  provided that if one of such Subsidiaries is a Borrower
                  hereunder, the surviving entity is, or becomes, a Borrower
                  hereunder;

                           (iii) mergers with a third-party in which the Company
                  is the surviving entity or where the surviving entity is, or
                  becomes, a Subsidiary of the Company;

                           (iv) mergers of a Subsidiary of the Company with a
                  third-party as part of a sale or other disposition of all or
                  any part of such Subsidiary not prohibited by Section 5.02(d);
                  and

                           (v) liquidations of any Subsidiary of the Company;
                  provided that, if such Subsidiary is a Borrower, its parent is
                  or becomes a Borrower;

         provided, in each case, that no Default shall have occurred and be
         continuing at the time of such proposed transaction or would result
         therefrom.

                  (c) Subsidiary Debt. Permit any of its Wholly-Owned
         Subsidiaries that are not Guarantors to create or suffer to exist any
         Debt, other than:

                           (i) Debt in connection with Qualified Receivables
                  Transactions and Third-Party Vendor Financing Programs;

                           (ii) Debt existing on the Effective Date;

                           (iii) Debt owed to the Company or to any Subsidiary
                  of the Company;

                           (iv) Debt (including, without limitation, capital
                  leases) incurred solely for the purpose of financing the
                  acquisition, construction or improvement of any real property,
                  business, equipment or fixed or capital asset acquired or held
                  by the

                                       50


                  Company or any Subsidiary, in each case incurred within 180
                  days of any such acquisition, construction or improvement;

                           (v) Debt secured by Liens permitted under Section
                  5.02(a)(v) and Debt existing at the time any Person is merged
                  into or consolidated with the Company or any Subsidiary of the
                  Company or becomes a Subsidiary of the Company;

                           (vi) Debt incurred by Foreign Subsidiaries for
                  working capital purposes or otherwise in the ordinary course
                  of business (but excluding, in any event, any public capital
                  markets Debt);

                           (vii) Debt in respect of acceptances, letters of
                  credit or similar extensions of credit that (A) do not support
                  obligations for borrowed money prohibited hereby and (B) are
                  not drawn upon (or, if drawn upon, are reimbursed within five
                  Business Days following payment thereof);

                           (viii) other Debt which, together with Debt secured
                  by Liens permitted under Section 5.02(a)(vi) above, does not
                  exceed (without duplication) at the time such Debt is incurred
                  an aggregate principal amount of $750,000,000 outstanding, of
                  which not more than $350,000,000 outstanding may be incurred
                  by Wholly-Owned Subsidiaries that are Domestic Subsidiaries;

                           (ix) indorsement of negotiable instruments for
                  deposit or collection or similar transactions in the ordinary
                  course of business;

                           (x) Debt arising from the honoring by a bank or other
                  financial institution of a check, draft or similar instrument
                  inadvertently (except in the case of daylight overdrafts)
                  drawn against insufficient funds in the ordinary course of
                  business, provided that such Debt is extinguished within five
                  Business Days of incurrence;

                           (xi) Debt under direct or indirect guarantees in
                  respect of, or obligations (contingent or otherwise) to
                  purchase or acquire, or otherwise to assure a creditor against
                  loss in respect of, Debt of another Wholly-Owned Subsidiary of
                  the Company not prohibited by this Section 5.02(c);

                           (xii) Debt extending the maturity of, or refunding or
                  refinancing, in whole or in part, the Debt existing or
                  permitted to be incurred under clauses (ii), (iv) and (v)
                  above or Debt incurred by a Finance SPE, provided that such
                  extension, renewal, refinancing or replacement shall have
                  occurred without (A) increase in the amount thereof other than
                  to finance fees and expenses incurred in connection with such
                  extension, renewal, refinancing or replacement, or (B) unless
                  the Debt extending, renewing, refinancing or replacing secured
                  Debt is unsecured, any change in any direct or contingent
                  obligor thereunder; and

                           (xiii) Debt under this Agreement and the Notes.

                                       51


                  (d) Sale of All or Substantially All Assets. Sell, lease,
         transfer or otherwise dispose of all or substantially all of its
         assets, in each case for the Company and the Company and its
         Subsidiaries taken as a whole, except in connection with (i) a
         transaction authorized by Section 5.02(b) or (ii) any Qualified
         Receivables Transaction or Third-Party Vendor Financing Programs.

                  (e) Payment Restrictions Affecting Subsidiaries. Directly or
         indirectly, enter into or suffer to exist, or permit any of its
         Material Subsidiaries to enter into or suffer to exist, any agreement
         or arrangement limiting the ability of any of its Material Subsidiaries
         (x) to create or permit to exist any Lien on any of its property or (y)
         to declare or pay dividends or other distributions in respect of its
         Equity Interests or repay or prepay any Debt owed to, make loans or
         advances to, or otherwise transfer assets to or make investments in,
         the Company or any Material Subsidiary of the Company (including
         through a covenant restricting dividends, loans, asset transfers or
         investments or a financial covenant which has the effect thereof),
         except (i) restrictions, limitations, conditions and prohibitions
         existing on the date hereof, (ii) restrictions, limitations, conditions
         and prohibitions under or imposed by any indenture, agreement or
         instrument existing on the date hereof (including this Agreement) and
         any similar indentures, agreements or instruments to the extent such
         restrictions, limitations conditions and prohibitions are no more
         restrictive than those set forth in such existing indentures,
         agreements or instruments, (iii) any agreement in effect at the time a
         Person first became a Material Subsidiary of the Company, so long as
         such agreement was not entered into solely in contemplation of such
         Person becoming a Material Subsidiary of the Company, (iv) any
         restrictions consisting of customary provisions restricting assignment,
         subletting or other transfers contained in leases, licenses and joint
         ventures and other agreements so long as such restrictions do not
         extend to assets other than those that are the subject of such lease,
         license, joint venture or other agreement, (v) restrictions with
         respect to any asset or Subsidiary of the Company pending the close of
         the sale of such asset or such Subsidiary, (vi) any restriction or
         encumbrance on the transfer of any assets subject to the Liens
         permitted by Section 5.02(a), (vii) under applicable law (including at
         the direction of any regulatory agency or department), or (viii)
         restrictions, limitations, conditions and prohibitions imposed in
         respect of the types of assets subject to, and any other restrictions
         consisting of customary provisions in connection with, any Third-Party
         Vendor Financing Program or any Qualified Receivables Transaction.

                  (f) Speculative Hedge Agreements. Engage, or permit any of its
         Material Subsidiaries to engage, in any transaction involving Hedge
         Agreements except in the ordinary course of business and not for
         speculative purposes.

                  (g) Change in Nature of Business. Engage, together with its
         Wholly-Owned Subsidiaries (other than IP Companies), in any business as
         their principal lines of business, taken as a whole, other than the
         principal lines of business engaged in by the Company and its
         Subsidiaries, taken as a whole, on the date hereof and similar or
         related businesses. For purposes of the foregoing, "IP Company" means
         any Person, whether now existing or hereafter formed, in which the
         Company or any of its Wholly-Owned Subsidiaries owns or acquires any
         Equity Interests, which Person has, as its sole primary business, one
         or more of the following: (i) research and development, (ii) the
         generation

                                       52


         or management of intellectual property, (iii) the commercialization or
         maximization of the value of intellectual property developed by or
         transferred to such Person by the Company or one or more of its
         Wholly-Owned Subsidiaries, and (iv) activities incidental thereto.

                  SECTION 5.03. Financial Covenants. So long as any Advance
shall remain unpaid, any Letter of Credit is outstanding or any Lender shall
have any Commitment hereunder, the Company will, with respect to each Fiscal
Quarter occurring after the date hereof:

                  (a) Leverage Ratio. Maintain a ratio of Debt for Borrowed
         Money as of the end of such Fiscal Quarter to Consolidated EBITDA for
         the period of four Fiscal Quarters then ended of not greater than the
         amount set forth below for each period set forth below:

                  ----------------------------------------------- ------------
                  Fiscal Quarter(s) ended                            Ratio
                  ----------------------------------------------- ------------
                  On or prior to June 30, 2007                       4.00:1
                  ----------------------------------------------- ------------
                  September 30, 2007 through December 31, 2007       3.75:1
                  ----------------------------------------------- ------------
                  March 31, 2008 through December 31, 2008           3.50:1
                  ----------------------------------------------- ------------
                  March 31, 2009 and thereafter                      3.25:1
                  ----------------------------------------------- ------------


                  (b) Interest Coverage Ratio. Maintain a ratio of Consolidated
         EBITDA to Consolidated Interest Expense, in each case for the period of
         four Fiscal Quarters then ended of not less than 3.00:1.


                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a) The Company or any other Borrower shall fail to pay any
         principal of any Advance when the same becomes due and payable; or the
         Company or any other Borrower shall fail to pay any interest on any
         Advance or make any other payment of fees or other amounts payable
         under this Agreement or any Note within three Business Days after the
         same becomes due and payable; or

                  (b) Any representation or warranty made by any Borrower herein
         or by any Borrower in connection with this Agreement or by any
         Designated Subsidiary in the Designation Agreement pursuant to which
         such Designated Subsidiary became a Borrower hereunder shall prove to
         have been incorrect in any material respect when made; or

                                       53


                  (c) (i) The Company shall fail to perform or observe any term,
         covenant or agreement contained in Section 5.01(d) (with respect to any
         Borrower), (h), (i)(iii) or (i)(v), 5.02 or 5.03, (ii) the Company
         shall fail to perform or observe any term, covenant or agreement
         contained in Section 5.01(i)(i), (ii), (iv) or (vi) if such failure
         shall remain unremedied for five Business Days after written notice
         thereof shall have been given to the Company by the Agent at the
         request of any Lender, or (iii) the Company shall fail to perform or
         observe any other term, covenant or agreement contained in this
         Agreement on its part to be performed or observed if such failure shall
         remain unremedied for 30 days after written notice thereof shall have
         been given to the Company by the Agent at the request of any Lender; or

                  (d) The Company or any of its Wholly-Owned Subsidiaries shall
         fail to pay any principal of or premium or interest on any Debt that is
         outstanding in a principal amount, or net obligations in respect of
         Hedge Agreements, of at least $100,000,000 in the aggregate (but
         excluding Debt outstanding hereunder) of the Company or such
         Wholly-Owned Subsidiary (as the case may be), when the same becomes due
         and payable (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise), and such failure shall continue
         after the applicable grace period, if any, specified in the agreement
         or instrument relating to such Debt; or any other event shall occur or
         condition shall exist under any agreement or instrument relating to any
         such Debt or Hedge Agreement obligations and shall continue after the
         applicable grace period, if any, specified in such agreement or
         instrument, if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Debt or Hedge
         Agreement obligations; or any such Debt or Hedge Agreement obligations
         shall be declared to be due and payable, or required to be prepaid or
         redeemed (other than by a regularly scheduled required prepayment or
         redemption, or in the case of secured Debt that becomes due as a result
         of a voluntary sale or transfer of the property securing such Debt),
         purchased or defeased, or an offer to prepay, redeem, purchase or
         defease such Debt or Hedge Agreement obligations shall be required to
         be made (other than in the case of secured Debt that becomes due as a
         result of a voluntary sale or transfer of the property securing such
         Debt), in each case prior to the stated maturity thereof; or

                  (e) The Company, any of its Material Subsidiaries or any other
         Borrower shall generally not pay its debts as such debts become due, or
         shall admit in writing its inability to pay its debts generally, or
         shall make a general assignment for the benefit of creditors; or any
         proceeding shall be instituted by or against the Company, any of its
         Material Subsidiaries or any other Borrower seeking to adjudicate it a
         bankrupt or insolvent, or seeking liquidation, winding up,
         reorganization, arrangement, adjustment, protection, relief, or
         composition of it or its debts under any law relating to bankruptcy,
         insolvency or reorganization or relief of debtors, or seeking the entry
         of an order for relief or the appointment of a receiver, trustee,
         custodian or other similar official for it or for any substantial part
         of its property and, in the case of any such proceeding instituted
         against it (but not instituted by it), either such proceeding shall
         remain undismissed or unstayed for a period of 60 days, or any of the
         actions sought in such proceeding (including, without limitation, the
         entry of an order for relief against, or the appointment of a receiver,
         trustee, custodian or other similar official for, it or for any
         substantial part of its property) shall occur; or the Company, any of
         its Material Subsidiaries or any other

                                       54


         Borrower shall take any corporate action to authorize any of the
         actions set forth above in this subsection (e); or

                  (f) Judgments or orders for the payment of money in excess of
         $100,000,000 in the aggregate shall be rendered against the Company or
         any of its Wholly-Owned Subsidiaries and either (i) enforcement
         proceedings to attach or levy upon any assets of the Company or its
         Wholly-Owned Subsidiaries shall have been commenced by any creditor to
         enforce such judgment or order or (ii) such judgment or order shall not
         be discharged and there shall be any period of 45 consecutive days
         during which a stay of enforcement of such judgment or order, by reason
         of a pending appeal or otherwise, shall not be in effect; provided,
         however, that any such judgment or order shall not be subject to this
         Section 6.01(f) to the extent and for so long as (x) the amount of such
         judgment or order is covered by a valid and binding policy of insurance
         between the defendant and the insurer covering payment thereof and (y)
         such insurer, which shall be rated at least "A-" by A.M. Best Company,
         has been notified of, and has not denied in writing the claim made for
         payment of, the amount of such judgment or order; or

                  (g) (i) Any Person or two or more Persons acting in concert
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 of the Securities and Exchange Commission under the Securities
         Exchange Act of 1934), directly or indirectly, of Voting Stock of the
         Company (or other securities convertible into such Voting Stock)
         representing 35% or more of the combined voting power of all Voting
         Stock of the Company; or (ii) during any period of up to 24 consecutive
         months, commencing after the date of this Agreement, individuals who at
         the beginning of such 24-month period were directors of the Company,
         together with individuals who were either (x) elected by a majority of
         the remaining members of the board of directors of the Company, (y)
         nominated for election by a majority of the remaining members of the
         board of directors of the Company or (z) appointed by directors so
         nominated, shall cease for any reason to constitute a majority of the
         board of directors of the Company; or

                  (h) The Company or any of its ERISA Affiliates shall incur, or
         shall be reasonably likely to incur liability in excess of $100,000,000
         in the aggregate in any year as a result of one or more of the
         following: (i) the occurrence of any ERISA Event; (ii) the partial or
         complete withdrawal of the Company or any of its ERISA Affiliates from
         a Multiemployer Plan; or (iii) the reorganization or termination of a
         Multiemployer Plan; or

                  (i) so long as any Subsidiary of the Company is a Borrower,
         any provision of Article VII shall for any reason cease to be valid and
         binding on or enforceable against the Company, or the Company shall so
         state in writing; or

                  (j) so long as any Subsidiary of the Company is a Borrower,
         80% (90% in the case of PARC) of the Equity Interest of such Borrower
         shall for any reason cease to be owned, directly or indirectly, by the
         Company;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrowers, declare the
obligation of each Lender to make

                                       55


Advances (other than Advances to be made by a Lender pursuant to Section 2.02(b)
or by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the
Issuing Banks to issue Letters of Credit to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrowers, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by each Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to the
Company or any other Borrower under the Federal Bankruptcy Code, (A) the
obligation of each Lender to make Advances (other than Advances to be made by a
Lender pursuant to Section 2.02(b) or by an Issuing Bank or a Lender pursuant to
Section 2.03(c)) and of the Issuing Banks to issue Letters of Credit shall
automatically be terminated and (B) the Advances, all such interest and all such
amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by each Borrower.

                  SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrowers to, and forthwith upon such
demand the Borrowers will, (a) pay to the Agent on behalf of the Lenders in same
day funds at the Agent's office designated in such demand, for deposit in the
L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of
all Letters of Credit then outstanding or (b) make such other arrangements in
respect of the outstanding Letters of Credit as shall be acceptable to the
Required Lenders and not more disadvantageous to the Borrowers than clause (a);
provided, however, that in the event of an actual or deemed entry of an order
for relief with respect to any Borrower under the Federal Bankruptcy Code, an
amount equal to the aggregate Available Amount of all outstanding Letters of
Credit shall be immediately due and payable to the Agent for the account of the
Lenders without notice to or demand upon the Borrowers, which are expressly
waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any
time an Event of Default is continuing the Agent determines that any funds held
in the L/C Cash Deposit Account are subject to any right or claim of any Person
other than the Agent and the Lenders or that the total amount of such funds is
less than the aggregate Available Amount of all Letters of Credit, the Borrowers
will, forthwith upon demand by the Agent, pay to the Agent, as additional funds
to be deposited and held in the L/C Cash Deposit Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Deposit Account that the Agent
determines to be free and clear of any such right and claim. Upon the drawing of
any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit
Account, such funds shall be applied to reimburse the Issuing Banks to the
extent permitted by applicable law. After all such Letters of Credit shall have
expired or been fully drawn upon and all other obligations of the Borrowers
hereunder and under the Notes shall have been paid in full, the balance, if any,
in such L/C Cash Deposit Account shall be returned to the Borrowers.

                                   ARTICLE VII

                                       56


                                    GUARANTY

                  SECTION 7.01. Unconditional Guaranty. The Company hereby
absolutely, unconditionally and irrevocably guarantees the punctual payment when
due, whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all obligations of each other Borrower now
or hereafter existing under or in respect of this Agreement and the Notes
(including, without limitation, any extensions, modifications, substitutions,
amendments or renewals of any or all of the foregoing obligations), whether
direct or indirect, absolute or contingent, and whether for principal, interest,
premiums, fees, indemnities, contract causes of action, costs, expenses or
otherwise (such obligations being the "Guaranteed Obligations"), and agrees to
pay any and all out-of-pocket expenses (including, without limitation,
reasonable fees and expenses of counsel) incurred by the Agent or any Lender in
enforcing any rights under this Agreement. Without limiting the generality of
the foregoing, the Company's liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by such Borrower
to the Agent or any Lender under or in respect of this Agreement and the Notes
but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving such
Borrower.

                  SECTION 7.02. Guaranty Absolute. (a) The Company guarantees
that the Guaranteed Obligations will be paid strictly in accordance with the
terms of this Agreement and the Notes, regardless of any law, regulation, decree
or order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Agent or any Lender with respect thereto. The
obligations of the Company under or in respect of this Guaranty are independent
of the Guaranteed Obligations or any other obligations of any other Borrower
under or in respect of this Agreement and the Notes, and a separate action or
actions may be brought and prosecuted against the Company to enforce this
Guaranty, irrespective of whether any action is brought against any Borrower or
whether any Borrower is joined in any such action or actions. The liability of
the Company under this Guaranty shall be irrevocable, absolute and unconditional
irrespective of, and the Company hereby irrevocably waives any defenses it may
now have or hereafter acquire in any way relating to, any or all of the
following:

                  (a) any lack of validity or enforceability of this Agreement,
         any Note or any agreement or instrument relating thereto;

                  (b) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guaranteed Obligations or any
         other obligations of any Borrower under or in respect of this Agreement
         and the Notes, or any other amendment or waiver of or any consent to
         departure from this Agreement or any Note, including, without
         limitation, any increase in the Guaranteed Obligations resulting from
         the extension of additional credit to any Borrower or any of its
         Subsidiaries or otherwise;

                  (c) any taking, exchange, release or non-perfection of any
         collateral, or any taking, release or amendment or waiver of, or
         consent to departure from, any other guaranty, for all or any of the
         Guaranteed Obligations;

                  (d) any manner of application of any collateral, or proceeds
         thereof, to all or any of the Guaranteed Obligations, or any manner of
         sale or other disposition of any

                                       57


         collateral for all or any of the Guaranteed Obligations or any other
         obligations of any Borrower under this Agreement and the Notes or any
         other assets of any Borrower or any of its Subsidiaries;

                  (e) any change, restructuring or termination of the corporate
         structure or existence of any Borrower or any of its Subsidiaries;

                  (f) any failure of the Agent or any Lender to disclose to the
         Company any information relating to the business, condition (financial
         or otherwise), operations, performance, properties or prospects of any
         Borrower now or hereafter known to the Agent or such Lender (the
         Company waiving any duty on the part of the Agent and the Lenders to
         disclose such information);

                  (g) the failure of any other Person to execute or deliver this
         Guaranty or any other guaranty or agreement or the release or reduction
         of liability of the Company or other guarantor or surety with respect
         to the Guaranteed Obligations; or

                  (h) any other circumstance (including, without limitation, any
         statute of limitations) or any existence of or reliance on any
         representation by the Agent or any Lender that might otherwise
         constitute a defense available to, or a discharge of, any Borrower or
         any other guarantor or surety (other than payment of such Guaranteed
         Obligations).

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Agent or any Lender or any other Person
upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise,
all as though such payment had not been made.

                  SECTION 7.03. Waivers and Acknowledgments. (a) The Company
hereby unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that the
Agent or any Lender protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Borrower or
any other Person or any collateral.

                  (b) The Company hereby unconditionally and irrevocably waives
         any right to revoke this Guaranty and acknowledges that this Guaranty
         is continuing in nature and applies to all Guaranteed Obligations,
         whether existing now or in the future.

                  (c) The Company hereby unconditionally and irrevocably waives
         (i) any defense arising by reason of any claim or defense based upon an
         election of remedies by the Agent or any Lender that in any manner
         impairs, reduces, releases or otherwise adversely affects the
         subrogation, reimbursement, exoneration, contribution or
         indemnification rights of the Company or other rights of the Company to
         proceed against any Borrower, any other guarantor or any other Person
         or any collateral and (ii) any defense based on any right of set-off or
         counterclaim against or in respect of the

                                       58


         obligations of the Company hereunder (other than payment of such
         Guaranteed Obligations).

                  (d) The Company hereby unconditionally and irrevocably waives
         any duty on the part of the Agent or any Lender to disclose to the
         Company any matter, fact or thing relating to the business, condition
         (financial or otherwise), operations, performance, properties or
         prospects of any Borrower or any of its Subsidiaries now or hereafter
         known by the Agent or such Lender.

                  (e) The Company acknowledges that it will receive substantial
         direct and indirect benefits from the financing arrangements
         contemplated by this Agreement and the Notes and that the waivers set
         forth in Section 7.02 and this Section 7.03 are knowingly made in
         contemplation of such benefits.

                  SECTION 7.04. Subrogation. The Company hereby unconditionally
and irrevocably agrees not to exercise any rights that it may now have or
hereafter acquire against any Borrower or any other insider guarantor that arise
from the existence, payment, performance or enforcement of the Company's
obligations under or in respect of this Guaranty, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the Agent
or any Lender against any Borrower or any other insider guarantor or any
collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any Borrower or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash, all Letters of Credit shall have
expired or been terminated and the Commitments shall have expired or been
terminated. If any amount shall be paid to the Company in violation of the
immediately preceding sentence at any time prior to the latest of (a) the
payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty, (b) the Termination Date and (c) the latest date of
expiration or termination of all Letters of Credit, such amount shall be
received and held in trust for the benefit of the Agent and the Lenders, shall
be segregated from other property and funds of the Company and shall forthwith
be paid or delivered to the Agent in the same form as so received (with any
necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Guaranty,
whether matured or unmatured, in accordance with the terms of this Agreement and
the Notes, or to be held as collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising. If (i) the Company shall
make payment to the Agent or any Lender of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been paid in full in cash, (iii) the
Termination Date shall have occurred and (iv) all Letters of Credit shall have
expired or been terminated, the Agent and the Lenders will, at the Company's
request and expense, execute and deliver to the Company appropriate documents,
without recourse and without representation or warranty, necessary to evidence
the transfer by subrogation to the Company of an interest in the Guaranteed
Obligations resulting from such payment made by the Company pursuant to this
Guaranty.

                                       59


                  SECTION 7.05. Subordination. The Company hereby subordinates
any and all debts, liabilities and other obligations owed to the Company by any
Borrower (the "Subordinated Obligations") to the Guaranteed Obligations to the
extent and in the manner hereinafter set forth in this Section 7.05:

                  (a) Prohibited Payments, Etc. Except during the continuance of
         an Event of Default for which the Agent has notified the Company that
         remedies will be exercised pursuant to this Agreement (including the
         commencement and continuation of any proceeding under any Bankruptcy
         Law relating to such Borrower), the Company may receive regularly
         scheduled payments from such Borrower on account of the Subordinated
         Obligations. After the occurrence and during the continuance of any
         Event of Default (including the commencement and continuation of any
         proceeding under any Bankruptcy Law relating to such Borrower) for
         which the Agent has notified the Company that remedies will be
         exercised pursuant to this Agreement, however, unless the Required
         Lenders otherwise agree, the Company shall not demand, accept or take
         any action to collect any payment on account of the Subordinated
         Obligations.

                  (b) Prior Payment of Guaranteed Obligations. In any proceeding
         under any Bankruptcy Law relating to such Borrower, the Company agrees
         that the Agent and the Lenders shall be entitled to receive payment in
         full in cash of all Guaranteed Obligations (including all interest and
         expenses accruing after the commencement of a proceeding under any
         Bankruptcy Law, whether or not constituting an allowed claim in such
         proceeding ("Post Petition Interest")) before the Company receives
         payment of any Subordinated Obligations.

                  (c) Turn-Over. After the occurrence and during the continuance
         of any Event of Default for which the Agent has notified the Company
         that remedies will be exercised pursuant to this Agreement (including
         the commencement and continuation of any proceeding under any
         Bankruptcy Law relating to such Borrower), the Company shall, if the
         Agent so requests, collect, enforce and receive payments on account of
         the Subordinated Obligations as trustee for the Agent and the Lenders
         and deliver such payments to the Agent on account of the Guaranteed
         Obligations (including all Post Petition Interest), together with any
         necessary endorsements or other instruments of transfer, but without
         reducing or affecting in any manner the liability of the Company under
         the other provisions of this Guaranty.

                  (d) Agent Authorization. After the occurrence and during the
         continuance of any Event of Default for which the Agent has notified
         the Company that remedies will be exercised pursuant to this Agreement
         (including the commencement and continuation of any proceeding under
         any Bankruptcy Law relating to such Borrower), the Agent is authorized
         and empowered (but without any obligation to so do), in its discretion,
         (i) in the name of the Company, to collect and enforce, and to submit
         claims in respect of, Subordinated Obligations and to apply any amounts
         received thereon to the Guaranteed Obligations (including any and all
         Post Petition Interest), and (ii) to require the Company (A) to collect
         and enforce, and to submit claims in respect of, Subordinated
         Obligations and (B) to pay any amounts received on such obligations to
         the Agent for application to the Guaranteed Obligations (including any
         and all Post Petition Interest).

                                       60


                  SECTION 7.06. Continuing Guaranty; Assignments. This Guaranty
is a continuing guaranty and shall (a) remain in full force and effect until the
latest of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty, (ii) the Termination Date and (iii)
the latest date of expiration or termination of all Letters of Credit, (b) be
binding upon the Company, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Agent and the Lenders and their successors,
transferees and assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, the Agent or any Lender may assign or otherwise
transfer all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or any portion of its Commitments, the
Advances owing to it and the Note or Notes held by it) to any other Person, and
such other Person shall thereupon become vested with all the benefits in respect
thereof granted to the Agent or such Lender herein or otherwise, in each case as
and to the extent provided in Section 9.07.

                                  ARTICLE VIII

                                    THE AGENT

                  SECTION 8.01. Authorization and Action. Each Lender (in its
capacities as a Lender and Issuing Bank, as applicable) hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by the Company or any other
Borrower pursuant to the terms of this Agreement.

                  SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assumption Agreement entered into by an
Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee,
as provided in Section 9.07; (ii) may consult with legal counsel (including
counsel for the Company), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance, observance or satisfaction of any of the terms, covenants or
conditions of this

                                       61


Agreement on the part of any Borrower or the existence at any time of any
Default or to inspect the property (including the books and records) of the
Company or any other Borrower; (v) shall not be responsible to any Lender for
the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of, or the perfection or priority of any lien or security interest
created or purported to be created under or in connection with, this Agreement
or any other instrument or document furnished pursuant hereto; and (vi) shall
incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier) believed by it to be genuine and signed or sent by the proper party
or parties.

                  SECTION 8.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any Person who may do business with or own
securities of the Company or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose any information obtained or received by it or any
of its Affiliates relating to the Company or any of its Subsidiaries to the
extent such information was obtained or received in any capacity other than as
Agent.

                  SECTION 8.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 8.05. Indemnification. (a) Each Lender severally
agrees to indemnify the Agent (to the extent not reimbursed by the Company) from
and against such Lender's Ratable Share of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement
(collectively, the "Indemnified Costs"), provided that no Lender shall be liable
for any portion of the Indemnified Costs resulting from the Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its ratable share
of any out-of-pocket expenses (including counsel fees) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Agent is not
reimbursed for such expenses by the Company. In the case of any investigation,
litigation or

                                       62


proceeding giving rise to any Indemnified Costs, this Section 8.05 applies
whether any such investigation, litigation or proceeding is brought by the
Agent, any Lender or a third party.

                  (b) Each Lender severally agrees to indemnify the Issuing
Banks (to the extent not promptly reimbursed by the Company) from and against
such Lender's Ratable Share of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against any such Issuing Bank in any way relating to or arising out of
the Loan Documents or any action taken or omitted by such Issuing Bank hereunder
or in connection herewith; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Issuing Bank's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon
demand for its Ratable Share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the Company under Section
9.04, to the extent that such Issuing Bank is not promptly reimbursed for such
costs and expenses by the Company.

                  (c) The failure of any Lender to reimburse the Agent or any
Issuing Bank promptly upon demand for its Ratable Share of any amount required
to be paid by the Lenders to the Agent as provided herein shall not relieve any
other Lender of its obligation hereunder to reimburse the Agent or any Issuing
Bank for its Ratable Share of such amount, but no Lender shall be responsible
for the failure of any other Lender to reimburse the Agent or any Issuing Bank
for such other Lender's Ratable Share of such amount. Without prejudice to the
survival of any other agreement of any Lender hereunder, the agreement and
obligations of each Lender contained in this Section 8.05 shall survive the
payment in full of principal, interest and all other amounts payable hereunder
and under the Notes. Each of the Agent and each Issuing Bank agrees to return to
the Lenders their respective Ratable Shares of any amounts paid under this
Section 8.05 that are subsequently reimbursed by the Company.

                  SECTION 8.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Company and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent, provided that, unless an Event of Default has occurred and is
continuing, such successor Agent shall be reasonably satisfactory to the Company
. If no successor Agent shall have been so appointed by the Required Lenders,
and shall have accepted such appointment, within 30 days after the retiring
Agent's giving of notice of resignation or the Required Lenders' removal of the
retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent, which shall be (i) a commercial bank organized under the laws
of the United States of America or of any State thereof and having a combined
capital and surplus of at least $500,000,000, and (ii) unless an Event of
Default has occurred and is continuing, reasonably satisfactory to the Company.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the

                                       63


provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

                  SECTION 8.07. Sub-Agent. The Sub-Agent has been designated
under this Agreement to carry out duties of the Agent. The Sub-Agent shall be
subject to each of the obligations in this Agreement to be performed by the
Sub-Agent, and each of the Company, each other Borrower and the Lenders agrees
that the Sub-Agent shall be entitled to exercise each of the rights and shall be
entitled to each of the benefits of the Agent under this Agreement as relate to
the performance of its obligations hereunder.

                  SECTION 8.08. Other Agents. Each Lender hereby acknowledges
that neither the documentation agent nor any other Lender designated as any
"Agent" on the signature pages hereof has any liability hereunder other than in
its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all affected Lenders, do any of the following:
(a) reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, (b) postpone any date fixed for any payment of
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder other than in accordance with Section 2.19, (c) increase the
Commitments of the Lenders other than in accordance with Section 2.18 or extend
the Commitments of the Lenders other than in accordance with Section 2.19, (d)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Advances, or the number of Lenders, that shall be required for the
Lenders or any of them to take any action hereunder, (e) release the Company
from any of its obligations under Article VII or (f) amend this Section 9.01;
and provided further that (x) no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Lenders required above to
take such action, affect the rights or duties of the Agent under this Agreement
or any Note, and (y) no amendment, waiver or consent shall, unless in writing
and signed by the Issuing Banks in addition to the Lenders required above to
take such action, adversely affect the rights or obligations of the Issuing
Banks in their capacities as such under this Agreement.

                  SECTION 9.02. Notices, Etc. (a) All notices and other
communications provided for hereunder shall be either (x) in writing (including
telecopier communication) and mailed, telecopied or delivered or (y) as and to
the extent set forth in Section 9.02(b) and in the proviso to this Section
9.02(a), if to the Company or any other Borrower, at the Company's address at
800 Long Ridge Road, Stamford, Connecticut 06904, Attention: Vice President and
Treasurer (fax no. 203-968-3519), with a copy to General Counsel (fax no. (203)
968-3446); if to any Initial Lender, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Lender, at its Domestic
Lending Office specified in the Assumption

                                       64


Agreement or the Assignment and Acceptance pursuant to which it became a Lender;
and if to the Agent, at its address at Two Penns Way, New Castle, Delaware
19720, Attention: Bank Loan Syndications Department; or, as to the Company or
the Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such other
address as shall be designated by such party in a written notice to the Company
and the Agent, provided that materials required to be delivered pursuant to
Section 5.01(i)(i), (ii) or (iv) shall be delivered to the Agent as specified in
Section 9.02(b) or as otherwise specified to any Borrower by the Agent. All such
notices and communications shall, when mailed, telecopied or e-mailed, be
effective when deposited in the mails, telecopied or confirmed by e-mail,
respectively, except that notices and communications to the Agent pursuant to
Article II, III or VIII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

                  (b) So long as Citibank or any of its Affiliates is the Agent,
materials required to be delivered pursuant to Section 5.01(i)(i), (ii) and (iv)
shall be delivered to the Agent in an electronic medium in a format acceptable
to the Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com. The
Company agrees that the Agent may make such materials, as well as any other
written information, documents, instruments and other material relating to the
Company, any of its Subsidiaries or any other materials or matters relating to
this Agreement, the Notes or any of the transactions contemplated hereby except
notices pursuant to Article II (collectively, the "Communications") available to
the Lenders by posting such notices on Intralinks or a substantially similar
electronic system (the "Platform"). The Company acknowledges that (i) the
distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided "as is" and "as available" and (iii)
neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or
completeness of the Communications or the Platform and each expressly disclaims
liability for errors or omissions in the Communications or the Platform. No
warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code
defects, is made by the Agent or any of its Affiliates in connection with the
Platform.

                  (c) Each Lender agrees that notice to it (as provided in the
next sentence) (a "Notice") specifying that any Communications have been posted
to the Platform shall constitute effective delivery of such information,
documents or other materials to such Lender for purposes of this Agreement;
provided that if requested by any Lender the Agent shall deliver a copy of the
Communications to such Lender by email or telecopier. Each Lender agrees (i) to
notify the Agent in writing of such Lender's e-mail address to which a Notice
may be sent by electronic transmission (including by electronic communication)
on or before the date such Lender becomes a party to this Agreement (and from
time to time thereafter to ensure that the Agent has on record an effective
e-mail address for such Lender) and (ii) that any Notice may be sent to such
e-mail address.

                  SECTION 9.03. No Waiver; Remedies. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall

                                       65


operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

                  SECTION 9.04. Costs and Expenses. (a) The Company agrees to
pay on demand all documented reasonable out-of-pocket costs and expenses of the
Agent in connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, (A) all due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Company further agrees to pay on
demand all out-of-pocket costs and expenses of the Agent and the Lenders, if
any, in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, reasonable fees and
expenses of counsel for the Agent and each Lender in connection with the
enforcement of rights under this Section 9.04(a).

                  (b) The Company agrees to indemnify and hold harmless the
Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "Indemnified Party") from
and against any and all claims, damages, losses (other than lost profits),
liabilities and documented out-of-pocket expenses (including, without
limitation, reasonable fees and expenses of counsel) incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection
with any investigation, litigation or proceeding or preparation of a defense in
connection therewith) (i) the Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the
Advances or Letters of Credit or (ii) the actual or alleged presence of
Hazardous Materials on any property of the Company or any of its Subsidiaries or
any Environmental Action relating in any way to the Company or any of its
Subsidiaries, except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 9.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Company, its directors, equityholders or creditors
or an Indemnified Party or any other Person, whether or not any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated. The Company also agrees not to assert any
claim for special, indirect, consequential or punitive damages against the
Agent, any Lender, any of their Affiliates, or any of their respective
directors, officers, employees, attorneys and agents, on any theory of
liability, arising out of or otherwise relating to the Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances.

                  (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance is made by any Borrower to or for the account of a
Lender (i) other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or 2.12,
acceleration of the maturity of the Notes pursuant to Section 6.01 or

                                       66


for any other reason, or by an Eligible Assignee to a Lender other than on the
last day of the Interest Period for such Advance upon an assignment of rights
and obligations under this Agreement pursuant to Section 9.07 as a result of a
demand by the Company pursuant to Section 9.07(a) or (ii) as a result of a
payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, such Borrower
shall, upon demand by such Lender (with a copy of such demand to the Agent), pay
to the Agent for the account of such Lender any amounts required to compensate
such Lender for any additional losses (other than lost profits), costs or
expenses that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss (excluding loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender to fund or maintain such Advance.
If the amount of the Committed Currency purchased by any Lender in the case of a
Conversion or exchange of Advances in the case of Section 2.08 or 2.12 exceeds
the sum required to satisfy such Lender's liability in respect of such Advances,
such Lender agrees to remit to the applicable Borrower such excess.

                  (d) Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in Sections 2.11, 2.14 and 9.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.

                  SECTION 9.05. Right of Set-off. Upon (a) the occurrence and
during the continuance of any Event of Default under Section 6.01(a) or (b) (i)
the occurrence and during the continuance of any Event of Default and (ii) the
making of the request or the granting of the consent specified by Section 6.01
to authorize the Agent to declare the Advances due and payable pursuant to the
provisions of Section 6.01, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or such Affiliate to or for the credit or the account
of the Company or any Borrower against any and all of the obligations of the
Company or any Borrower now or hereafter existing under this Agreement to such
Lender and the Note held by such Lender, whether or not such Lender shall have
made any demand under this Agreement or such Note and although such obligations
may be unmatured. Each Lender agrees promptly to notify the Company or the
applicable Borrower after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

                  SECTION 9.06. Binding Effect. This Agreement shall become
effective (other than Section 2.01, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Company and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the Company,
the Agent and each Lender and their respective successors and assigns, except
that neither the Company nor any other Borrower shall have the right to assign
its rights hereunder or any interest herein without the prior written consent of
the Lenders.

                                       67


                  SECTION 9.07. Assignments and Participations. (a) Each Lender
may, with the consent of each Issuing Bank and the Agent and, so long as no
Event of Default has occurred and is continuing, the Company (which consents
shall not be unreasonably withheld or delayed) and, if demanded by the Company
(at any time following a demand by such Lender pursuant to Section 2.11 or 2.14)
upon at least five Business Days' notice to such Lender and the Agent shall,
assign to one or more Persons all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the
Advances owing to it, its participations in Letters of Credit and the Note or
Notes held by it); provided, however, that (i) each such assignment shall be of
a constant, and not a varying, percentage of all rights and obligations under
this Agreement, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of (x) the
Revolving Credit Commitment of the assigning Lender being assigned pursuant to
each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than $10,000,000 or
an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter
of Credit Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, in each case, unless the
Company and the Agent otherwise agree, (iii) each such assignment shall be to an
Eligible Assignee, (iv) each such assignment made as a result of a demand by the
Company pursuant to this Section 9.07(a) shall be arranged by the Company after
consultation with the Agent and shall be either an assignment of all of the
rights and obligations of the assigning Lender under this Agreement or an
assignment of a portion of such rights and obligations made concurrently with
another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement, (v) no
Lender shall be obligated to make any such assignment as a result of a demand by
the Company pursuant to this Section 9.07(a) unless and until such Lender shall
have received one or more payments from either a Borrower or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender under this Agreement, and (vi) the parties
to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment and a processing and recordation fee of
$3,500 payable by the parties to each such assignment, provided, however, that
in the case of each assignment made as a result of a demand by the Company, such
recordation fee shall be payable by the Company except that no such recordation
fee shall be payable in the case of an assignment made at the request of the
Company to an Eligible Assignee that is an existing Lender. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights (other than
its rights under Sections 2.11, 2.14 and 9.04 to the extent any claim thereunder
relates to an event arising prior to such assignment) and be released

                                       68


from its obligations (other than its obligations under Section 8.05 to the
extent any claim thereunder relates to an event arising prior to such
assignment) under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, this
Agreement or any other instrument or document furnished pursuant hereto; (ii)
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or any
other Borrower or the performance or observance by the Company or any other
Borrower of any of its obligations under this Agreement or any other instrument
or document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers and discretion as are reasonably incidental thereto; and (vii)
such assignee agrees that it will perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as a Lender.

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Note or Notes subject to such assignment, and duly
approved by the Company (to the extent such approval is required in accordance
with this Section 9.07), the Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit C hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to the Company.

                  (d) The Agent, acting for this purpose as an agent of the
Company and the other Borrowers, shall maintain at its address referred to in
Section 9.02 a copy of each Assumption Agreement and each Assignment and
Acceptance delivered to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and the Commitment of, principal amount
of the Advances owing to, each Lender from time to time (the "Register"). The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Company and the other Borrowers, the Agent and the
Lenders shall treat each

                                       69


Person (other than a participant) whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Company or any Lender at any reasonable time and
from time to time upon reasonable prior notice.

                  (e) Each Lender may sell participations to one or more banks
or other entities (other than the Company or any of its Affiliates) in or to all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and any Note or Notes held by it); provided, however, that (i) such Lender's
obligations under this Agreement (including, without limitation, its Commitment
to the Borrowers hereunder) shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) such Lender shall remain the holder of any such Note for
all purposes of this Agreement, (iv) the Company , the other Borrowers, the
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any Note, or any consent to any departure by the Company or any other Borrower
therefrom, except to the extent that such amendment, waiver or consent would
reduce the principal of, or interest on, the Notes or any fees or other amounts
payable hereunder, in each case to the extent subject to such participation, or
postpone any date fixed for any payment of principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation, provided that as a pre-condition to being
permitted to provide such approval or consent, the name and address of such
participant must be recorded in the register in accordance with subsection (d)
above as though such participant were an assignee.

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Company furnished to such Lender by
or on behalf of the Company; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Company Information relating to the Company
received by it from such Lender.

                  (g) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

                  SECTION 9.08. Confidentiality. Neither the Agent nor any
Lender may disclose to any Person any confidential, proprietary or non-public
information of the Company or any of its Subsidiaries furnished to the Agent or
the Lenders by the Company or any of its Subsidiaries (such information being
referred to collectively herein as the "Company Information"), except that each
of the Agent and each of the Lenders may disclose Company Information (i) to its
and its affiliates' employees, officers, directors, agents and advisors (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such

                                       70


Company Information and instructed to keep such Company Information confidential
on substantially the same terms as provided herein), (ii) to the extent
requested by any regulatory authority, (iii) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (iv)
to any other party to this Agreement, (v) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (vi) subject to an agreement containing
provisions substantially the same as those of this Section 9.08, to any assignee
or participant or prospective assignee or participant, (vii) to the extent such
Company Information (A) is or becomes generally available to the public on a
non-confidential basis other than as a result of a breach of this Section 9.08
by the Agent or such Lender, or (B) is or becomes available to the Agent or such
Lender on a nonconfidential basis from a source other than the Company, the
Agent or another Lender and (viii) with the consent of the Company.

                  SECTION 9.09. Designated Subsidiaries. (a) Designation. The
Company may at any time, and from time to time, upon not less than 15 Business
Days' notice in the case of any direct or indirect Wholly-Owned Subsidiary so
designated after the Effective Date, notify the Agent that the Company intends
to designate a Subsidiary as a "Designated Subsidiary" for purposes of this
Agreement. On or after the date that is 15 Business Days after such notice, upon
delivery to the Agent and each Lender of a Designation Letter duly executed by
the Company and the respective Subsidiary and substantially in the form of
Exhibit F hereto, such Subsidiary shall thereupon become a "Designated
Subsidiary" for purposes of this Agreement and, as such, shall have all of the
rights and obligations of a Borrower hereunder. The Agent shall promptly notify
each Lender of the Company's notice of such pending designation by the Company
and the identity of the respective Subsidiary. Following the giving of any
notice pursuant to this Section 9.07(a), if the designation of such Designated
Subsidiary obligates the Agent or any Lender to comply with "know your
customer", the Patriot Act or similar identification procedures in circumstances
where the necessary information is not already available to it, the Company
shall, promptly upon the request of the Agent or any Lender, supply such
documentation and other evidence as is reasonably requested by the Agent or any
Lender in order for the Agent or such Lender to carry out and be satisfied it
has complied with the results of all necessary "know your customer" or other
similar checks under all applicable laws and regulations.

                  If the Company shall designate as a Designated Subsidiary
hereunder any Subsidiary not organized under the laws of the United States or
any State thereof, any Lender, subject to Section 2.14(f), may, with notice to
the Agent and the Company, fulfill its Commitment by causing an Affiliate of
such Lender to act as the Lender in respect of such Designated Subsidiary (and
such Lender shall, to the extent of Advances made to and participations in
Letters of Credit issued for the account of such Designated Subsidiary, be
deemed for all purposes hereof to have pro tanto assigned such Advances and
participations to such Affiliate in compliance with the provisions of Section
9.06).

                  As soon as practicable after receiving notice from the Company
or the Agent of the Company's intent to designate a direct or indirect
Wholly-Owned Subsidiary as a Designated Subsidiary, and in any event no later
than five Business Days after the delivery of such notice, for a Designated
Subsidiary that is organized under the laws of a jurisdiction other than of the
United States or a political subdivision thereof, any Lender that may not
legally lend to, establish

                                       71


credit for the account of and/or do any business whatsoever with such Designated
Subsidiary directly or through an Affiliate of such Lender as provided in the
immediately preceding paragraph (a "Protesting Lender") shall so notify the
Company and the Agent in writing. With respect to each Protesting Lender, the
Company shall, effective on or before the date that such Designated Subsidiary
shall have the right to borrow hereunder, either (A) notify the Agent and such
Protesting Lender that the Commitments of such Protesting Lender shall be
terminated; provided that such Protesting Lender shall have received payment of
an amount equal to the outstanding principal of its Advances and/or Letter of
Credit reimbursement obligations, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Company or the
relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel
its request to designate such Subsidiary as a "Designated Subsidiary" hereunder.

                  (b) Termination. Upon the indefeasible payment and performance
in full of all of the indebtedness, liabilities and obligations under this
Agreement of any Designated Subsidiary then, so long as at the time no Notice of
Borrowing or Notice of Issuance in respect of such Designated Subsidiary is
outstanding, such Subsidiary's status as a "Designated Subsidiary" shall
terminate upon notice to such effect from the Agent to the Lenders (which notice
the Agent shall give promptly, and only upon its receipt of a request therefor
from the Company). Thereafter, the Lenders shall be under no further obligation
to make any Advance hereunder to such Designated Subsidiary unless it is
re-designated as a Designated Subsidiary pursuant to Section 9.09(a).

                  SECTION 9.10. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 9.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 9.12. Judgment. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at Citibank's principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.

                  (b) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder in a Committed Currency into
Dollars, the parties agree to the fullest extent that they may effectively do
so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Agent could purchase such Committed Currency with
Dollars at Citibank's principal office in London at 11:00 A.M. (London time) on
the Business Day preceding that on which final judgment is given.

                                       72


                  (c) The obligation of any Borrower in respect of any sum due
from it in any currency (the "Primary Currency") to any Lender or the Agent
hereunder shall, notwithstanding any judgment in any other currency, be
discharged only to the extent that on the Business Day following receipt by such
Lender or the Agent (as the case may be), of any sum adjudged to be so due in
such other currency, such Lender or the Agent (as the case may be) may in
accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency from a Borrower, such
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify such Lender or the Agent (as the case may be) against such loss,
and if the amount of the applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable
Primary Currency, such Lender or the Agent (as the case may be) agrees to remit
to such Borrower such excess.

                  SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each Designated Subsidiary
hereby agrees that service of process in any such action or proceeding brought
in the any such New York State court or in such federal court may be made upon
the Company and each Designated Subsidiary hereby irrevocably appoints the
Company its authorized agent to accept such service of process, and agrees that
the failure of the Company to give any notice of any such service shall not
impair or affect the validity of such service or of any judgment rendered in any
action or proceeding based thereon. The Company and each Designated Subsidiary
hereby further irrevocably consent to the service of process in any action or
proceeding in such courts by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to the Company at its address
specified pursuant to Section 9.02. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
or the Notes in the courts of any jurisdiction. To the extent that each
Designated Subsidiary has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, each Designated Subsidiary
hereby irrevocably waives such immunity in respect of its obligations under this
Agreement.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                                       73


                  SECTION 9.14. Substitution of Currency. If a change in any
Committed Currency occurs pursuant to any applicable law, rule or regulation of
any governmental, monetary or multi-national authority, this Agreement
(including, without limitation, the definition of Eurocurrency Rate) will be
amended to the extent determined by the Agent (acting reasonably and in
consultation with the Company) to be necessary to reflect the change in currency
and to put the Lenders and the Borrowers in the same position, so far as
possible, that they would have been in if no change in such Committed Currency
had occurred.

                  SECTION 9.15. No Liability of the Issuing Banks. The Borrowers
assume all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
an Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
applicable Borrower shall have a claim against such Issuing Bank, and such
Issuing Bank shall be liable to such Borrower, to the extent of any direct, but
not consequential, damages suffered by such Borrower that such Borrower proves
were caused by such Issuing Bank's willful misconduct or gross negligence when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. In furtherance and not in limitation of
the foregoing, such Issuing Bank may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary; provided that nothing herein shall be
deemed to excuse such Issuing Bank if it acts with gross negligence or willful
misconduct in accepting such documents.

                  SECTION 9.16. Patriot Act Notice. Each Lender and the Agent
(for itself and not on behalf of any Lender) hereby notifies each Borrower that
pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies each Borrower, which information
includes the name and address of each Borrower and other information that will
allow such Lender or the Agent, as applicable, to identify each Borrower in
accordance with the Patriot Act. Each Borrower shall provide such information
and take such actions as are reasonably requested by the Agent or any Lenders in
order to assist the Agent and the Lenders in maintaining compliance with the
Patriot Act.

                  SECTION 9.17. Power of Attorney. Each Subsidiary of the
Company may from time to time authorize and appoint the Company as its
attorney-in-fact to execute and deliver (a) any amendment, waiver or consent in
accordance with Section 9.01 on behalf of and in the name of such Subsidiary and
(b) any notice or other communication hereunder, on behalf of and in the name of
such Subsidiary. Such authorization shall become effective as of the date on
which such Subsidiary delivers to the Agent a power of attorney enforceable
under applicable law and any additional information to the Agent as necessary to
make such power of attorney the legal, valid and binding obligation of such
Subsidiary.

                                       74


                  SECTION 9.18. Waiver of Jury Trial. Each of the Company, the
other Borrowers, the Agent and the Lenders hereby irrevocably waives all right
to trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                             XEROX CORPORATION

                                             By
                                                --------------------------------
                                                Title:

                                             CITIBANK, N.A.,
                                             as Agent

                                             By
                                                --------------------------------
                                                Title:



                                       75


                                             Initial Lenders

                                             CITIBANK, N.A.,

                                             By
                                                --------------------------------
                                                Title:

                                             JPMORGAN CHASE BANK, N.A.

                                             By
                                                --------------------------------
                                                Title:

                                             BANK OF AMERICA, N.A.

                                             By
                                                --------------------------------
                                                Title:

                                             BARCLAYS BANK PLC

                                             By
                                                --------------------------------
                                                Title:

                                             BNP PARIBAS

                                             By
                                                --------------------------------
                                                Title:

                                             By
                                                --------------------------------
                                                Title:

                                             DEUTSCHE BANK AG NEW YORK BRANCH

                                             By
                                                -----------------------------
                                                Title:

                                             By
                                                --------------------------------
                                                Title:

                                             HSBC BANK USA, NATIONAL ASSOCIATION

                                             By
                                                --------------------------------
                                                Title:



                                       76


                                             MERRILL LYNCH BANK USA

                                             By
                                                --------------------------------
                                                Title:

                                             UBS LOAN FINANCE LLC

                                             By
                                                --------------------------------
                                                Title:

                                             GOLDMAN SACHS CREDIT PARTNERS L.P.

                                             By
                                                --------------------------------
                                                Title:

                                             BEAR STEARNS CORPORATE LENDING INC.

                                             By
                                                --------------------------------
                                                Title:

                                             LEHMAN COMMERCIAL PAPER INC.

                                             By
                                                --------------------------------
                                                Title:

                                             MIZUHO CORPORATE BANK, LTD.

                                             By
                                                --------------------------------
                                                Title:

                                             THE NORTHERN TRUST COMPANY

                                             By
                                                --------------------------------
                                                Title:

                                             THE BANK OF NEW YORK

                                             By
                                                --------------------------------
                                                Title:



                                       77


                                             DANSKE BANK A/S

                                             By
                                                --------------------------------
                                                Title:

                                             PNC BANK, NATIONAL ASSOCIATION

                                             By
                                                --------------------------------
                                                Title:

                                             STATE STREET BANK AND TRUST COMPANY

                                             By
                                                --------------------------------
                                                Title:

                                             U.S. BANK, N.A.

                                             By
                                                --------------------------------
                                                Title:

                                             INTESA SANPAOLA S.P.A.

                                             By
                                                --------------------------------
                                                Title:

                              Initial Issuing Banks
                              ---------------------

                                             CITIBANK, N.A.

                                             By
                                                --------------------------------
                                                Title:

                                             JPMORGAN CHASE BANK, N.A.

                                             By
                                                --------------------------------
                                                Title:



                                       78


                                                            SCHEDULE I


                                                    APPLICABLE LENDING OFFICES

------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Name of Initial Lender Revolving Credit Letter of Credit Domestic Lending Office Eurocurrency Lending Commitment Commitment Office ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Bank of America, N.A. $135,000,000 901 Main Street 901 Main Street Dallas, TX 75202 Dallas, TX 75202 Attn: Arlene Minor Attn: Arlene Minor T: 214 209-9177 T: 214 209-9177 F: 214 290-9412 F: 214 290-9412 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- The Bank of New York $45,000,000 One Wall Street One Wall Street New York, NY 10286 New York, NY 10286 Attn: Gladys Vazquez Attn: Gladys Vazquez T: 212 635-8730 T: 212 635-8730 F: 212 635-6399 F: 212 635-6399 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Barclays Bank PLC $135,000,000 200 Cedar Knolls Road 200 Cedar Knolls Road Whippany, NJ 07981 Whippany, NJ 07981 Attn: Catherine Redfern Attn: Catherine Redfern T: 973 576-3220 T: 973 576-3220 F: 973 576-3014 F: 973 576-3014 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Bear Stearns Corporate Lending Inc. $90,000,000 383 Madison Avenue 383 Madison Avenue 8th Floor 8th Floor New York, NY 10179 New York, NY 10179 Attn: Evan Kaufman Attn: Evan Kaufman T: 212 272-0920 T: 212 272-0920 F: 212 272-4844 F: 212 272-4844 ------------------------------------ ---------------- ---------------- ---------------------------- -----------------------------
------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- BNP Paribas $135,000,000 787 Seventh Avenue 787 Seventh Avenue New York, NY 10019 New York, NY 10019 Attn: Gabriel Candamo Attn: Gabriel Candamo T: 212 471-6635 T: 212 471-6635 F: 212 471-6896 F: 212 471-6896 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Citibank, N.A. $170,000,000 $150,000,000 Two Penns Way Two Penns Way New Castle, DE 19720 New Castle, DE 19720 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Danske Bank A/S $45,000,000 2-12 Holmens Kanal 2-12 Holmens Kanal DK-1092 Copenhagen K DK-1092 Copenhagen K Denmark Denmark Attn: Bent Ole Loike / Attn: Bent Ole Loike / Peter N0rr Peter N0rr T: +45 45145656 / T: +45 45145656 / +45 45145654 +45 45145654 F: +45 45149978 / F: +45 45149978 / +45 451499798 +45 451499798 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Deutsche Bank AG New York Branch $135,000,000 60 Wall Street 60 Wall Street New York, NY 10005 New York, NY 10005 Attn: Joe Cusmai Attn: Joe Cusmai T: 201 593-2368 T: 201 593-2368 F: 201 593-2313 F: 201 593-2313 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Goldman Sachs Credit Partners L.P. $135,000,000 30 Hudson Street 30 Hudson Street 17th Floor 17th Floor Jersey City, NJ 07302 Jersey City, NJ 07302 Attn: Pedro Ramirez / Attn: Pedro Ramirez / Andrew Caditz Andrew Caditz T: 917 343-8319 / T: 917 343-8319 / 212 357-6240 212 357-6240 F: 212 428-1243 F: 212 428-1243 ------------------------------------ ---------------- ---------------- ---------------------------- -----------------------------
2
------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- HSBC Bank USA, National Association $135,000,000 One HSBC Center, 26/F One HSBC Center, 26/F Buffalo, NY 14203 Buffalo, NY 14203 Attn: Donna Riley Attn: Donna Riley T: 716 841-4178 T: 716 841-4178 F: 716 841-0269 F: 716 841-0269 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Intesa Sanpaolo S.p.A. $45,000,000 1 William Street 1 William Street New York, NY 10004 New York, NY 10004 Attn: Alex Papace Attn: John Michalisin T: 212 607-3531 T: 212 607-3918 F: 212 607-3897 F: 212 809-2124 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- JPMorgan Chase Bank, N.A. $170,000,000 $150,000,000 1111 Fannin Street 1111 Fannin Street 10th Floor 10th Floor Houston, TX 77002 Houston, TX 77002 Attn: Toyin Ojeahere Attn: Toyin Ojeahere T: 713 750-3609 T: 713 750-3609 F: 713 750-2938 F: 713 750-2938 ------------------------------------ ---------------- ---------------- --------------------------- ------------------------------ Lehman Commercial Paper Inc. $90,000,000 745 7th Avenue, 16th Floor 745 7th Avenue, 16th Floor New York, NY 10019 New York, NY 10019 Attn: Theresa Siu Attn: Theresa Siu T: 212 526-6560 T: 212 526-6560 F: 212 520-0450 F: 212 520-0450 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Merrill Lynch Bank USA $135,000,000 15 W. South Temple 15 W. South Temple Suite 300 Suite 300 Salt Lake City, UT 84101 Salt Lake City, UT 84101 Attn: David Millett Attn: David Millett T: 801 526-8312 T: 801 526-8312 F: 801 933-8641 F: 801 933-8641 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Mizuho Corporate Bank, Ltd. $90,000,000 1800 Plaza Ten 1800 Plaza Ten Harborside Financial Center Harborside Financial Center Jersey City, NJ 07311 Jersey City, NJ 07311 Attn: Nicole Ferrara Attn: Nicole Ferrara T: 201 626-9341 T: 201 626-9341 F: 201 626-9941 F: 201 626-9941 ------------------------------------ ---------------- ---------------- ---------------------------- -----------------------------
3
------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- The Northern Trust Company $50,000,000 50 S. LaSalle Street 50 S. LaSalle Street Chicago, IL 60675 Chicago, IL 60675 Attn: Sharon Jackson Attn: Sharon Jackson T: 312 630-1609 T: 312 630-1609 F: 312 630-1566 F: 312 630-1566 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- PNC Bank, National Association $45,000,000 Two Tower Center Blvd. Two Tower Center Blvd. East Brunswick, NJ 08816 East Brunswick, NJ 08816 Attn: Gloria Adams Garbart Attn: Gloria Adams Garbart T: 412 762-4753 T: 412 762-4753 F: 412 768-4586 F: 412 768-4586 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- State Street Bank and Trust Company $45,000,000 225 Franklin Street, MAO7 225 Franklin Street, MAO7 Boston, MA 02110 Boston, MA 02110 Attn: Voy Pearson Attn: Voy Pearson T: 617 664-4008 T: 617 664-4008 F: 617 664-3941 F: 617 664-3941 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- UBS Loan Finance LLC $135,000,000 677 Washington Boulevard 677 Washington Boulevard Stamford, CT 06901 Stamford, CT 06901 6-South 6-South Attn: Iris Choi Attn: Iris Choi T: 203 719-0678 T: 203 719-0678 F: 203 719-3888 F: 203 719-3888 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- U.S. Bank, N.A. $45,000,000 US Bank Tower US Bank Tower 425 Walnut Street 425 Walnut Street 8th Floor 8th Floor ML CN-OH-W8 ML CN-OH-W8 Cincinnati, OH 45202 Cincinnati, OH 45202 Attn: Eric Cosgrove Attn: Eric Cosgrove T: 513 632-3033 T: 513 632-3033 F: 513 632-2068 F: 513 632-2068 ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- ------------------------------------ ---------------- ---------------- ---------------------------- ----------------------------- Total: $2,000,000,000 $300,000,000 ------------------------------------ ---------------- ---------------- ---------------------------- -----------------------------
4 EXHIBIT A FORM OF REVOLVING CREDIT PROMISSORY NOTE U.S.$_______________ Dated: _______________, 20__ FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a __________ [corporation] (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Revolving Credit Commitment in figures] or, if less, the aggregate outstanding principal amount of the Advances made by the Lender to the Borrower, pursuant to the Amended and Restated Credit Agreement dated as of April 30, 2007 among the Borrower, [Xerox Corporation], the other borrowers parties thereto, the Lender and certain other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Advance made by the Lender to the Borrower from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Advance made by the Lender to the Borrower (i) in Dollars are payable in lawful money of the United States of America to the Agent at its account maintained at 388 Greenwich Street, New York, New York 10013, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, (ii) contains provisions for determining the Dollar Equivalent of Advances denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. [NAME OF BORROWER] By ------------------------ Title: ADVANCES AND PAYMENTS OF PRINCIPAL ------------ ----------------- ---------------- ----------------- -------------- Amount of Date Amount of Principal Paid Unpaid Principal Notation Advance or Prepaid Balance Made By ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- ------------ ----------------- ---------------- ----------------- -------------- 2 EXHIBIT B FORM OF NOTICE OF REVOLVING CREDIT BORROWING Citibank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below Two Penns Way New Castle, Delaware 19720 [Date] Attention: Bank Loan Syndications Department Ladies and Gentlemen: The undersigned, [Name of Borrower], refers to the Amended and Restated Credit Agreement, dated as of April 30, 2007 (as amended or modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, [Xerox Corporation], the other borrowers parties thereto, certain Lenders parties thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is __________, 20__. (ii) The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances]. (iii) The aggregate amount of the Proposed Borrowing is $__________ [for a Borrowing in a Committed Currency, list currency and amount of Borrowing]. [(iv) The initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Borrowing is _____ month[s].] The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) and, in the case of any Borrowing made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such earlier date); and 2 (B) no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default. Very truly yours, [NAME OF BORROWER] By ------------------------ Title: 3 EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the Amended and Restated Credit Agreement dated as of April 30, 2007 (as amended or modified from time to time, the "Credit Agreement") among Xerox Corporation, a New York corporation (the "Company"), the other borrowers parties thereto, the Lenders (as defined in the Credit Agreement) and Citibank, N.A., as agent for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. The "Assignor" and the "Assignee" referred to on Schedule I hereto agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the [Credit Agreement as of the date hereof] [the Letter of Credit Facility] equal to the percentage interest specified on Schedule 1 hereto of [all outstanding rights and obligations under the Credit Agreement together with participations in Letters of Credit held by the Assignor on the date hereof] [such Assignor's Unissued Letter of Credit Commitment]. After giving effect to such sale and assignment, the Assignee's [Revolving Credit Commitment and the amount of the Advances owing to the Assignee] [Letter of Credit Commitment] will be as set forth on Schedule 1 hereto. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any other Borrower or the performance or observance by the Company or any other Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note[, if any,] held by the Assignor [and requests that the Agent exchange such Note for a new Note payable to the order of [the Assignee in an amount equal to the Revolving Credit Commitment assumed by the Assignee pursuant hereto or new Notes payable to the order of the Assignee in an amount equal to the Revolving Credit Commitment assumed by the Assignee pursuant hereto and] the Assignor in an amount equal to the Revolving Credit Commitment retained by the Assignor under the Credit Agreement[, respectively,] as specified on Schedule 1 hereto]. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service forms required under Section 2.14 of the Credit Agreement. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date for this Assignment and Acceptance (the "Effective Date") shall be the date of acceptance hereof by the Agent, unless otherwise specified on Schedule 1 hereto. 5. Upon such acceptance and recording by the Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording by the Agent, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. 8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. 2 Schedule 1 to Assignment and Acceptance Percentage interest assigned: _____% [Assignee's Revolving Credit Commitment: $______ Aggregate outstanding principal amount of Advances assigned: $______ Principal amount of Note payable to Assignee: $______ Principal amount of Note payable to Assignor: $______] [Assignee's Letter of Credit Commitment: $______] Effective Date*: _______________, 20__ [NAME OF ASSIGNOR], as Assignor By ------------------------ Title: Dated: _______________, 20__ [NAME OF ASSIGNEE], as Assignee By ------------------------ Title: Dated: _______________, 20__ Domestic Lending Office: [Address] Eurocurrency Lending Office: [Address] ----------------- * This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. 3 Accepted [and Approved]** this __________ day of _______________, 20__ CITIBANK, N.A., as Agent By ------------------------------------------ Title: [Approved this __________ day of _______________, 20__ XEROX CORPORATION By ]* ------------------------------------------ Title: ------------- ** Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee". * Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee". 4 EXHIBIT D-1 FORM OF OPINION OF COUNSEL FOR THE INITIAL BORROWER April 30, 2007 Citibank, N.A., as Agent Two Penns Way New Castle, DE 19720 and each Lender identified on Schedule I hereto Re: Xerox Corporation/Credit Agreement Ladies and Gentlemen: We have acted as special counsel to Xerox Corporation, a New York corporation (the "Company"), in connection with the preparation, execution and delivery of (a) the Amended and Restated Credit Agreement dated the date hereof (the "Credit Agreement"), among the Company, the lenders from time to time party thereto (the "Lenders"), Citibank, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Bookrunners and (b) certain other agreements, instruments and documents related to the Credit Agreement. This opinion is being delivered pursuant to Section 3.01(f)(iv)(A) of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as ascribed thereto in the Credit Agreement. In our examination we have assumed the genuineness of all signatures including endorsements, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of the Company and their officers and other representatives and of public officials, including the facts and conclusions set forth therein. In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following: (a) the Credit Agreement; (b) the Notes, dated the date hereof, issued to each of PNC Bank, National Association and the Bank of New York (collectively, the "Notes"); (c) a certificate of Rhonda L. Seegal, Vice President and Treasurer of the Company, dated the date hereof, copies of which are attached as Exhibit A hereto (the "Opinion Certificate"); and (d) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. We express no opinion as to the laws of any jurisdiction other than (i) the Applicable Laws of the State of New York and (ii) the Applicable Laws of the United States of America (including, without limitation, Regulations U and X of the Federal Reserve Board). "Applicable Contracts" mean those agreements or instruments set forth on Schedule I to the Opinion Certificate. "Applicable Laws" shall mean those laws, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Credit Agreement, without our having made any special investigation as to the applicability of any specific law, rule or regulation, and which are not the subject of a specific opinion herein referring expressly to a particular law or laws. "Governmental Approval" means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority pursuant to the Applicable Laws of the State of New York or the Applicable Laws of the United States of America. "Applicable Orders" means those orders or decrees of governmental authorities identified on Schedule II to the Opinion Certificate. "New York UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of New York (without regard to laws referenced in Section 9-201 thereof). Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: 1. The Credit Agreement and the Notes constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the Applicable Laws of the State of New York. 2. The execution and delivery by the Company of the Credit Agreement and the Notes and the performance by the Company of 2 its obligations under the Credit Agreement and the Notes do not constitute a violation of, or a default under, any Applicable Contracts. We do not express any opinion, however, as to whether the execution, delivery or performance by the Company of the Credit Agreement or the Notes will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company. 3. Neither the execution, delivery or performance by the Company of the Credit Agreement and the Notes nor the compliance by the Company with the terms and provisions thereof will contravene any provision of any Applicable Law of the State of New York or any Applicable Law of the United States of America. 4. No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of the Credit Agreement and the Notes by the Company or the enforceability of the Credit Agreement against the Company. 5. Neither the execution, delivery or performance by the Company of its obligations under the Credit Agreement and the Notes will contravene any Applicable Order against the Company. Our opinions are subject to the following assumptions and qualifications: (a) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law); (b) we have assumed that the Credit Agreement constitutes the valid and binding obligation of each party to the Credit Agreement (other than the Company) enforceable against each such other party in accordance with its terms; (c) we express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party (other than the Company to the extent expressly set forth herein) to the Credit Agreement with any state, federal or other laws or regulations applicable to them or (ii) the legal or regulatory status or the nature of the business of any party (other than the Company to the extent expressly set forth herein); 3 (d) we express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Credit Agreement which are violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation); (e) we express no opinion with respect to any provision of the Credit Agreement to the extent it excuses the issuer of a letter of credit from liability to the extent such provision is unenforceable pursuant to Section 5-103 of the UCC; (f) we express no opinion on the enforceability of any provision in the Credit Agreement purporting to prohibit, restrict or condition the assignment of rights under the Credit Agreement to the extent such restriction on assignability is governed by the New York UCC; (g) we express no opinion as to the enforceability of Article VII of the Credit Agreement; and (h) we express no opinion with respect to any provision of the Credit Agreement to the extent it authorizes or permits any purchaser of a participation interest to set-off or apply any deposit, property or indebtedness with respect to any participation interest. In rendering the foregoing opinions, we have assumed, with your consent, that: (a) the Company is duly organized under the laws of the State of New York; (b) the Company, is validly existing and in good standing as a corpora tion, under the laws of the State of New York; (c) the Company has the power and authority to execute, deliver and perform all of its obligations under the Credit Agreement and the Notes and the execution and delivery by the Company of the Credit Agreement and the Notes and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all requisite action the party of the Company; (d) the Credit Agreement and the Notes have been duly executed and delivered by the Company; (e) the execution, delivery and performance by the Company of any of its obligations under the Credit Agreement and the 4 Notes does not and will not conflict with, contravene, violate or constitute a default under (i) the certificate of incorporation or the by-laws of the Company; (ii) any lease, indenture, instrument or other agreement to which the Company or its property is subject (other than the Applicable Contracts as to which we express our opinion in paragraph 2 herein), (iii) any rule, law or regulation to which the Company is subject (other than the Applicable Laws of the State of New York or Applicable Laws of the United States of America as to which we express our opinion in paragraph 3 herein) or (iv) any judicial or administrative order or decree of any governmental authority (other than Applicable Orders as to which we express our opinion in paragraph 5 herein); and (f) no authorization, consent or other approval of, notice to or filing with any court, governmental authority or regulatory body (other than Governmental Approv als as to which we express our opinion in paragraph 4 herein) is required to authorize or is required in connection with the execution, delivery or performance by the Company of the Credit Agreement or the Notes or the transactions contemplated thereby. We understand that you are separately receiving an opinion with respect to certain of the foregoing assumptions from Samuel K. Lee, Associate General Counsel, Corporate, Finance and Ventures of the Company and we are advised that such opinion contain qualifications. Our opinions herein stated are based on the assumptions specified above and we express no opinion as to the effect on the opinions herein stated of the qualifications contained in such other opinions. This opinion is being furnished only to you in connection with the Credit Agreement and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without our prior written consent, except that any assignee that becomes a Lender in accordance with the provisions of Section 9.07 of the Credit Agreement may rely on this opinion as if addressed and delivered to such assignee on the date hereof; provided that each prospective assignee or assignee of any Lender may be shown this opinion, except that such prospective assignee or assignee may not rely on this opinion unless and until such prospective assignee or assignee becomes a Lender in accordance with the provisions of Section 9.07 of the Credit Agreement. Very truly yours, 5 SCHEDULE I ---------- LENDERS Citibank, N.A JPMorgan Chase Bank, N.A Bank of America, N.A. Bear Stearns Corporate Lending Inc. Deutsche Bank AG New York Branch Goldman Sachs Credit Partners L.P. Barclays Bank PLC BNP Paribas Lehman Brothers Merrill Lynch bank USA HSBC Bank USA, National Association Mizuho Corporate Bank, Ltd. The Northern Trust Company PNC Bank, National Association State Street Bank and Trust Company The Bank of New York 6 EXHIBIT D-2 FORM OF OPINION OF COUNSEL OF THE COMPANY April 30, 2007 To the Lenders and Agent parties to the Credit Agreement referred to below XEROX CORPORATION Dear Sirs: The undersigned, an attorney-at-law admitted to practice in the State of New York, is Associate General Counsel, Corporate, Finance and Ventures of Xerox Corporation, a New York corporation (the "Company"). As such I or other lawyers in the Office of General Counsel of the Company who report directly to me ("my reports") are familiar with the proceedings taken by the Company in connection with the preparation, execution and delivery of the Agreement and the Notes referred to below. This opinion is furnished to you pursuant to Section 3.01(f)(iv)(B) of the Amended and Restated Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the lenders party thereto, Citibank, N.A., as Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Bookrunners. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. In rendering the opinions set forth herein, either I or my reports have examined the following: (1) the Credit Agreement; (2) the revolving notes (the "Notes") of the Company contemplated by the Credit Agreement and delivered on the date hereof; (3) the documents relating to the Company furnished pursuant to Section 3.01(f) of the Credit Agreement, which include the following: (i) certified copies of (y) the resolutions of the Board of Directors of the Company approving the Agreement and the Notes and (z) all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the Agreement and the Notes; and (ii) the Restated Certificate of Incorporation and the By-laws of the Company, each as amended to the date hereof (the "Charter" and the "By-Laws", respectively); and (4) such other documents, agreements and instruments, and such laws, rules, regulations, orders, decrees, writs, judgments, awards, injunctions, and the like, as I have deemed necessary as a basis for the opinions hereinafter expressed. In the foregoing examination of the documents referred to above, I and my reports have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures (other than signatures of the Company), and the conformity to the originals of such documents submitted to us as copies. I have relied, as to factual matters, on the documents I and my reports have examined. I also have assumed that each of the lenders, the Agent and the other parties thereto (other than the Company) has duly executed and delivered, pursuant to due authorization, the Agreement. Based upon the foregoing, it is my opinion that: (i) The Company is duly organized, validly existing and in good standing under the laws of the State of New York. (ii) The Company has corporate power and authority to execute, deliver and perform the Agreement and the Notes and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all requisite corporate or similar action on the part of the Company. (iii) The Agreement and the Notes have been duly executed and delivered by the Company. (iv) Except for the Disclosed Matters, there is no pending or, to my knowledge, threatened action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries before any court, governmental agency or arbitrator that (x) could be reasonably likely to have a Material Adverse Effect or (y) purports to affect the legality, validity or enforceability of the Agreement or any Note or the consummation of the transactions contemplated thereby. (v) The due authorization, execution or delivery by the Company of the Agreement and the Notes, the performance by the Company of its obligations thereunder, the consummation of the transactions contemplated by the Agreement and the Notes and the fulfillment of the terms of the Agreement and each of the Notes will not conflict with, result in a breach of, or constitute a default under the Charter or By-Laws of the Company or the terms of any indenture or other material agreement or instrument to which the Company or any of the Company's subsidiaries is a party or bound, or any order, decree, judgment or regulation (other than any federal or state securities or blue sky laws, rules or regulations) known to me to be generally applicable to the Company or any of the Company's subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of the Company's subsidiaries. My opinions are subject to the following qualifications: (a) I am qualified to practice law in the State of New York. The opinions expressed herein are limited to the law of the State of New York and the Federal law of the United States. (b) The opinions expressed herein are given as of the date hereof and I undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein. This opinion is being furnished only to you in connection with the Agreement and the Notes and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without my prior written consent, except that any assignee who becomes a Lender in accordance with the provisions of Section 9.07 of the Credit Agreement may rely on this opinion as if addressed and delivered to such assignee on the date hereof. Very truly yours, Samuel K. Lee Associate General Counsel Corporate, Finance and Ventures EXHIBIT D-3 FORM OF OPINION OF COUNSEL FOR DESIGNATED SUBSIDIARY [Date] To each of the Lenders and Agent parties to to the Credit Agreement referred to below Xerox Corporation Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.02(f) of the Amended and Restated Credit Agreement dated as of April 30, 2007 (the "Credit Agreement"), among Xerox Corporation, a New York corporation (the "Company"), the lenders party thereto, Citibank N.A., as Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Bookrunners. Terms defined in the Credit Agreement are used herein as therein defined. We have acted as counsel for [__________________], a [corporation] organized under the laws of [______] (the "Designated Subsidiary") in connection with the preparation, execution and delivery of the Designation Agreement dated as of [this date] between the Company and the Designated Subsidiary (the "Designation Agreement"). In that connection, we have examined: (1) the Designation Agreement; (2) the Credit Agreement; (3) the revolving notes (the "Notes") of the Designated Subsidiary contemplated by the Credit Agreement and delivered on the date hereof; (4) [the [Articles] [Certificate] of Incorporation of the Designated Subsidiary and all amendments thereto (the "Charter")]; (5) [the by-laws and all amendments thereto (the "By-laws")] and the resolutions of the [Board of Directors] of the Designated Subsidiary dated [Date], in each case, as amended and in effect as of this date]; (6) [a certificate of the Secretary of State of __________, dated _______________, 2007, attesting to the continued corporate existence and good standing of the Designated Subsidiary in that State]; and (7) such other documents, agreements and instruments, and such laws, rules, regulations, orders, decrees, writs, judgments, awards, injunctions, and the like, as we have deemed necessary as a basis for the opinions hereinafter expressed. We have also examined the originals, or copies certified to our satisfaction, of the documents listed in a certificate of the chief financial officer of the Designated Subsidiary, dated the date hereof (the "Certificate"), certifying that the documents listed in such certificate are all of the indentures, loan or credit agreements, guarantees, mortgages, security agreements, bonds, notes and other material agreements or instruments, and all of the orders, writs, judgments, awards, injunctions and decrees, that affect or purport to affect the Designated Subsidiary's right to borrow money or the Designated Subsidiary's obligations under the Designation Agreement, the Credit Agreement or the Notes. In our examination we have assumed the genuineness of all signatures including endorsements, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to questions of fact material to such opinions, we have, when relevant facts were not independently established by us, relied upon statements and representations of the Designated Subsidiary or its officers or of public officials. We have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Initial Lenders and the Agent. Our opinions expressed below are limited to the laws of [the State of [New York], the General Corporation Law of the State of [__________] and the Federal law of the United States] / [Country]. Based upon the foregoing and upon such investigation as we have deemed necessary, we are of the following opinion: 1. The Designated Subsidiary is a [corporation] duly organized, validly existing and in good standing under the laws of [__________]. 2. The execution, delivery and performance by the Designated Subsidiary of the Designation Agreement, and the consummation of the transactions contemplated by the Designation Agreement, the Credit Agreement and the Notes, are within the Designated Subsidiary's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the [Charter or the By-laws] or (ii) any law, rule or regulation applicable to the Designated Subsidiary [(including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System)] or (iii) any contractual or legal restriction contained in any document listed in the Certificate or, to our knowledge, contained in any other similar document. The Designation Agreement has been duly executed and delivered on behalf of the Designated Subsidiary. 3. [No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Designated Subsidiary of the Designation Agreement, and the consummation of the transactions contemplated by the Designation Agreement, the Credit Agreement and the Notes.] / [No authorization or approval or other action by, and no notice to or filing with, any [Country] governmental authority or [Country] regulatory body or any third party is required for (a) the due execution, delivery, recordation, filing or performance by the Designated Subsidiary of the Designation Agreement, and the consummation of the transactions contemplated by the Designation Agreement, the Credit Agreement and the Notes, except for the authorizations, approvals, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect, or (b) the exercise by the Agent, any Lender or the Issuing Bank of its rights under the Designation Agreement, the Credit Agreement and the Notes.] 4. The Designation Agreement and the Credit Agreement are, and after giving effect to the initial Borrowing, the Notes will be, legal, valid and binding obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms. 5. There are no pending or, to our knowledge, threatened actions or proceedings against the Designated Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator that that (x) could be reasonably likely to have a Material Adverse Effect or (y) purports to affect the legality, validity or enforceability of the Designation Agreement, the Credit Agreement or any Note or the consummation of the transactions contemplated thereby. 6. [The governing law provisions of the Designation Agreement, the Credit Agreement or any Note (which provide that such Designation Agreement, Credit Agreement or Notes shall be governed by the laws of the State of New York) are valid under the laws of [Country]. In any action or proceeding arising out of or relating to the Designation Agreement, the Credit Agreement or the Notes in any court of [Country], such court would recognize and give effect to the provisions of the Designation Agreement and Section 9.10 of the Credit Agreement wherein the parties thereto agree that the Designation Agreement, the Credit Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.](1) 7. [Assuming that the Designation Agreement, the Credit Agreement or any Note is the legal, valid and binding obligation of the Designated Subsidiary, enforceable against the Designated Subsidiary in accordance with its terms under the laws of the State of New York which expressly govern the Designation Agreement, the Credit Agreement or any Note, the Designation Agreement, the Credit Agreement or any Note is the legal, valid and binding obligation of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with its terms under the laws of [Country].] ----------------- (1) Paragraphs 6 through 9 to be used if the Designated Subsidiary is a Foreign Subsidiary. Subject to appropriate qualifications reasonably acceptable to the Agent, depending on the jurisdiction of the Foreign Subsidiary. 8. [None of the terms of the Designation Agreement, the Credit Agreement or any Note violates an important public policy of [Country].] 9. [A judgment obtained from any federal or state court of the United States in respect of any of the Designation Agreement, the Credit Agreement or any Note would be enforceable without reconsideration on the merits in the courts of [Country].] The opinions set forth above are subject to the following assumptions and qualifications: (a) Our opinion in paragraph 4 above(2) as to enforceability is subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar law affecting creditors' rights generally. (b) Our opinion in paragraph 4 above(3) as to enforceability is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (c) We express no opinion as to (i) Section 2.14 of the Credit Agreement insofar as it provides that any Lender purchasing a participation from another Lender pursuant thereto may exercise set-off or similar rights with respect to such participation and (ii) the effect of the law of any jurisdiction other than [____________] wherein any Lender may be located or wherein enforcement of the Designation Agreement, the Credit Agreement or the Notes may be sought that limits the rates of interest legally chargeable or collectible. (d) [Other assumptions and qualifications reasonably acceptable to the Agent to be added.] Very truly yours, ----------------- (2) If paragraph 7 is used, this should be modified to refer to "paragraph 7 above". EXHIBIT E FORM OF COMMITMENT INCREASE OPINION [Date] To the Lenders and Agent parties to the Credit Agreement referred to below XEROX CORPORATION ----------------- Dear Sirs: The undersigned, an attorney-at-law admitted to practice in the State of New York, is [Associate General Counsel, Corporate, Finance and Ventures] of Xerox Corporation, a New York corporation (the "Company"). As such I or other lawyers in the Office of General Counsel of the Company who report directly to me ("my reports") are familiar with the proceedings taken by the Company in connection with the preparation, execution and delivery of the Agreement and the Notes referred to below. This opinion is furnished to you pursuant to Section 2.18(d)(i) of the Amended and Restated Credit Agreement, dated as of April 30, 2007 (the "Credit Agreement"), among the Company, the lenders party thereto, Citibank, N.A., as Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Bookrunners. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. In rendering the opinions set forth herein, either I or my reports have examined the following: (1) the Credit Agreement; (2) the revolving notes (the "Notes") of the Company contemplated by the Credit Agreement and delivered prior to or on the date hereof; (3) the corporate documents relating to the Company, which include the following: (i) certified copies of (y) the resolutions of the Board of Directors of the Company approving the Credit Agreement and the Notes and (z) all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the Credit Agreement and the Notes; and (ii) a certificate of the Secretary or Assistant Secretary of the Company, certifying the names and true signatures of the officers of the Company authorized to sign the Credit Agreement, the Notes and the other documents to be delivered by the Company thereunder; and (iii) the Restated Certificate of Incorporation and the By-laws of the Company, each as amended to the date hereof (the "Charter" and the "By-Laws", respectively); and (4) such other documents, agreements and instruments, and such laws, rules, regulations, orders, decrees, writs, judgments, awards, injunctions, and the like, as I have deemed necessary as a basis for the opinions hereinafter expressed. In the foregoing examination of the documents referred to above, I and my reports have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures (other than signatures of the Company), and the conformity to the originals of such documents submitted to us as copies. I have relied, as to factual matters, on the documents I and my reports have examined. I also have assumed that each of the lenders, the Agent and the other parties thereto (other than the Company) has duly executed and delivered, pursuant to due authorization, the Credit Agreement. Based upon the foregoing, it is my opinion that: (i) The Company is duly organized, validly existing and in good standing under the laws of the State of New York. (ii) The Company has corporate power and authority to execute, deliver and perform the Credit Agreement (after giving effect to the Commitment Increase as of the Increase Date) and the Notes and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all requisite corporate or similar action on the part of the Company. (iii) The Credit Agreement (after giving effect to the Commitment Increase as of the Increase Date) and the Notes have been duly executed and delivered by the Company. (iv) The Credit Agreement (after giving effect to the Commitment Increase as of the Increase Date) and the Notes constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms under the laws of the State of New York. (v) Except for the Disclosed Matters, there is no pending or, to my knowledge, threatened action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries before any court, governmental agency or arbitrator that (x) could be reasonably likely to have a Material Adverse Effect or (y) purports to affect the legality, validity or enforceability of the Credit Agreement (after giving effect to the Commitment Increase as of the Increase Date) or any Note or the consummation of the transactions contemplated thereby. (vi) The due authorization, execution or delivery by the Company of the Credit Agreement (after giving effect to the Commitment Increase as of the Increase Date) and the Notes, the performance by the Company of its obligations thereunder, the consummation of the transactions contemplated by the Credit Agreement (after giving effect to the Commitment Increase as of the Increase Date) and the Notes and the fulfillment of the terms of the Credit Agreement (after giving effect to the Commitment Increase as of the Increase Date) and each of the Notes will not conflict with, result in a breach of, or constitute a default under the Charter or By-Laws of the Company or the terms of any indenture or other material agreement or instrument to which the Company or any of the Company's subsidiaries is a party or bound, or any order, decree, judgment or regulation (other than any federal or state securities or blue sky laws, rules or regulations) known to me to be generally applicable to the Company or any of the Company's subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of the Company's subsidiaries. My opinions are subject to the following qualifications: (a) I am qualified to practice law in the State of New York. The opinions expressed herein are limited to the law of the State of New York and the Federal law of the United States. (b) The opinions expressed herein are given as of the date hereof and I undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein. (c) [Other assumptions and qualifications reasonably acceptable to the Agent to be added.] This opinion is being furnished only to you in connection with the Credit Agreement and the Notes and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without my prior written consent, except that any assignee who becomes a Lender in accordance with the provisions of Section 9.07 of the Credit Agreement may rely on this opinion as if addressed and delivered to such assignee on the date hereof. Very truly yours, EXHIBIT F FORM OF DESIGNATION AGREEMENT [DATE] To each of the Lenders parties to the Credit Agreement (as defined below) and to Citibank, N.A., as Agent for such Lenders Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of April 30, 2007 (as amended or modified from time to time, the "Credit Agreement") among Xerox Corporation, a New York corporation (the "Company"), the other borrowers parties thereto, the Lenders (as defined in the Credit Agreement) and Citibank, N.A., as agent for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. Please be advised that the Company hereby designates its undersigned Subsidiary, ____________ ("Designated Subsidiary"), as a "Designated Subsidiary" under and for all purposes of the Credit Agreement. The Designated Subsidiary, in consideration of each Lender's agreement to extend credit to it under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a "Designated Subsidiary" and a "Borrower" under the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Subsidiary hereby represents and warrants to each Lender as follows: (a) The Designated Subsidiary is a corporation duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of ______________________. (b) The execution, delivery and performance by the Designated Subsidiary of this Designation Agreement, the Credit Agreement and the Notes to be delivered by it are within the Designated Subsidiary's corporate or other powers, have been duly authorized by all necessary corporate or other action and do not contravene (i) the Designated Subsidiary's organizational documents or by-laws (ii) any law applicable to the Designated Subsidiary or (iii) any indenture or other agreement governing Debt or other material agreement or other instrument binding upon the Designated Subsidiary, any of its Subsidiaries or any of their properties, or give rise to a right thereunder to require the Designated Subsidiary or any of its Subsidiaries to make any payment therefor. The Designation Agreement and the Notes delivered by it have been duly executed and delivered on behalf of the Designated Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any third party is required for the due execution, delivery and performance by the Designated Subsidiary of this Designation Agreement, the Credit Agreement or the Notes to be delivered by it, except as have been obtained or made and are in full force and effect or where the failure to obtain the same would not have a Material Adverse Effect. (d) This Designation Agreement is, and the Notes to be delivered by the Designated Subsidiary when delivered will be, legal, valid and binding obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) There is no pending or threatened action, suit, investigation or proceeding, including, without limitation, any Environmental Action, affecting the Designated Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator that purports to affect the legality, validity or enforceability of this Designation Agreement, the Credit Agreement or any Note of the Designated Subsidiary. The Designated Subsidiary hereby agrees that service of process in any action or proceeding brought in any New York State court or in federal court may be made upon the Company at its offices at ___________, Attention: __________ (the "Process Agent") and the Designated Subsidiary hereby irrevocably appoints the Process Agent to give any notice of any such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Company hereby accepts such appointment as Process Agent and agrees with you that (i) the Company will maintain an office in Connecticut through the Termination Date and will give the Agent prompt notice of any change of address of the Company, (ii) the Company will perform its duties as Process Agent to receive on behalf of the Designated Subsidiary and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any New York State or federal court sitting in New York City arising out of or relating to the Credit Agreement and (iii) the Company will forward forthwith to the Designated Subsidiary at its address at ___________________ or, if different, its then current address, copies of any summons, complaint and other process which the Company received in connection with its appointment as Process Agent. This Designation Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, XEROX CORPORATION By ------------------------------- Name: Title: [THE DESIGNATED SUBSIDIARY] By ------------------------------- Name: Title: