CREDIT AGREEMENT dated as of April 1, 2008 STAPLES, INC. THE LENDERS NAMED HEREIN, LEHMAN COMMERCIAL PAPER INC., as ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A. and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Syndication Agents, with LEHMAN BROTHERS...

Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

dated as of April 1, 2008

STAPLES, INC.

THE LENDERS NAMED HEREIN,

▇▇▇▇▇▇ COMMERCIAL PAPER INC.,

as ADMINISTRATIVE AGENT,

BANK OF AMERICA, N.A.

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

with

▇▇▇▇▇▇ BROTHERS INC.

as Lead Arranger and Bookrunner

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of April 1, 2008, is by and among (a) STAPLES, INC. (the “Borrower”), a Delaware corporation having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (b) the lending institutions listed on Schedule 1 hereto (the “Lenders”), (c) ▇▇▇▇▇▇ BROTHERS COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and (d) BANK OF AMERICA, N.A. and HSBC BANK USA, NATIONAL ASSOCIATION, as co-syndication agents for the Lenders (collectively, the “Co-Syndication Agents”).

WHEREAS, the Lenders are willing to make loans to the Borrower, all on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged (these recitals being an integral part of this Credit Agreement), the Borrower, the Administrative Agent and the Lenders hereby agree as follows:

§1.          DEFINITIONS AND RULES OF INTERPRETATION.

§1.1.       Definitions.  The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Credit Agreement referred to below:

Adjustment Date.  The date which is three (3) Business Days after each Compliance Certificate is delivered by the Borrower pursuant to §§5.4(a) and (b) hereof.

Administrative Agent.  As defined in the preamble hereto.

Administrative Agent Fees.  See §3.1 hereof.

Administrative Agent’s Special Counsel.  Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP or such other counsel as may be approved by the Administrative Agent.

Administrative Questionnaire.  An Administrative Questionnaire in a form supplied by the Administrative Agent.

Affiliate.  Any Person that would be considered to be an affiliate of a Person under Rule 144(a) of the Rules and Regulations of the SEC, as in effect on the Effective Date, if such Person were issuing securities.

AFM.  Stichting Autoriteit Financiële Markten (the Netherlands Authority for the Financial Markets).

Agent Parties.  See §14.3 hereof.

Anticipatory Commercial Paper.  Commercial paper issued by the Borrower prior to and in anticipation of the first date on which it will purchase Corporate Express Shares pursuant to the Offer (the “Initial Offer Funding Date”); provided that (a) such commercial paper shall be issued no earlier than five (5) Business Days prior to the anticipated Initial Offer Funding Date as notified by the Borrower in writing to the Administrative Agent at or prior to the time of such issuance, (b) such commercial paper shall mature no later than thirty (30) days following the date of the first issuance of Anticipatory Commercial Paper issued by the Borrower and (c) if the Initial Offer Funding Date has not occurred on or prior to the date that is thirty (30) days following such first issuance date, such commercial paper shall not be rolled (or refinanced through the issuance of additional commercial paper) to a maturity date later than such thirtieth (30th) day.

Applicable Margin.  The Applicable Margin shall be in effect for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”) based on a determination of the Senior Debt Rating.  The Senior Debt Rating shall be determined as of the last day of the preceding Rate Adjustment Period.  The Applicable Margin shall be the applicable rate per annum, corresponding to the lower of the Levels set forth in the table below (with Level I being the lowest level and Level IV being the highest level) corresponding to the Senior Debt Rating.  In the event that the Senior Debt Ratings assigned by ▇▇▇▇▇’▇ and S&P are not equivalent, the following criteria shall determine which Level shall be applicable to the Senior Debt Rating: (a) if the Senior Debt Ratings are one Level apart, the Level applicable to the Senior Debt Rating shall be the lower of the two Levels and (b) if the Senior Debt Ratings are more than one Level apart, the Level applicable to the Senior Debt Rating shall be one Level above (i.e., towards Level IV) the lower of the two Levels.  For purposes of clarity, the parties hereto acknowledge that (i) the Applicable Margin with respect to Base Rate Loans shall be the rate per annum set forth in column C in the table below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition), (ii) the Applicable Margin with respect to Eurocurrency Rate Loans shall be the rate per annum set forth in column D in the table below (as such Applicable Margin shall be adjusted pursuant to the last paragraph of this definition) and (iii) the Commitment Fee shall be the rate per annum set forth in column E.

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Notwithstanding the foregoing, if the Borrower fails to deliver any Compliance Certificate pursuant to §§5.4(a) or (b) hereof then, for the period commencing on the date such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin corresponding to Level IV above.

The relevant Applicable Margin for Base Rate Loans and Eurocurrency Rate Loans, as determined in accordance with this definition, shall increase by (i) 0.25% per annum on the date which is 90 days after the Closing Date, (ii) an additional 0.50% per annum on the date which is 180 days after the Closing Date and (iii) an additional 0.50% per annum on the date which is 210 days after the Closing Date.

Applicable Pension Legislation.  At any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial or otherwise) then applicable to the Borrower or any of its Subsidiaries.

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

Arranger.  ▇▇▇▇▇▇ Brothers Inc.

Asset Sale.  Any Disposition of property or series of related Dispositions of property after the Effective Date (other than any Excluded Disposition), including any Dispositions resulting from any condition or requirement of any antitrust regulatory authority in connection with the Corporate Express Acquisition, which yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $15,000,000 (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds).

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Assignment and Assumption.  See §18.1 hereof.

Balance Sheet Date.  February 2, 2008.

Base Rate.  The higher of (a) the Prime Rate and (b) one-half of one percent (1/2%) per annum above the Federal Funds Effective Rate.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

Base Rate Loans.  Any Loans bearing interest calculated by reference to the Base Rate.

Borrower.  As defined in the preamble hereto.

Borrower Materials.  See §5.4(e) hereof.

Business Day.  Any day on which banking institutions in New York, New York, are open for the transaction of banking business and, if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Credit Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.

Capital Stock.  With respect to any corporation, partnership, trust, unincorporated association, joint venture, limited liability company, or other legal or business entity, any and all shares, interests, participations or other equivalent (however designated) of capital stock of such entity, any and all limited or general partnership interests and equivalent ownership interests in such entity, any and all warrants and options to purchase any of the foregoing, and any securities convertible into any of the foregoing.

Capitalized Leases.  Leases under which the Borrower or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

CERCLA.  The Comprehensive Environmental Response, Compensation and Liability Act of 1980.

Closing Date.  The date (which shall be no later than February 17, 2009) on which the conditions set forth in §9 hereof have been satisfied (or waived in accordance with §25 hereof).

Code.  The Internal Revenue Code of 1986.

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Commitment.  The agreement of each Lender, subject to the terms and conditions of this Credit Agreement, to make Loans to the Borrower.

Commitment Amount.  With respect to each Lender, the amount of such Lender’s Commitment set forth on Schedule 1 hereto or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable, as the same may be reduced from time to time in accordance with the terms of this Credit Agreement; or if the Total Commitment is terminated pursuant to the provisions hereof, zero.

Commitment Fee.  See §3.2 hereof.

Commitment Percentage.  With respect to each Lender, the percentage of the Total Commitment represented by such Lender’s Commitment.  If the Commitments have terminated or expired, the Commitment Percentages of the Lenders shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

Commitment Period.  The period commencing on the earlier of (a) the Closing Date and (b) the initial date of issuance of any Anticipatory Commercial Paper, to and including the day immediately preceding the Maturity Date.

Compliance Certificate.  See §5.4(a) hereof.

Confidential Information.  All information relating to the Borrower or any of its Subsidiaries that is labeled by the Borrower or such Subsidiary as confidential at the time such information is supplied by the Borrower or such Subsidiary to a Lender, other than information which (a) is public knowledge or generally available to the public, or (b) is obtained by any of the Lenders, whether prior to or after disclosure to such Lender by the Borrower or any of its Subsidiaries, from a source other than the Borrower or any of its Subsidiaries, provided that such information is not known by such Lender to have been disclosed by any party in violation of a confidentiality agreement with the Borrower or any of its Subsidiaries, any other obligation of nondisclosure with respect to the Borrower or any of its Subsidiaries or any applicable statutory or regulatory limitation imposed on the disclosure of such information.

Consolidated or consolidated.  With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP.

Consolidated Adjusted Funded Debt.  With respect to the Borrower and its Subsidiaries, as at any date of determination, on a consolidated basis, the aggregate of (a) Consolidated Total Funded Debt as of such date plus (b) (i) Rental Expense for the period of twelve consecutive months then ended multiplied by (ii) eight (8).

Consolidated EBIT.  For any period, consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deducting all expenses and other proper charges other

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than interest expense, taxes and any noncash nonrecurring charges, and excluding, without duplication, (a) all extraordinary and nonrecurring items of (i) income or (ii) cash losses in an aggregate amount not to exceed $100,000,000 on a cumulative basis from October 13, 2006, as determined in accordance with GAAP and (b) all income or loss from any corporation, partnership, limited liability company, joint venture or other entity in which the Borrower or any of its Subsidiaries holds not more than a fifty percent (50%) ownership interest, as determined in accordance with GAAP; provided that there shall be further excluded in calculating consolidated net income (or deficit) for purposes of this definition, without duplication, any noncash (x) losses attributable to the use of a fair value methodology for recognition and measurement of impairment of goodwill not identified with impaired assets in accordance with Accounting Principles Board Opinion No. 142 and (y) SFAS 123R expenses; provided that, with respect to any such period in which the Corporate Express Acquisition shall have been consummated, Consolidated EBIT for such period shall be calculated on a pro forma basis so as to give effect thereto as of the first day of such period.

Consolidated Total Assets.  All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

Consolidated Total Funded Debt.  With respect to the Borrower and its Subsidiaries, as at any date of determination, on a consolidated basis, the aggregate (without duplication) of (a) all outstanding Indebtedness of the Borrower and its Subsidiaries relating to or in respect of (i) the borrowing of money or the obtaining of credit, including the issuance of notes or bonds and standby letters of credit outstanding but excluding documentary letters of credit, (ii) the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business), (iii) any Synthetic Leases or any Capitalized Leases, and (iv) the transactions permitted under §6.1(q) hereof, plus (b) all Indebtedness of the type referred to in clause (a) of another Person guaranteed by the Borrower or any of its Subsidiaries.

Consolidated Total Interest Expense.  For any period, the aggregate amount of interest required to be paid or accrued by the Borrower and its Subsidiaries during such period on all Indebtedness of the Borrower and its Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of Capitalized Leases and Synthetic Leases, and including facility fees, commitment fees, usage fees, agency fees, balance deficiency fees, and similar fees or expenses in connection with the borrowing of money, as determined in accordance with GAAP; provided that, with respect to any Measurement Period in which the Corporate Express Acquisition shall have been consummated, Consolidated Total Interest Expense for such period shall be calculated on a pro forma basis so as to give effect thereto as of the first day of such period.

Contingent Liabilities.  Any guaranties, endorsements, obligations to reimburse the issuer in respect of any letters of credit, agreements to purchase or provide funds for the payment of obligations of others, or other liabilities which would be classified as

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contingent in accordance with GAAP consistently applied, excluding, however, (a) product warranties given in the ordinary course of business, (b) endorsements of checks or other negotiable instruments for deposit or collection in the ordinary course of business, and (c) reimbursement obligations in respect of documentary trade letters of credit.

Conversion Request.  A notice given by the Borrower to the Administrative Agent of the Borrower’s election to convert or continue a Loan in accordance with §2.9 hereof.

Corporate Express.  Corporate Express N.V., a public limited liability company incorporated under the laws of The Netherlands.

Corporate Express Acquisition.  The acquisition of Corporate Express Shares and convertible debt of Corporate Express pursuant to the Offer.

Corporate Express ADS.  The issued and outstanding American Depositary Shares of Corporate Express, each representing one Corporate Express Ordinary Share, listed on the New York Stock Exchange.

Corporate Express Default.  See §9.7 hereof.

Corporate Express Dutch Shares.  Collectively, Corporate Express Ordinary Shares and Corporate Express Preference Shares A.

Corporate Express Material Indebtedness Default.  See §9.7 hereof.

Corporate Express Ordinary Shares.  The issued and outstanding ordinary shares, nominal value €1.20 per share, of Corporate Express, including the ordinary shares underlying Corporate Express ADS.

Corporate Express Preference Shares A.  The depositary receipts representing the issued and outstanding preference Shares A, nominal value €1.20 per share, of Corporate Express.

Corporate Express-Related Default.  See §9.7 hereof.

Corporate Express Shares.  Collectively, Corporate Express Dutch Shares and Corporate Express ADS.

Co-Syndication Agents.  As defined in the preamble hereto.

Credit Agreement.  This Credit Agreement, including the Schedules and Exhibits hereto.

Default.  Any event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

Delinquent Lender.  See §14.5.3 hereof.

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Disposition.  Any sale, assignment, transfer or other disposition of any property (whether now owned or hereafter acquired) by the Borrower or any of its Subsidiaries to any Person, including, without limitation, any sale of an equity interest in any Subsidiary.

Distribution.  (a) The declaration or payment of any dividend on or in respect of any shares of any class of Capital Stock of the Borrower, other than dividends payable solely in shares of common stock of the Borrower; (b) the purchase, redemption, or other retirement of any shares of any class of Capital Stock of the Borrower, directly or indirectly through a Subsidiary of the Borrower or otherwise; (c) the return of capital by the Borrower to its shareholders as such; or (d) any other distribution on or in respect of any shares of any class of Capital Stock of the Borrower.

Dollars or $.  Dollars in lawful currency of the United States of America.

Domestic Subsidiary.  Any Subsidiary that is organized under the laws of the United States of America, any state or territory thereof or the District of Columbia.

Drawdown Date.  The date on which any Loan is made or is to be made, and the date on which any Loan is converted or continued in accordance with §2.9 hereof.

Early Termination Date.  The earlier of (a) February 17, 2009, if the Closing Date shall not have occurred on or prior to such date and (b) at any time after the Effective Date, both of the following have occurred: (i) if the Borrower and Corporate Express shall have entered into a definitive acquisition agreement with respect to the acquisition by the Borrower of Corporate Express, the subsequent termination of such agreement and (ii) the permanent abandonment by the Borrower of, or the public announcement by the Borrower of its decision not to proceed with, such acquisition of Corporate Express (but not a mere lapse or expiration of any offer period in connection with the Offer).

Effective Date.  See §8 hereof.

Eligible Assignee.  Any of (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval in the case of (i) and (ii) not to be unreasonably withheld or delayed, and in the case of (ii), it being understood that it shall be reasonable for the Borrower to withhold such approval if the proposed Person does not have an investment grade rating).

Employee Benefit Plan.  Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower, other than a Guaranteed Pension Plan or a Multiemployer Plan.

Environmental Laws.  Any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act (“RCRA”), CERCLA, the Superfund Amendments and Reauthorization Act of 1986 (“▇▇▇▇”), the Federal Clean Water Act,

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the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment.

Environmental Notice.  Any notice to the Borrower or any of its Subsidiaries from any third party including, without limitation: any federal, state or local governmental authority, (a) that it has been identified by the United States Environmental Protection Agency as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇; (b) that any Hazardous Substances which it has generated, transported or disposed of has been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower or any of its Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (c) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding in connection with the release of Hazardous Substances.

Equity Issuance.  After the Effective Date, any issuance or sale by the Borrower or any of its Subsidiaries of (a) any of its Capital Stock, (b) any warrants or options exercisable in respect of its Capital Stock (other than any warrants, options or restricted stock issued to directors, officers, employees or consultants of the Borrower or any of its Subsidiaries pursuant to benefit plans established in the ordinary course of business and any of its Capital Stock issued upon the exercise of such warrants or options) or (c) any other security or instrument representing an equity interest (or the right to obtain any equity interest) in the Borrower or any of its Subsidiaries.

ERISA.  The Employee Retirement Income Security Act of 1974.

ERISA Affiliate.  Any Person which is treated as a single employer with the Borrower under §414 of the Code.

ERISA Reportable Event.  A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.

Eurocurrency Rate.  For any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Page LIBOR01 at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that in the event that such rate does not appear on such Reuters Page (or otherwise on the Reuters screen), the “Eurodollar Rate” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be reasonably selected by the Administrative Agent.

Eurocurrency Rate Loans.  Any Loans bearing interest calculated by reference to the Eurocurrency Rate.

Event of Default.  See §12.1 hereof.

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Excluded Disposition.  Any Disposition permitted under §6.7(a) hereof.

Excluded Equity Issuance.  (a) Any Equity Issuance by any Subsidiary to the Borrower or any other Subsidiary, (b) any capital contribution by the Borrower or any Subsidiary to any Subsidiary and (c) any Equity Issuance by the Borrower pursuant to employee stock plans.

Excluded Indebtedness.  Any Indebtedness permitted under §§6.1(a), (b), (c), (d), (e), (f), (g), (h), (j), (k), (l), (n) (subject to the immediately following proviso), (o) or (r) hereof; provided that the only Indebtedness incurred under §6.1(n) hereof that shall constitute Excluded Indebtedness shall be (i) Indebtedness of Subsidiaries under working capital credit lines or facilities (whether or not committed) in an aggregate principal amount not exceeding $450,000,000 at any time outstanding and (ii) Indebtedness constituting Anticipatory Commercial Paper hereunder or additional commercial paper issued by the Borrower after the Closing Date.

Existing Credit Agreement.  That certain Amended and Restated Revolving Credit Agreement dated as of October 13, 2006, as amended, by and among the Borrower, the lending institutions party thereto and Bank of America as administrative agent for such lending institutions.

Federal Funds Effective Rate.   For any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published for the Business Day next succeeding (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 next succeeding Business Day, the Federal Funds Effective Rate for any such day shall be the average rate per annum (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

Financial Affiliate.  A Subsidiary of the bank holding company controlling any Lender, which Subsidiary is engaging in any of the activities permitted by §4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. §1843).

Fixed Charge Coverage Ratio.  See §7.1 hereof.

Fund.  Any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

GAAP or generally accepted accounting principles.  (a) When used in §§6 and 7 hereof, whether directly or indirectly through reference to a capitalized term used therein, means (i) principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and (ii) to the extent consistent with such principles,

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the accounting practice of the Borrower reflected in its financial statements for the year ended on the Balance Sheet Date, and (b) when used in general, other than as provided above, means principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (ii) consistently applied with past financial statements of the Borrower adopting the same principles, provided that in each case referred to in this definition of GAAP a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in GAAP) as to financial statements in which such principles have been properly applied.

Governmental Authority.  The government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Guaranteed Pension Plan.  Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Guaranties.  The Guaranty by each Guarantor in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent, dated as of the date hereof, and each additional guaranty executed by a Subsidiary of the Borrower acquired or formed after the date hereof.

Guarantors.  Those Subsidiaries of the Borrower listed on Schedule 2 hereto, as such schedule may be modified from time to time in accordance with §3.14 hereof.

Hazardous Substances.  Any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) and any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws.

Indebtedness.  All obligations, contingent and otherwise, that in accordance with GAAP should be classified upon the obligor’s balance sheet as liabilities, or to which reference should be made by footnotes thereto, including in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect; (b) all liabilities secured by any mortgage, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all obligations in respect of interest rate protection arrangements and exchange rate protection arrangements; (d) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness of others, including any obligation to supply funds to or in any

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manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise, and the obligations to reimburse the issuer in respect of any letters of credit; and (e) every obligation of such Person under any Synthetic Lease.

Indemnified Party.  See §14.7 hereof.

Indemnitee.  See §16 hereof.

Initial Lenders.  LCPI, Bank of America, N.A. and HSBC Bank USA, National Association.

Initial Offer Funding Date.  As defined in the definition of Anticipatory Commercial Paper.

Interest Payment Date.  (a) As to any Base Rate Loan, each Quarterly Date; and (b) as to any Eurocurrency Rate Loan in respect of which the Interest Period is (i) 3 months or less, the last day of such Interest Period and (ii) more than 3 months, the date that is 3 months from the first day of such Interest Period, the last day of each 3 month period thereafter, and, in addition, the last day of such Interest Period.

Interest Period.  With respect to each Eurocurrency Rate Loan, (a) initially, the period commencing on the Drawdown Date of such Loan and ending on the numerically corresponding day in the calendar month that is 1, 2, 3 or 6 months thereafter, as selected by the Borrower in a Loan Request; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Loan and ending on the numerically corresponding day in the calendar month that is 1, 2, 3 or 6 months thereafter, as selected by the Borrower in a Conversion Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(a)                                  if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(b)                                 if the Borrower shall fail to give notice as provided in §2.9 hereof, the Borrower shall be deemed to have requested a conversion of the affected Eurocurrency Rate Loan to a Base Rate Loan;

(c)                                  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

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(d)                                 any Interest Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.

Investments.  All expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of stock or Indebtedness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any guaranties (or other commitments as described under Indebtedness), or obligations of, any Person.  In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.

Joinder Agreements.  Joinder agreements in substantially the form of Exhibit E hereto pursuant to which Subsidiaries of the Borrower become parties to and agree to be bound by the provisions of the Guaranty as a Guarantor.

LCPI.  ▇▇▇▇▇▇ Commercial Paper Inc., in its individual capacity.

Lender Affiliate.  With respect to any Lender, (a) an Affiliate of such Lender or (b) any Approved Fund.

Lenders.  As defined in the preamble hereto, which term shall include any other Person who becomes an assignee of any rights and obligations of a Lender pursuant to §18 hereof.

Lending Office.  As to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

Loan Documents.  This Credit Agreement, the Guaranties, the Notes and any other documents delivered pursuant to this Credit Agreement.

Loan Request.  See §2.2 hereof.

Loans.  Loans made or to be made by the Lenders to the Borrower pursuant to §2 hereof.

Margin Regulations.  Regulations U and X.

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Margin Stock.  “Margin stock” as such term is defined in Regulation U.

Material Indebtedness.  Indebtedness (other than the Loans) or obligations in respect of one or more interest rate protection arrangements or exchange rate protection arrangements (calculated, with respect to such arrangements based on the notional principal amount thereof) of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount of $50,000,000 or more.

Maturity Date.  The date which is 364 days after the Closing Date.

Measurement Period.  See §7.1 hereof.

Moody’s.  ▇▇▇▇▇’▇ Investors Service, Inc.

Multiemployer Plan.  Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate.

Net Cash Proceeds.  (a) In connection with any issuance or incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses actually incurred in connection therewith; (b) in connection with any Equity Issuance, the cash proceeds received from such Equity Issuance, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses actually incurred in connection therewith; and (c) in connection with any Asset Sale or Recovery Event, the proceeds thereof in the form of cash (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or the sale or disposition of any non-cash consideration or otherwise, but only as and when received and excluding the portion of such deferred payment constituting interest) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event and other costs, fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof and net of amounts deposited in escrow in connection therewith or reasonably expected to be paid as a result of any purchase price adjustment, indemnities or reserves related thereto (such amounts shall be Net Cash Proceeds to the extent and at the time released or not required to be so used).

Non-U.S. Lender.  See §3.3.3 hereof.

Notes.  Notes issued pursuant to §2.10 hereof.

Obligations.  All indebtedness, obligations and liabilities of any of the Borrower and its Subsidiaries to any of the Lenders and the Administrative Agent, individually or collectively, existing on the date of this Credit Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or

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unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Credit Agreement or any of the other Loan Documents or in respect of any of the Loans or other instruments at any time evidencing any thereof.

Obligor Group.  Collectively, the Borrower and the Guarantors (including any Subsidiary of the Borrower which as of any date of determination has become a Guarantor pursuant to the provisions of this Credit Agreement).

OECD.  The Organization for Economic Cooperation and Development.

Offer.  Collectively, (a) the tender offer in The Netherlands and all other jurisdictions (other than the United States of America) by the Borrower or a wholly-owned Subsidiary for all of the Corporate Express Dutch Shares and convertible debt of Corporate Express pursuant to the applicable Offer Documents and (b) the concurrent tender offer in the United States of America by the Borrower or a wholly-owned Subsidiary for all of the Corporate Express ADS, wherever held, and Corporate Express Dutch Shares held by persons located in the United States pursuant to the applicable Offer Documents, in each case, as such offer may be modified, amended, supplemented, withdrawn, reinstated or reaffirmed, launched or relaunched on or prior to the Closing Date.

Offer Documents.  (a) The Offer Memorandum, (b) each other document filed (whether prior to or following the Effective Date) by or on behalf of the Borrower or any of its Subsidiaries with the AFM, the SEC or any other applicable Governmental Authority in connection with the Offer, which in each case shall contain customary offer terms and conditions, and (c) any amendments, supplements or other modifications to any of the foregoing.

Offer Memorandum.  (a) The offer memorandum (biedingsbericht) filed (or to be filed) by the Borrower with, and approved (or to be approved) by, the AFM and (ii) the tender offer document filed with or submitted to the SEC, with respect to the Borrower’s offer to purchase all of the Corporate Express Shares (and, if applicable, the convertible debt of Corporate Express), in each case, which shall contain customary offer terms and conditions.

Outstanding or outstanding.  With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

Overnight Rate.  For any day, the greater of (a) the Federal Funds Effective Rate and (b) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Participant.  See §18.4 hereof.

PBGC.  The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

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Permitted Liens.  Liens, security interests and other encumbrances permitted under §6.2 hereof.

Person.  Any individual, corporation, limited liability company, partnership, limited liability partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

Platform.  See §5.4(e) hereof.

Prime Rate.  The prime lending rate as set forth on the Reuters Screen RTRTSY1 Page (or such other comparable page as may, in the reasonable opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time.

Public Lender.  See §4.15 hereof.

Quarterly Dates.  The last Business Day of March, June, September and December in each year, the first of which shall be the first such day after the date hereof.

Rate Adjustment Period.  As defined in the definition of Applicable Margin.

Real Estate.  All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries.

Recovery Event.  Any settlement of or payment in respect of any property or casualty insurance claim (but not to the extent such claim compensates for any loss of revenues or interruption of business or operations caused thereby) or any condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries with a value in excess of $10,000,000.

Register.  See §18.3 hereof.

Regulation U.  Regulation U of the Board of Governors of the Federal Reserve System (or any governmental body or authority succeeding to its functions), 12 C.F.R. Part 221, as in effect from time to time.

Regulation X.  Regulation X of the Board of Governors of the Federal Reserve System (or any governmental body or authority succeeding to its functions), 12 C.F.R. Part 224, as in effect from time to time.

Reinvestment Deferred Amount.  With respect to any Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice, the aggregate Net Cash Proceeds received by the Borrower or any Subsidiary in connection therewith that are not applied to prepay the Loans pursuant to §2.6 hereof as a result of the delivery of a Reinvestment Notice.

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Reinvestment Notice.  A written notice executed by the chief financial officer or the treasurer of the Borrower stating that no Default or Event of Default has occurred and is continuing and that the Borrower or any Subsidiary intends and expects to use all or a specified portion of the Net Cash Proceeds of a Recovery Event to repair or replace all or any portion of the assets relating to such Recovery Event.

Reinvestment Prepayment Amount.  With respect to any Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice, the Reinvestment Deferred Amount relating thereto minus any amount contractually committed by the Borrower (directly or indirectly through a Subsidiary) to be expended prior to the relevant Reinvestment Prepayment Date, or actually expended prior to such date, in each case to repair or replace assets relating to the relevant Recovery Event.

Reinvestment Prepayment Date.  With respect to any Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice, the earlier of (a) the date occurring twelve months after such Recovery Event and (b) with respect to any portion of a Reinvestment Deferred Amount, the date on which the Borrower or the relevant Subsidiary shall have determined not to, or shall have otherwise ceased to, repair or replace assets relating to the relevant Recovery Event with such portion of such relevant Reinvestment Deferred Amount.

Related Parties.  With respect to any Person, such Person’s Affiliates and the officers, directors, partners, trustees, employees, shareholders, advisors, agents, attorneys and controlling persons of such Person and of such Person’s Affiliates and their respective heirs, successors and assigns.

Rental Expense.  All obligations of the Borrower or any of its Subsidiaries under any rental agreements or leases of real property relating to retail stores, other than obligations in respect of Capitalized Leases and Synthetic Leases; provided that, with respect to any Measurement Period in which the Corporate Express Acquisition shall have been consummated, Rental Expense for such period shall be calculated on a pro forma basis so as to give effect thereto as of the first day of such period.

Replacement Lender.  See §3.12 hereof.

Required Lenders.  As of any date, the Lenders holding more than fifty percent (50%) of the sum of the outstanding principal amount of the Loans on such date (excluding any participations of a Delinquent Lender); and if no such principal and/or participation is outstanding, the Lenders whose aggregate Commitment Amounts constitute more than fifty percent (50%) of the Total Commitment.

Same Day Funds. With respect to disbursements and payments in Dollars, immediately available funds.

S&P.  Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

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SEC.  The United States Securities and Exchange Commission or any successor agency.

Senior Debt Rating.  The rating issued by S&P or Moody’s with respect to unsecured Indebtedness of the Borrower not maturing within twelve months, issued without third-party credit enhancement, and not subordinated by its term in right of payment to other Indebtedness of the Borrower.  In the event that no such ratings are available on such unsecured Indebtedness of the Borrower, the Senior Debt Rating shall be the rating implied, in the reasonable discretion of the Administrative Agent, to such unsecured Indebtedness by reference to such other Indebtedness of the Borrower as shall be so rated.

SFAS 123R.  Financial Accounting Standards Board Statement No. 123 (revised 2004), Share Based Payment, as amended or revised from time to time.

Specified Representations.  Each of (a) the representations and warranties of the Borrower set forth in §§4.1, 4.11 and 4.13 hereof and (b) the representations and warranties of the Borrower and/or any of its Subsidiaries set forth in any Offer Document.

Stockholders’ Equity.  As at any date of determination, the sum of (a) the capital accounts including common stock and preferred stock, but excluding treasury stock of the Borrower plus (b) the earned surplus and capital surplus of the Borrower (excluding adjustments to translate foreign assets and liabilities for changes in foreign exchange rates made in accordance with Financial Accounting Standards Board Statement No. 52), as determined in accordance with GAAP.

Subordinated Debt.  Unsecured Indebtedness of the Borrower or any of its Subsidiaries that is expressly subordinated and made junior to the payment and performance of the Obligations, and evidenced as such by a written instrument containing subordination provisions in form and substance approved by the Required Lenders in writing.

Subsidiary.  Any corporation, association, trust, or other business entity of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock and the accounts of which are consolidated with such designated parent in accordance with GAAP.  Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.

Substituted Lender.  See §3.12 hereof.

Synthetic Lease.  Any lease of goods or other property, whether real or personal, which is treated as an operating lease under GAAP and as a loan or financing for U.S. income tax purposes.

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Total Commitment.  The sum of the Commitment Amounts of the Lenders, as in effect from time to time.  The Total Commitment as of the Effective Date is $3,000,000,000.

Transactions.  Collectively, the transactions contemplated in the Offer Documents and the Loan Documents, the financing of the Corporate Express Acquisition including the financing contemplated by this Credit Agreement, and the repayment of any Indebtedness of Corporate Express and its Subsidiaries contemplated to be refinanced in connection with (or as a result of) the Corporate Express Acquisition.

Type.  As to any Loan, its nature as a Base Rate Loan or a Eurocurrency Rate Loan.

USA Patriot Act.  The USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time.

Voting Stock.  Capital Stock of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

§1.2.                     Rules of Interpretation

(a)                                A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement.

(b)                               The singular includes the plural and the plural includes the singular.

(c)                                A reference to any law includes any amendment or modification to such law.

(d)                               A reference to any Person includes its permitted successors and permitted assigns.

(e)                                Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer.

(f)                                  The words “include”, “includes” and “including” are not limiting.

(g)                               All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code.

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(h)           Reference to a particular “§” refers to that section of this Credit Agreement unless otherwise indicated.

(i)            The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement.

(j)            Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

(k)           This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are, however, additive and are to be performed in accordance with the terms thereof.

(l)            This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Borrower and are the product of discussions and negotiations among all parties.  Accordingly, this Credit Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents.

§2.          THE CREDIT FACILITY.

§2.1.       Commitment to Lend Loans.  Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders severally agrees from time to time during the Commitment Period to make Loans to the Borrower in Dollars and in such amounts as are requested by the Borrower, provided that (i) the aggregate principal amount of Loans made by each Lender (after giving effect to all amounts requested) shall not at any time exceed such Lender’s Commitment Amount and (ii) the outstanding Loans shall not at any time exceed the Total Commitment.  Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow Loans from time to time during the Commitment Period upon notice by the Borrower to the Administrative Agent given in accordance with §2.2 hereof.

§2.2.       Requests for Loans.  The Borrower shall give to the Administrative Agent written notice in the form of Exhibit A hereto (or telephonic notice confirmed in a writing in the form of Exhibit A hereto) of each Loan requested hereunder (a “Loan Request”) not later than (a) 12:00 noon (New York time) on the proposed Drawdown Date of any Base Rate Loan and (b) 12:00 noon (New York time) three (3) Business Days prior to the proposed Drawdown Date of any Eurocurrency Rate Loan.  Each such notice shall specify (i) the principal amount of the Loan requested, (ii) the proposed Drawdown Date of such Loan, (iii) with respect to any Eurocurrency Rate Loan, the

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initial Interest Period relating thereto and (iv) the Type of such Loan.  Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Lenders thereof.  Each Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Lenders on the proposed Drawdown Date.  Each Loan Request shall be (A) in a minimum aggregate amount of $1,000,000 or an integral multiple thereof with respect to Base Rate Loans and (B) in a minimum aggregate amount of $5,000,000 or an integral multiple of $l,000,000 with respect to Eurocurrency Rate Loans.

§2.3.       Funds for Loans.

§2.3.1.       Funding Procedures.  Each of the relevant Lenders will make available to the Administrative Agent, to the account of the Administrative Agent most recently designated by it for such purpose to the Lenders, in Same Day Funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans not later than 1:30 p.m. (New York time) on the proposed Drawdown Date of any Loans.  Upon receipt from each Lender of such amount, and upon receipt of the documents required by §9 or §10 hereof, as applicable, and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower the aggregate amount of such Loans made available to the Administrative Agent by the relevant Lenders.  The failure or refusal of any Lender to make available to the Administrative Agent its Commitment Percentage of the requested Loans on any Drawdown Date shall not excuse any other Lender from making available to the Administrative Agent the amount of such other Lender’s Commitment Percentage of any requested Loans.

§2.3.2.       Advances by Administrative Agent.

(a)           The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loans to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount.  If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period, times (b) the amount of such Lender’s Commitment Percentage of such Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Loans shall become immediately available to the Administrative Agent, and the denominator of which is 360.  A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this §2.3.2 shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender.  If the amount of such Lender’s Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days

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following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Loans made on such Drawdown Date and the Borrower may take the actions permitted under §3.12 hereof to replace such Lender.  Any payment by the Borrower to the Administrative Agent of any Loans pursuant to this §2.3.2 shall be deemed to be a payment of the Loans that were to be made by the Lender that failed to make such Loans.

(b)           Unless the Borrower has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to such Lender.  If and to the extent that such payment was not in fact made to the Administrative Agent by the Borrower in Same Day Funds, then each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Overnight Rate from time to time in effect.

(c)           A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under §§2.3.2(a) and (b) hereof shall be conclusive, absent manifest error.

§2.4.       Reduction of Total Commitment.  The Borrower shall have the right at any time and from time to time prior to the Maturity Date upon three (3) Business Days’ prior written notice to the Administrative Agent to reduce by $5,000,000 or an integral multiple thereof or terminate entirely the Total Commitment, whereupon the Commitment Amount of each Lender shall be reduced pro rata in accordance with its Commitment Percentage by the amount specified in such notice or, as the case may be, terminated.  Promptly after receiving any notice of the Borrower delivered pursuant to this §2.4, the Administrative Agent will notify the Lenders of the substance thereof.  No reduction or termination of the Total Commitment may be reinstated.

Unless previously terminated, the Total Commitment shall terminate entirely and automatically at 5:00 p.m., New York City time, on the earlier of (a) the Maturity Date and (b) the Early Termination Date.

§2.5.       Maturity of Loans.  The Borrower promises to pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, all of the Loans outstanding to the Borrower on such date, together with any and all accrued and unpaid interest thereon.

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§2.6.      Mandatory Commitment Reductions; Mandatory Prepayments of Loans.

(a)           If after the Effective Date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the incurrence or issuance of any Indebtedness (other than Excluded Indebtedness), not later than two (2) Business Days following the date of receipt of the Net Cash Proceeds of such Indebtedness the Total Commitment shall be reduced in an amount equal to such Net Cash Proceeds (and the Loans shall be prepaid to the extent required by §2.6(e) hereof).

(b)           If after the Effective Date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Equity Issuance (other than Excluded Equity Issuance), not later than two (2) Business Days following the date of receipt of the Net Cash Proceeds of such Equity Issuance the Total Commitment shall be reduced in an amount equal to such Net Cash Proceeds (and the Loans shall be prepaid to the extent required by §2.6(e) hereof).

(c)           If after the Effective Date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, not later than two (2) Business Days following the date of receipt of the Net Cash Proceeds of such Asset Sale the Total Commitment shall be reduced in an amount equal to such Net Cash Proceeds (and the Loans shall be prepaid to the extent required by §2.6(e) hereof).

(d)           If after the Effective Date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Recovery Event, then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof within ten (10) Business Days after such Recovery Event, on such tenth (10^th) Business Day the Total Commitment shall be reduced in an amount equal to such Net Cash Proceeds (and the Loans shall be prepaid to the extent required by §2.6(e)); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date with respect to such Recovery Event, the Total Commitment shall be reduced in an amount equal to the Reinvestment Prepayment Amount with respect to such Recovery Event (and the Loans shall be prepaid to the extent required by §2.6(e) hereof).

(e)           If immediately after giving effect to any reduction of the Total Commitment pursuant to this Credit Agreement the outstanding Loans exceed the Total Commitment, then the Borrower shall, on the date of such reduction, prepay the outstanding Loans in an aggregate amount such that, after giving effect thereto, the outstanding Loans shall not exceed the Total Commitment then in effect, such payment to be applied to the Loans for the respective accounts of the Lenders.

(f)            The Borrower shall give the Administrative Agent, prior written notice no later than 1:00 p.m., (New York time), on the date of any proposed prepayment pursuant to this §2.6 of Base Rate Loans and no later than 1:00 p.m., (New York time), three (3) Business Days’ prior to any proposed prepayment pursuant to this §2.6 of Eurocurrency Rate Loans, in each case specifying the proposed date of prepayment of such Loans and the principal amount to be prepaid.  Each such partial prepayment of the Loans shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurocurrency Rate Loans.  Each partial

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prepayment of Loans shall be allocated ratably among the Lenders in proportion to the respective unpaid principal amount of the Loans made by each Lender being prepaid.

(g)           Notwithstanding anything herein to the contrary, in the event that the Borrower borrows Loans under §11B hereof for purposes of refunding or repaying maturing Anticipatory Commercial Paper, then the Borrower will prepay such Loans in full, on the next succeeding Business Day, subject to the Borrower’s right to reborrow such Loans subject to the conditions under §9, 10 or 11 hereof.

§2.7.       Optional Repayments of Loans.  The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial repayment of the outstanding amount of any Eurocurrency Rate Loans pursuant to this §2.7 may be made only on the last day of the Interest Period relating thereto unless the Borrower pays each Lender, in accordance with §3.10 hereof, the costs and expenses incurred by such Lender as a result of the repayment of such Eurocurrency Rate Loan on a day other than the last day of the Interest Period relating thereto.  The Borrower shall give the Administrative Agent, prior written notice no later than 1:00 p.m., (New York time), on the date of any proposed repayment pursuant to this §2.7 of Base Rate Loans and no later than 1:00 p.m., (New York time), three (3) Business Days’ prior to any proposed repayment pursuant to this §2.7 of Eurocurrency Rate Loans, in each case specifying the proposed date of repayment of such Loans and the principal amount to be prepaid.  Each such partial repayment of the Loans shall be in an integral multiple of $5,000,000 and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurocurrency Rate Loans.  Each partial repayment of Loans shall be allocated ratably among the Lenders in proportion to the respective unpaid principal amount of the Loans made by each Lender being prepaid.

§2.8.       Interest on Loans.  (a)  Except as otherwise provided in §3.11 hereof,

(i)            each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and to but excluding the date of payment thereof at the rate per annum equal to the Base Rate plus the Applicable Margin (subject to adjustment from time to time as provided in the last paragraph of the definition of “Applicable Margin”); and

(ii)           each Eurocurrency Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and to but excluding the last day of the Interest Period with respect thereto at the rate per annum equal to the Eurocurrency Rate determined for such Interest Period plus the Applicable Margin (subject to adjustment from time to time as provided in the last paragraph of the definition of “Applicable Margin”).

(b)           Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Total Commitment; provided that, in the event of any repayment or prepayment of any Loan (other than a

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repayment or prepayment of a Base Rate Loan prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

§2.9.       Conversion Options.

§2.9.1.       Conversion to Different Type of Loan.  The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided that (a) with respect to any such conversion of a Eurocurrency Rate Loan to a Base Rate Loan, the Borrower shall give the Administrative Agent at least one (1) Business Day’s prior written notice of such election; (b) with respect to any such conversion of a Base Rate Loan to a Eurocurrency Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Business Days’ prior written notice of such election; (c) with respect to any such conversion of a Eurocurrency Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect to such Eurocurrency Rate Loan; and (d) no Base Rate Loan may be converted into a Eurocurrency Rate Loan when any Default or Event of Default has occurred and is continuing.  On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Lending Office for domestic loans or its Lending Office for Eurocurrency Rate Loans, as the case may be.  All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Conversion Request relating to the conversion of a Loan to a Eurocurrency Rate Loan shall be irrevocable by the Borrower.

§2.9.2.       Continuation of Type of Loan.  Any Eurocurrency Rate Loan may be continued as a Eurocurrency Rate Loan upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.9.1 hereof; provided that no Eurocurrency Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which officers of the Administrative Agent active upon the Borrower’s account have actual knowledge.  In the event that the Borrower fails to provide any such notice with respect to continuation of a Eurocurrency Rate Loan as such, than such Eurocurrency Rate shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto.  The Administrative Agent shall notify the Lenders and the Borrower promptly when any such automatic conversion contemplated by this §2.9.2 is scheduled to occur.

§2.9.3.       Eurocurrency Rate Loans.  Any conversion to or from Eurocurrency Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurocurrency Rate Loans having the same Interest Period shall not be less than 5,000,000

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or a whole multiple of $1,000,000 in excess thereof.  No more than six (6) Eurocurrency Rate Loans having different Interest Periods may be outstanding at any time.

§2.10.     Evidence of Debt.  The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note (a “Note”), which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

§3.          CERTAIN GENERAL PROVISIONS; FEES.

§3.1.       Administrative Agent Fees.  The Borrower shall pay the fees (the “Administrative Agent Fees”) to the Administrative Agent for its own account in the amount and at the times separately agreed upon in writing between the Borrower and the Administrative Agent.

§3.2.       Commitment Fee.  The Borrower agrees to pay to the Administrative Agent for the accounts of the Lenders in accordance with their respective Commitment Percentages a commitment fee (the “Commitment Fee”), which shall be calculated for each day at a per annum rate as set forth in the definition of Applicable Margin with respect to the Commitment Fee in effect at such time on the average daily unused amount of the Total Commitment during the period from and including the Effective Date to but excluding the earlier of the date the Commitments terminate and the Maturity Date.  The Commitment Fee shall be payable quarterly in arrears on each Quarterly Date and on the earlier of (a) the date on which the Total Commitment shall terminate and (b) the Maturity Date, commencing on the first such date to occur after the Effective Date.

§3.3.       Funds for Payments.

§3.3.1.       Payments to Administrative Agent.  All payments of principal, interest, Commitment Fees and any other fees or amounts due hereunder or under any of the other Loan Documents shall be made in Dollars to the Administrative Agent, for the respective accounts of the Lenders and the Administrative Agent, not later than 2:00 p.m. (New York time), to the account of the Administrative Agent most recently designated by it for such purpose to the Lenders, in each case in Same Day Funds.

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§3.3.2.       No Offset, Etc.  All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without condition or deduction for any recoupment, defense, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding.  If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, other than (a) with respect to taxes based upon the Administrative Agent’s or any Lender’s net income, or (b) with respect to amounts owing to a Lender that (i) is not incorporated under the laws of the United States of America or a state thereof and (ii) has not delivered to the Administrative Agent the forms referred to in §3.3.3 hereof, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower.  The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document.

§3.3.3.       Withholding.  Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”) hereby agrees that, if and to the extent it is legally able to do so, it shall, on the date it becomes a Lender hereunder, deliver to the Borrower and the Administrative Agent such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the United States or (ii) totally exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any

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application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten percent (10%) shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms).  Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this §3.3.3 are no longer effective, and promptly upon the Borrower’s or the Administrative Agent’s reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrower and the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).  Each Lender shall promptly (A) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction, and (B) take such reasonable steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary to avoid any requirement of applicable laws of any such jurisdiction that the Borrower make any deduction or withholding for taxes from amounts payable to such Lender.  Additionally, the Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Effective Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Lender or the Administrative Agent under such laws in connection with any payment by the Administrative Agent or any Lender of taxes or otherwise in connection with the Loan Documents, with respect to such jurisdiction.  This §3.3.3 shall not be construed to require the Administrative Agent, any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

§3.4.       Computations.  All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be based on a 360-day year, and, in each case, paid for the actual number of days elapsed.  Except as otherwise provided in the definition of the term “Interest Period”, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension.

§3.5.       Inability to Determine Eurocurrency Rate.  In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that

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adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders.  In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurocurrency Loan, will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurocurrency Rate Loans shall be suspended until the Administrative Agent or the Required Lenders, as applicable, determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

§3.6.       Illegality.  Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurocurrency Rate Loans, such Lender shall forthwith give notice of such circumstances to the Borrower and the other Lenders and thereupon the commitment of such Lender to make Eurocurrency Rate Loans or convert Base Rate Loans to Eurocurrency Rate Loans shall forthwith be suspended and such Lender’s Loans then outstanding as Eurocurrency Rate Loans, if any, shall be automatically, on the last day of the then current Interest Period relating thereto or within such earlier period as may be required by law, converted to a Base Rate Loan.  The Borrower hereby agrees promptly to pay the Administrative Agent for the account of such Lender, upon demand by such Lender, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion in accordance with this §3.6, including any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its Eurocurrency Rate Loans hereunder.

§3.7.       Additional Costs, Etc.  If any change after the Effective Date to any present applicable law or if any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:

(a)           subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or

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(b)           materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or

(c)           impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or

(d)           impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part,

and the result of any of the foregoing is:

(i)            to increase the cost to any Lender, of making, funding or maintaining any of the Loans or such Lender’s Commitment, or

(ii)           to reduce the amount of principal, interest, or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans, or

(iii)          to require such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder,

then, in each such case and to the extent that the amount of such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Base Rate or the Eurocurrency Rate, the Borrower will, upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum (without duplication for recovery of such amounts under any other provision hereof), provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of such demand for payment from such Lender or (as the case may be) the Administrative Agent unless such costs were incurred prior to such 60-day period solely as a result of such present or future applicable law being retroactive to a date which occurred prior to such 60-day period.

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§3.8.       Capital Adequacy.  If after the Effective Date any Lender or the Administrative Agent determines that the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact.  To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or the Eurocurrency Rate, then the Borrower agrees to pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or (as the case may be) the Administrative Agent of a certificate in accordance with §3.9 hereof, provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Lender or (as the case may be) the Administrative Agent.  Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

§3.9.       Certificate.  A certificate setting forth any additional amounts payable pursuant to §§3.7 or 3.8 hereof and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.  If the Borrower is required to pay any additional amounts pursuant to §§3.7 or 3.8 hereof with respect to any Lender, the Borrower may, following payment in full of the amount or amounts due set forth in such certificate, take the actions permitted by §3.12 hereof to replace such Lender.

§3.10.     Indemnity.  The Borrower agrees to indemnify each Lender and to hold each Lender harmless from and against all redeployment costs or expenses that such Lender may reasonably sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or any interest on any Eurocurrency Rate Loan as and when due and payable, including any such cost or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Eurocurrency Rate Loans, (b) default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a Loan Request or a Conversion Request relating thereto in accordance with §§2.2 or 2.9 hereof or (c) the making of any payment of a Eurocurrency Rate Loan or the making of any conversion of any Eurocurrency Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain any such Loans.

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§3.11.     Interest After Default.  Overdue principal and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents, if not repaid on or before the fifth calendar day following the day such payment was due, shall bear interest from the due date thereof, compounded monthly and payable on demand at any time from and after the fifth calendar day following the day such payment was due, at a rate per annum equal to two percent (2%) above the rate of interest then applicable thereto (or, if no rate of interest is then applicable thereto, the Base Rate) until such amount shall be paid in full (after as well as before judgment).

§3.12.     Replacement of Individual Lenders.  Upon the happening of any of the events set forth in §§2.3.2, 3.3.2, 3.3.3, 3.6, 3.7, 3.8 or 3.13 hereof, or in the case of a Delinquent Lender, the Borrower may (provided that at the time no Default or Event of Default exists or would result after giving effect to the Borrower’s action) prepay in full all Loans and other obligations owing by the Borrower to each affected Lender under §§2.3.2, 3.3.2, 3.3.3, 3.6, 3.7, 3.8 or 3.13 hereof and/or each Delinquent Lender (each such Lender being called a “Substituted Lender”), together with all amounts payable by the Borrower under §3.10 hereof with respect to such prepayment, and terminate the Commitment(s) of such Lender(s) subject to the following conditions:

(a)           the Borrower shall have delivered to the Administrative Agent not less than ten (10) Business Days (or, in the case of a replacement of a Delinquent Lender, such lesser number of Business Days acceptable to the Administrative Agent) prior to the exercise of its rights under this §3.12 a written commitment in form and substance satisfactory to the Administrative Agent and each of the Lenders from a financial institution (the “Replacement Lender”) reasonably acceptable to the Administrative Agent and each of the remaining Lenders (other than the Substituted Lender) in which such Replacement Lender agrees to become a “Lender” under this Credit Agreement, having a Commitment Amount in the amount of the Substituted Lender’s Commitment Amount;

(b)           the Borrower shall have given appropriate notice of any prepayment under this §3.12 as required by §3.7 hereof and subject to all other provisions of this Credit Agreement; and

(c)           simultaneously with any prepayment of all Loans and other obligations owing by the Borrower to a Substituted Lender under this §3.12, the Substituted Lender shall have assigned, pursuant to §18 hereof the Commitment of such Substituted Lender to the Replacement Lender and such Replacement Lender shall have become a Lender under this Credit Agreement, having a Commitment Amount in the amount of such Substituted Lender’s Commitment Amount and such Replacement Lender shall have simultaneously funded all such Loans prepaid hereunder. Each of the Lenders agrees that in the event that it becomes a Substituted Lender pursuant to this §3.12, it will cooperate and assign its Commitment pursuant to this §3.12(c).

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§3.13.     Additional Reserve Requirements.  The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender.  If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable ten (10) days from receipt of such notice.

§3.14.     Guaranties.  The payment and performance of the Obligations shall be guaranteed by each Guarantor pursuant to the Guaranties, each of which shall be in the form of Exhibit B hereto.  The Borrower may cause additional Subsidiaries of the Borrower to become Guarantors hereunder by causing such Subsidiary or Subsidiaries to agree to be bound by the provisions of the Guaranty, to execute and deliver a Joinder Agreement and to deliver such legal opinions and other documents and instruments as the Administrative Agent may request.  The Administrative Agent and the Lenders hereby agree that they shall, upon the written request of the Borrower and at the cost and expense of the Borrower, release any Guarantor from its obligations to the Administrative Agent and the Lenders under the Guaranty to which such Guarantor is a party if, and only if, (a) such Guarantor is not a guarantor of any of the Borrower’s publicly issued notes or bonds outstanding from time to time, (b) no Default or Event of Default shall have occurred and be continuing on the date of such release and (c) the Borrower shall have delivered to the Administrative Agent and the Lenders on the date of such release a certificate signed by an authorized officer of the Borrower and evidence satisfactory to the Administrative Agent and the Lenders showing compliance with the provisions of clauses (a) and (b) of this §3.14.  The Borrower shall deliver to the Lenders an updated Schedule 2 upon the release or addition of any Guarantor as provided in this §3.14.

§4.          REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Lenders and the Administrative Agent as follows:

§4.1.       Corporate Authority.

§4.1.1.       Incorporation; Good Standing.  The Borrower and each Guarantor (a) is a corporation (or similar business entity) or, as the case may be, a Massachusetts Business Trust duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, (b) has all requisite corporate (or the equivalent company) or, as the case may be, trust power to own its property and conduct its business as now conducted and as presently contemplated, and (c) is in good standing as a foreign corporation (or similar business entity) and is duly authorized to do business

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in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a materially adverse effect on the business, assets or financial condition of the Borrower.

§4.1.2.       Authorization.  The execution, delivery and performance of this Credit Agreement and the other Loan Documents by the Borrower and each Guarantor which is or is to become a party thereto, and the transactions contemplated hereby and thereby (a) are within the corporate (or the equivalent company) or, as the case may be, trust authority of such Person, (b) have been duly authorized by all necessary corporate (or the equivalent company) or, as the case may be, trust proceedings, (c) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject which would have a material adverse effect either individually or in the aggregate on the Borrower and its Subsidiaries taken as a whole or on the ability of such Person to fulfill its obligations under this Credit Agreement and the other Loan Documents to which it is a party, (d) do not conflict with or result in any breach or contravention of any judgment, order, writ, injunction, license or permit applicable to the Borrower or any Guarantor and (e) do not conflict with any provision of the corporate charter or bylaws (or similar constitutive documents) or, as the case may be, the Agreement and Declaration of Trust of, or any agreement or other instrument binding upon, the Borrower or any Guarantor.

§4.1.3.       Enforceability.  The execution and delivery of this Credit Agreement and the other Loan Documents to which the Borrower or any Guarantor is or is to become a party will result in valid and legally binding obligations of such Person enforceable against it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

§4.2.       Governmental Approvals.  The execution, delivery and performance by the Borrower and the Guarantors of this Credit Agreement and the other Loan Documents to which the Borrower or any Guarantor is or is to become a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing with, any Governmental Authority other than those already obtained.

§4.3.       Title to Properties; Leases.  Except as indicated on Schedule 4.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

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§4.4.       Financial Statements; Fiscal Year.  (a)  There has been furnished to each of the Lenders an audited consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Ernst & Young LLP.  Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal year then ended.  There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto.

(b)           The Borrower has a fiscal year which is the 52/53 week period ending on the Saturday closest to January 31^st of each year.

§4.5.       No Material Changes, Etc.  Since the Balance Sheet Date there has occurred no change in the operations, business, properties, assets or financial condition of the Borrower and its Subsidiaries as shown on or reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, or the consolidated statements of income and cash flows for the fiscal year then ended, other than changes in the ordinary course of business that have not had any materially adverse effect either individually or in the aggregate on the business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole.  Since the Balance Sheet Date, the Borrower has not made any Distributions except Distributions made in compliance with §6.4 hereof.

§4.6.       Franchises, Patents, Copyrights, Etc.  The Borrower and each of its Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted without known conflict with any rights of others.

§4.7.       Litigation.  Except as set forth in Schedule 4.7 hereto, there are no actions, suits, proceedings or investigations of any kind pending or, to the best of the Borrower’s knowledge, threatened against the Borrower or any of its Subsidiaries before any court, tribunal or administrative agency or board that, either in any case or in the aggregate, would be reasonably likely to (i) materially adversely affect the properties, assets, financial condition or business of the Borrower and its Subsidiaries taken as a whole, (ii) materially impair the right of the Borrower and each of its Subsidiaries to carry on business substantially as now conducted by it, (iii) result in any substantial liability not adequately covered by insurance, or for which adequate reserves are not maintained on the consolidated balance sheet of the Borrower and its Subsidiaries or (iv) question the validity of this Credit Agreement or any of the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto.

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§4.8.       Compliance with Other Instruments, Laws, Etc.  Neither the Borrower nor any of its Subsidiaries is in violation of any provision of its charter documents, bylaws (or equivalent constitutive documents), or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could result in the imposition of substantial penalties or materially and adversely affect the financial condition, properties or business of the Borrower and its Subsidiaries taken as a whole.

§4.9.       Tax Status.  The Borrower and each of its Subsidiaries (a) has made or filed all applicable federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (b) has paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  Except as set forth on Schedule 4.9 hereto, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Borrower know of no basis for any such claim.

§4.10.     No Event of Default.  No Default or Event of Default has occurred and is continuing.

§4.11.     Investment Company Act.  Neither the Borrower nor any of its Subsidiaries is an “investment company”, or a “principal underwriter” of an “investment company”, or a company controlled by an “investment company”, as such terms are defined in the Investment Company Act of 1940.

§4.12.     Employee Benefit Plans.

§4.12.1.     In General.  Each Employee Benefit Plan has been maintained and operated in compliance in all material respects with the provisions of ERISA, all Applicable Pension Legislation, and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting the bonding of fiduciaries and other persons handling plan funds as required by §412 of ERISA.  No prohibited transaction has occurred that would result in material liability for the Borrower or any of its Subsidiaries.

§4.12.2.     Terminability of Welfare Plans.  No Employee Benefit Plan which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA provides benefit coverage subsequent to termination except as required by Title I, Subtitle B, Part 6 of ERISA or applicable state law. The Borrower may terminate each such Plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrower without liability to any Person other than for claims arising or benefits accruing prior to termination.

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§4.12.3.     Guaranteed Pension Plans.  Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of §302(f) of ERISA, or otherwise, has been timely made.  No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and neither the Borrower nor any ERISA Affiliate is obligated to or has posted security in connection with an amendment to a Guaranteed Pension Plan pursuant to §307 of ERISA or §401(a)(29) of the Code.  No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower or any ERISA Affiliate with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, except as set forth on Schedule 4.12 hereto, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

§4.12.4.     Multiemployer Plans.  Neither the Borrower nor any ERISA Affiliate has incurred any material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a result of a sale of assets described in §4204 of ERISA.  Neither the Borrower nor any ERISA Affiliate has been notified that any Multiemployer Plan is in reorganization or insolvent under and within the meaning of §4241 or §4245 of ERISA or is at risk of entering reorganization or becoming insolvent, or that any Multiemployer Plan intends to terminate or has been terminated under §4041A of ERISA.

§4.13.     Regulations U and X, Etc.  The proceeds of the Loans shall be used for the purposes described in §5.12 hereof.  The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no portion of any Loan is to be used for the purpose of purchasing or carrying any “margin security” (as such term is defined in Regulation X) or Margin Stock in violation of the Margin Regulations.  Following application of the proceeds of each Loan, not more than twenty-five percent (25%) of the value of the assets of the Borrower and its Subsidiaries on a consolidated basis will consist of Margin Stock.

§4.14.     Environmental Compliance.  The Borrower has taken all reasonably necessary steps to investigate the past and present condition and usage of the Real Estate and the operations conducted thereon and, based upon such diligent investigation, has determined that:

(a)           none of the Borrower, its Subsidiaries nor any operator of the Real Estate or any operations thereon is in violation, or alleged violation, of any

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Environmental Laws, which violation would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole;

(b)           neither the Borrower nor any of its Subsidiaries has received any Environmental Notice during the last five (5) years that has the potential to materially affect the assets, liabilities, financial condition or operations of the Borrower and its Subsidiaries taken as a whole, except as set forth on Schedule 4.14 hereto;

(c)           except as set forth on Schedule 4.14 hereto: (i) no portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances; and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of the Real Estate; in each case except in accordance with applicable Environmental Laws the noncompliance with which would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole; (ii) in the course of any activities conducted by the Borrower or operators of its properties, no Hazardous Substances have been generated or are being used on the Real Estate except in accordance with applicable Environmental Laws the noncompliance with which would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole; (iii) there have been no releases or threatened releases of Hazardous Substances on, upon, into or from the properties of the Borrower or any of its Subsidiaries, which releases would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole; (iv) to the best of the Borrower’s knowledge, there have been no releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on the Real Estate and which would have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole; and (v) in addition, any Hazardous Substances that have been generated on any of the Real Estate have, to the best of the Borrower’s knowledge, been transported offsite only as required under and in compliance with applicable Environmental Laws.

§4.15.     Foreign Assets Control Regulations, Etc.  None of the requesting or borrowing of the Loans, or the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).  Furthermore, neither the Borrower nor any of its Subsidiaries or, to Borrower’s knowledge, other Affiliates (a) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets

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Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person”.

§4.16.     Subsidiaries, Etc.  As of the Effective Date, other than those Subsidiaries of the Borrower described on Schedule 4.16(a) hereto, the Borrower has no other Subsidiaries.  As of the Effective Date, except as set forth on Schedule 4.16(b) hereto, neither the Borrower nor any Subsidiary of the Borrower is engaged in any joint venture or partnership with any other Person.  As of the Effective Date, except as set forth on Schedule 4.16(c) hereto, neither the Borrower nor any Subsidiary of the Borrower owns or has acquired an equity interest of fifty percent (50%) or less in any other Person.  The Borrower hereby agrees to deliver to the Lenders an updated Schedule 4.16(a), Schedule 4.16(b) or Schedule 4.16(c), as applicable, upon the acquisition or formation by the Borrower of any Subsidiary, the formation of any joint venture or partnership by the Borrower or any of its Subsidiaries with any other Person or the acquisition by the Borrower or any of its Subsidiaries of an equity interest of fifty percent (50%) or less in any other Person, in each case in accordance with the provisions of this Credit Agreement.

§4.17.     Taxpayer Identification Numbers.  The true and correct U.S. taxpayer identification number of the Borrower and each Guarantor as of the Effective Date is set forth on Schedule 4.17 hereto.

§5.          AFFIRMATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan is outstanding or any Lender has any obligation to make any Loans:

§5.1.       Punctual Payment.  The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans, the Commitment Fee, the Administrative Agent Fees, all other fees and other amounts provided for in this Credit Agreement and the other Loan Documents to which the Borrower is a party, all in accordance with the terms of this Credit Agreement and such other Loan Documents.

§5.2.       Maintenance of Office.  The Borrower will maintain its chief executive office in Framingham, Massachusetts, or at such other place in the United States of America as the Borrower shall designate upon written notice to the Administrative Agent, where notices, presentations and demands to or upon the Borrower in respect of the Loan Documents to which the Borrower is a party may be given or made.

§5.3.       Records and Accounts.  The Borrower will (a) keep, and cause each of its Subsidiaries to keep, true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes, depreciation, depletion, obsolescence and amortization of its properties and the properties of its Subsidiaries, contingencies, and other reserves.

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§5.4.       Financial Statements, Certificates and Information.  The Borrower will deliver to the Administrative Agent (and the Administrative Agent will promptly, after receipt thereof, deliver to the Lenders):

(a)           as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, (i) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with GAAP, and certified without qualification by Ernst & Young LLP, any nationally recognized firm of independent certified public accountants or by other independent certified public accountants reasonably satisfactory to the Administrative Agent and (ii) a statement certified by the chief financial officer or the treasurer of the Borrower in substantially the form of Exhibit C hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §7 hereof and (if applicable) reconciliations to reflect changes in GAAP since the Balance Sheet Date;

(b)           as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (i) copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP, together with a certification by the chief financial officer or the treasurer of the Borrower that to the best of the Borrower’s knowledge, the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments) and (ii) a Compliance Certificate as of such fiscal quarter end;

(c)           from time to time such other financial data and information as the Administrative Agent or any Lender may reasonably request;

(d)           (i) promptly upon becoming aware of the occurrence of any actual or claimed “Event of Termination” or similar event under and as defined in any of the documents relating to any receivables securitization transaction or other financing of any special purpose receivables Subsidiary of the Borrower, entered into or guaranteed by the Borrower and/or any of its Subsidiaries and then in effect, notice thereof, which notice shall describe such Event of Termination or similar event and indicate what steps the Borrower and its Subsidiaries are taking to remedy the same and (ii) promptly upon request therefor, such other information with respect thereto as the Administrative Agent shall reasonably request;

(e)           promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of

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the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the Securities Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and

(f)            promptly after the same are available, copies of each of the Offer Documents.

All Confidential Information concerning the Borrower supplied by the Borrower to the Lenders pursuant to the terms hereof will be held in confidence by the Lenders and the Lenders shall not disclose such Confidential Information except as permitted by §26 hereof.

Documents required to be delivered pursuant to this §5.4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at ▇▇▇▇▇▇▇.▇▇▇; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests in writing that the Borrower deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by §§5.4(a) and (b) hereof to the Administrative Agent.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (i) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”).  The Borrower hereby agrees that (A) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by the Borrower which, at a minimum, shall mean that

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the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, (x) to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in §26 hereof and (y) to the extent such Borrower Materials are not marked “PUBLIC” and posted on the Platform, such Borrower Materials will also be subject to the additional confidentiality provisions included on the Platform); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (D) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor” and the Administrative Agent and the Lenders agree not to trade securities on the basis of any Borrower Materials that are posted on the Platform and are not marked “PUBLIC.”  Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

§5.5.       Notices.  The Borrower will promptly notify the Administrative Agent for the benefit of the Lenders in writing of the occurrence of any Default or Event of Default.  The Borrower will promptly give notice to the Administrative Agent for the benefit of the Lenders (a) of any material violation of any Environmental Law that the Borrower or any of its Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency, (b) upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, or any federal, state or local environmental agency or board, that has the potential to materially affect the assets, liabilities, financial conditions or operations of the Borrower, (c) upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential ERISA liability, that has the potential to materially affect the assets, liabilities, financial conditions or operations of the Borrower and (d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary of the Borrower.  The Borrower will give notice to the Administrative Agent for the benefit of the Lenders in writing within fifteen (15) days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower or any of its Subsidiaries or to which the Borrower or any of its Subsidiaries is or becomes a party involving an uninsured claim against the Borrower or any of its Subsidiaries that could reasonably be expected to have a materially adverse effect on the Borrower and its Subsidiaries taken as a whole and stating the nature and status of such litigation or proceedings.  The Borrower will, and will cause each of its Subsidiaries to, give notice to the Administrative Agent for the benefit of the Lenders, in writing, in form and detail satisfactory to the Administrative Agent, within ten (10) days of any judgment not covered by insurance, final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $25,000,000.

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§5.6.       Legal Existence; Maintenance of Properties.  The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable.  It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §5.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

§5.7.       Insurance.  The Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent.  At the request of the Administrative Agent, the Borrower shall deliver from time to time a summary schedule indicating all insurance then in force with respect to the Borrower and its Subsidiaries.

§5.8.       Taxes.  The Borrower will, and will cause each of its Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its real properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid might by law become a lien or charge upon any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that the Borrower and each Subsidiary of the Borrower will pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor or shall have obtained such bonding as may be required to release such lien.

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§5.9.       Inspection of Properties and Books, Etc.  The Borrower shall permit the Lenders, through the Administrative Agent or any of the Lenders’ other designated representatives, no more frequently than once each calendar year, or more frequently as determined by the Lenders upon the occurrence and during the continuance of an Event of Default, to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, and each such inspection, if no Event of Default has occurred and is continuing, shall be at the Lenders’ expense.  The Borrower shall also permit the Lenders, through the Administrative Agent or any of the Lenders’ other designated representatives, to examine the books of account of the Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with, and to be advised as to the same by, its and their officers, all at such reasonable times and intervals as the Administrative Agent or any Lender may reasonably request.  The Borrower authorizes the Administrative Agent and, if accompanied by the Administrative Agent, the Lenders to communicate directly with the Borrower’s independent certified public accountants and authorizes such accountants to disclose to the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents and schedules with respect to the business, financial condition and other affairs of the Borrower or any of its Subsidiaries.

§5.10.     Compliance with Laws, Contracts, Licenses, and Permits.  The Borrower will, and will cause each of its Subsidiaries to, comply with (a) the applicable laws and regulations wherever its business is conducted, including all Environmental Laws, (b) the provisions of its charter documents and by-laws (or equivalent constitutive documents), (c) all agreements and instruments by which it or any of its properties may be bound and (d) all applicable decrees, orders, and judgments, in each case if noncompliance with which would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, or on the ability of the Borrower or any of the Guarantors to fulfill its obligations under this Credit Agreement or any of the other Loan Documents to which such Person is a party.  If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower may fulfill any of its obligations hereunder or any of the other Loan Documents to which the Borrower is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof.

§5.11.     Employee Benefit Plans.  The Borrower will (a) promptly upon request of the Administrative Agent, furnish to the Administrative Agent a copy of the most recent actuarial statement required to be submitted under §103(d) of ERISA and Annual Report, Form 5500, with all required attachments, in respect of each Guaranteed Pension Plan and (b) promptly upon receipt or dispatch, furnish to the Administrative Agent any notice, report or demand sent or received in respect of a Guaranteed Pension Plan under

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§§302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under §§4041A, 4202, 4219, 4242, or 4245 of ERISA.

§5.12.     Use of Proceeds.  The Borrower will use the proceeds of the Loans solely to finance the Transaction, including to pay related transaction fees, costs and expenses, and for backup for the Borrower’s commercial paper program for the issuance of Anticipatory Commercial Paper (including to refund or repay Anticipatory Commercial Paper at maturity thereof, but only in accordance with §11 hereof) and additional commercial paper issued after the Closing Date; provided that, except as provided in §11B hereof, no Loans shall be made hereunder, and no Lender shall have any obligation hereunder to make any Loans, prior to the Closing Date.

§5.13.     Licenses and Permits.  The Borrower will maintain and renew any and all licenses or permits now held or hereafter acquired by the Borrower or any of its Subsidiaries unless the loss, suspension, revocation or failure to renew any such licenses or permits would not have a material adverse effect on the business or financial condition of the Borrower and such Subsidiary.

§5.14.     Guaranties.  In the event that any Subsidiary of the Borrower, which is not a Guarantor hereunder, becomes a guarantor of any of the Borrower’s publicly issued notes or bonds outstanding from time to time, the Borrower shall cause such Subsidiary to become a Guarantor hereunder pursuant to §3.14 hereof.

§5.15.     Further Assurances.  The Borrower will, and will cause each of the Guarantors to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Credit Agreement and the other Loan Documents.

§6.          CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan is outstanding or any Lender has any obligation to make any Loans:

§6.1.       Restrictions on Indebtedness.  The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, guarantee or become or remain liable, contingently or otherwise, with respect to Indebtedness other than:

(a)           Indebtedness to the Lenders and the Administrative Agent arising under any of the Loan Documents;

(b)           current liabilities of the Borrower or such Subsidiary incurred in the ordinary course of business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;

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(c)           Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §5.8 hereof;

(d)           Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

(e)           endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;

(f)            Indebtedness in respect of documentary letters of credit issued in the ordinary course of business;

(g)           Indebtedness of the Borrower in respect of interest rate protection arrangements and exchange rate protection arrangements;

(h)           Indebtedness existing on the Effective Date and listed and described on Schedule 6.1 hereto or any refinancing thereof on substantially similar terms as the Indebtedness being refinanced;

(i)            Subordinated Debt;

(j)            obligations under Capitalized Leases;

(k)           Indebtedness in respect of intercompany loans, guaranties and, so long as no Default or Event of Default shall have occurred and be continuing at the time such Indebtedness is incurred, other Investments and contingent obligations to make Investments, (i) from the Borrower to any of its Subsidiaries or of any of its Subsidiaries’ obligations or (ii) between Subsidiaries of the Borrower or of any of the Borrower’s Subsidiaries’ obligations, or (iii) from any Subsidiary of the Borrower to the Borrower or of any of the Borrower’s obligations;

(l)            Indebtedness incurred in connection with the acquisition after the Effective Date of any real or personal property by the Borrower or any Subsidiary of the Borrower as contemplated by §6.2(ix) hereof;

(m)          Indebtedness secured by a lien on Real Estate of the Borrower or its Subsidiaries; provided that the aggregate amount of Indebtedness permitted pursuant to this §6.1(m) shall not, at any time, exceed the fair market value of the Real Estate securing such Indebtedness;

(n)           other Indebtedness of the Borrower and its Subsidiaries (whether or not such Subsidiaries are Guarantors), provided that (i) with respect to Indebtedness

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incurred by the Borrower or a Guarantor, such Indebtedness contains covenants that are no more restrictive on the Borrower or such Guarantor than the covenants contained in this Credit Agreement and (ii) immediately after such incurrence of Indebtedness, and after giving effect thereto on a pro forma basis, no Default or Event of Default shall then exist;

(o)           Indebtedness consisting of Investments permitted under §6.3(m) hereof;

(p)           Indebtedness payable at the election of the Borrower by the issuance of the Borrower’s Capital Stock;

(q)           Indebtedness of the Borrower and its Subsidiaries in respect of receivables securitization transactions or other financing of any special purpose receivables Subsidiary of the Borrower, entered into or guaranteed by the Borrower and/or any of its Subsidiaries; provided that the aggregate amount of all such Indebtedness shall not exceed $300,000,000 outstanding at any time; and

(r)            Indebtedness of the Borrower and its Subsidiaries arising under the Existing Credit Agreement and any of the other “Loan Documents” as such term is defined therein; provided that the aggregate amount of all such Indebtedness shall not exceed $1,000,000,000 outstanding at any time.

Notwithstanding the foregoing, at no time shall the aggregate amount of Indebtedness of the Borrower and its Subsidiaries consisting of guaranties and other Contingent Liabilities (excluding (i) Indebtedness permitted pursuant to §6.1 hereof to the extent such Indebtedness (or if such Indebtedness is a Contingent Liability of the Borrower and/or its Subsidiaries, the underlying Indebtedness relating to such Contingent Liability) is included in the calculation of Consolidated Total Funded Debt and (ii) obligations in respect of documentary letters of credit) exceed, in the aggregate, fifteen percent (15%) of the Stockholders’ Equity of the Borrower at such time.  For purposes of this §6.1, the amount of Contingent Liabilities in respect of interest rate protection arrangements and exchange rate protection arrangements permitted under §6.1(g) hereof at any time shall be the net liability of the Borrower and its Subsidiaries under such arrangements at such time, calculated on a basis satisfactory to the Administrative Agent in accordance with accepted practice.

§6.2.       Restrictions on Liens.  The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security

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agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency under the laws of the United States of America or any state thereof, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist:

(i)            liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;

(ii)           liens to secure taxes, assessments and other government charges and liens to secure claims for labor, material or supplies, in each case in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings and for which the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto;

(iii)          deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations;

(iv)          liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to release such lien;

(v)           liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in respect of obligations not overdue or, if such obligations are overdue, being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto, provided that no proceeding to foreclose any such lien shall have been commenced;

(vi)          encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under Capitalized Leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;

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(vii)         liens existing on the Effective Date and listed on Schedule 6.2 hereto or liens on the same assets in connection with the refinancing of such existing liens;

(viii)        liens arising in the ordinary course of business of the Borrower or a Subsidiary of the Borrower none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary course of business of the Borrower and its Subsidiaries and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Borrower or such Subsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis;

(ix)           purchase money security interests in or purchase money mortgages on real or personal property acquired after the Effective Date to secure purchase money Indebtedness of the type permitted by §6.1(l) hereof, incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;

(x)            liens on accounts receivable of the Borrower and/or its Subsidiaries that are the subject of and secure the Indebtedness permitted under §6.1(q) hereof;

(xi)           liens securing other permitted Indebtedness that does not exceed $50,000,000 in the aggregate;

(xii)          liens in respect of the interests of lessors under Capitalized Leases; and

(xiii)         liens on Real Estate securing Indebtedness permitted under §6.1(m) hereof.

§6.3.       Restrictions on Investments.  The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

(a)           marketable direct or guaranteed obligations of the United States of America or any country which is a member of the OECD;

(b)           demand deposits, certificates of deposit, bankers acceptances and time deposits of (i) United States or Canadian banks having total assets in excess of $1,000,000,000 or (ii) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which its is organized or another country which is a member of the OECD;

(c)           (i) securities commonly known as “commercial paper” denominated in Dollars, euros, British pounds sterling or Canadian dollars which at the

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time of purchase have been rated and the ratings for which are not less than “P 1” if rated by ▇▇▇▇▇’▇, and not less than “A 1” if rated by S&P; and (ii) securities commonly known as “short-term bank notes” issued by any Lender denominated in Dollars or any such other currency which at the time of purchase have been rated and the ratings for which are not less than “P 2” if rated by ▇▇▇▇▇’▇, and not less than “A 2” if rated by S&P;

(d)           Investments existing on the Effective Date and listed on Schedule 6.3 hereto;

(e)           Investments with respect to Indebtedness permitted by §6.1(k) hereof so long as such entities remain Subsidiaries of the Borrower;

(f)            taxable or tax-exempt securities which at the time of purchase have been rated and the ratings for which are not less than A 3 if rated by ▇▇▇▇▇’▇, and not less than A- if rated by S&P;

(g)           Investments consisting of loans and advances to employees of the Borrower or any Subsidiary of the Borrower, not exceeding $10,000,000 in the aggregate at any one time outstanding;

(h)           options to invest in or to lease real property to be used in the operations of the Borrower or any Subsidiary of the Borrower;

(i)            guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions effected in the ordinary course of business;

(j)            (i) the Borrower’s or any Subsidiary’s guaranty of the Indebtedness of any Subsidiary or the Borrower, and (ii) any other Investments by the Borrower or any Subsidiary of the Borrower in any Subsidiary of the Borrower or the Borrower;

(k)           Investments by the Borrower or any Subsidiary of the Borrower to acquire a more than fifty percent (50%) equity interest in any Person, provided that such acquisition is permitted under §6.6 hereof;

(l)            Investments by the Borrower or any Subsidiary of the Borrower to acquire up to a fifty percent (50%) equity interest in another Person, provided that (i) such Person is in the same line of business as the Borrower or such Subsidiary, as applicable and (ii) the aggregate amount of (A) such Investments in such Person and (B) existing Investments made by the Borrower or any Subsidiary of the Borrower pursuant to this §6.3(l) shall at no time exceed sixty-five percent (65%) of the Stockholders’ Equity of the Borrower;

(m)          Investments consisting of Distributions permitted by §6.4 hereof;

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(n)           Investments consisting of loans and advances to, guaranties of the obligations of and equity Investments in, Persons in a related line of business as the Borrower, not exceeding $25,000,000 in the aggregate at any one time outstanding;

(o)           shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) (b), (c) and (f) contained in this §6.3;

(p)           shares of money market mutual or similar funds which have an Aaa or MR1+ money market fund rating from ▇▇▇▇▇’▇ or an AAA money market fund rating from S&P; and

(q)           the Corporate Express Acquisition.

§6.4.       Distributions.  The Borrower will not declare any dividend or make any Distribution if any Default or Event of Default has occurred and is continuing or would result after giving effect to such Distribution.

§6.5.       Employee Benefit Plans.  Neither the Borrower nor any ERISA Affiliate will: (a) engage in any “prohibited transaction” within the meaning of §406 of ER▇▇▇ ▇▇ §▇▇▇▇ ▇f the Code which could result in a material liability for the Borrower or any of its Subsidiaries; or (b) permit any Guaranteed Pension Plan to incur an “accumulated funding deficiency”, as such term is defined in §302 of ERISA, whether or not such deficiency is or may be waived; or (c) fail to contribute to any Guaranteed Pension Plan to an extent which, or terminate any Guaranteed Pension Plan in a manner which, could result in the imposition of a lien or encumbrance on the assets of the Borrower or any of its Subsidiaries pursuant to §302(f) or §4068 of ERISA; or (d) amend any Guaranteed Pension Plan in circumstances requiring the posting of security pursuant to §307 of ERISA or §401(a)(29) of the Code; or (e) permit or take any action which would result in the aggregate benefit liabilities (with the meaning of §4001 of ERISA) of all Guaranteed Pension Plans exceeding the value of the aggregate assets of such Plans, disregarding for this purpose the benefit liabilities and assets of any such Plan with assets in excess of benefit liabilities.

§6.6.       Merger and Consolidation; Acquisitions.  The Borrower will not, and will not permit any of its Subsidiaries to, merge or consolidate with any other Person; enter into any stock or asset acquisitions (other than the acquisition of assets in the ordinary course of such Person’s business and other than the acquisition of stock permitted under §§6.3(j), 6.3(l) or 6.3(q) hereof); enter into any joint venture or partnerships (except to the extent permitted under §6.3 hereof); or enter into any new lines of business or otherwise change the conduct of the Borrower’s or such Subsidiary’s business as presently conducted other than (a) the merger or consolidation of one or more Subsidiaries of the Borrower with and into the Borrower, provided that the Borrower is the surviving entity, (b) the merger or consolidation of two (2) or more Subsidiaries of the Borrower, provided that, if one of the Subsidiaries is a Guarantor, that the Guarantor is the surviving entity, or (c) (other than with respect to the Corporate Express

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Acquisition) the acquisition (whether of stock or assets or by means of a merger) of (i) a more than fifty percent (50%) equity interest in any other Person or (ii) assets of any other Person; provided that (A) immediately after such acquisition, and after giving effect thereto on a pro forma basis, no Default or Event of Default shall then exist, (B) if required by applicable law, the board of directors and the shareholders or the equivalent, of such other Person has approved such acquisition, (C) such other Person is in the business of selling office services, products and/or supplies, and (D) if the Borrower or a Guarantor and such other Person merge, the Borrower or such Guarantor is the surviving entity.

§6.7.       Disposition of Assets and Sale-Leaseback Transactions.  The Borrower will not, and will not permit any of its Subsidiaries to, dispose of or sell assets other than:

(a)           the disposition of assets in the ordinary course of business;

(b)           sale-leaseback transactions and other dispositions of assets that do not have a materially adverse effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries, provided that (i) the aggregate net book value of the assets to be sold plus the net book value of all other assets of the Borrower and its Subsidiaries sold under this clause (b) during the period of time from the Effective Date through the date of such sale does not, at the time of such sale, exceed twenty-five percent (25%) of the Consolidated Total Assets of the Borrower and its Subsidiaries and (ii) such assets are sold in an arm’s length transaction for fair market value (after giving effect to all tax benefits, if any, associated with such sale); and

(c)           the sale of accounts receivable of the Borrower and/or its Subsidiaries pursuant to the transactions permitted under §6.1(q) hereof.

§6.8.       Subordinated Debt.  The Borrower will not effect or permit any change in or amendment to any document or instrument pertaining to the subordination, covenants, events of default, terms of payment or required prepayments of any Subordinated Debt, give any notice of redemption or prepayment or offer to repurchase under any such document or instrument or, directly or indirectly, make any payment of principal of or interest on or in redemption, retirement or repurchase of any Subordinated Debt, except that (a) the Borrower may make regularly scheduled payments when required by the terms of the Subordinated Debt, and (b) the Borrower may refinance all or a portion of the Subordinated Debt so long as such refinancing Subordinated Debt (i) has a maturity that is no earlier than the Subordinated Debt being refinanced and (ii) is subordinated to the Obligations on terms at least as favorable to the Administrative Agent and the Lenders, in the opinion of the Administrative Agent and the Required Lenders, as the Subordinated Debt being refinanced.

§6.9.       Transactions with Affiliates.  The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Borrower (excluding transactions between the Borrower and any of its Subsidiaries and transactions between any Subsidiary of the Borrower and any other Subsidiary of the

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Borrower), whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

§7.          FINANCIAL COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan is outstanding or any Lender has any obligation to make any Loans:

§7.1.       Fixed Charge Coverage Ratio.  As at the end of each fiscal quarter of the Borrower, the Borrower will not permit the ratio (the “Fixed Charge Coverage Ratio”) of (a) the sum of (i) Consolidated EBIT for the period of the four consecutive fiscal quarters (the “Measurement Period”) ending on such date plus (ii) the Rental Expense for such Measurement Period, to (b) the sum of (i) the Consolidated Total Interest Expense for such Measurement Period plus (ii) the Rental Expense for such Measurement Period, to be less than 1.50 to 1.

§7.2.       Adjusted Funded Debt to Total Capitalization Ratio.  As at the end of each fiscal quarter of the Borrower, the Borrower will not permit the ratio of (a) Consolidated Adjusted Funded Debt as at such date to (b) the sum of (i) Consolidated Adjusted Funded Debt as at such date plus (ii) Stockholders’ Equity as of such date, to be greater than 0.75 to 1.

§8.          EFFECTIVE DATE CONDITIONS.

This Credit Agreement shall become effective on the date (the “Effective Date”) on which each of the following conditions precedent is satisfied (or waived in accordance with §25 hereof):

§8.1.       Loan Documents.  Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders.  The Administrative Agent shall have received a fully executed counterpart of each such document.

§8.2.       Certified Copies of Charter Documents.  The Administrative Agent shall have received from the Borrower and each of the Guarantors a copy, certified by a duly authorized officer of such Person to be true and complete on the Effective Date, of each of (a) its charter or other incorporation documents (or the equivalent constitutive documents) as in effect on such date of certification, and (b) its by-laws or the equivalent constitutive documents as in effect on such date.

§8.3.       Corporate Action.  All corporate (or other) action necessary for the valid execution, delivery and performance by the Borrower and each of the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party

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shall have been duly and effectively taken, and evidence thereof satisfactory to the Lenders shall have been provided to the Administrative Agent.

§8.4.       Incumbency Certificate.  The Administrative Agent shall have received from the Borrower and each of the Guarantors an incumbency certificate, dated as of the Effective Date, signed by a duly authorized officer of the Borrower and each Guarantor, as applicable, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and to the benefit of each of the Borrower and the Guarantors, each of the Loan Documents; (b) with respect to the Borrower, to make Loan Requests and Conversion Requests; and (c) to give notices and to take other action on its behalf under the Loan Documents.

§8.5.       Opinion of Counsel.  The Administrative Agent shall have received favorable legal opinions addressed to the Lenders and the Administrative Agent, dated as of the Effective Date, in form and substance satisfactory to the Lenders and the Administrative Agent, from (a) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., general counsel to the Borrower and the Guarantors and (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, special counsel to the Borrower and the Guarantors.

§8.6.       Payment of Fees.  The Borrower shall have paid to the Administrative Agent and the other relevant Persons (including the Lenders) all fees and expenses (including without limitation all reasonable legal fees and disbursements of the Administrative Agent’s Special Counsel) required to be paid by the Borrower in connection with this Credit Agreement on or prior to the Effective Date.

§8.7.       Financial Statements.  The Borrower shall have delivered to the Administrative Agent and the Lenders (i) audited consolidated financial statements of the Borrower for the three most recent fiscal years as to which such financial statements are available and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period, if any, ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this §8.7 as to which such financial statements are available.

§8.8.       Specified Representations True; No Default.  (a) Each of the Specified Representations referred to in clause (a) of the definition thereof shall be true as of the Effective Date (it being agreed that, notwithstanding anything herein to the contrary, the only representations and warranties, the accuracy of which shall be a condition to the Effective Date, shall be the Specified Representations) and (b) no Default or Event of Default shall have occurred and be continuing; provided that, notwithstanding anything herein to the contrary, for purposes of this §8.8, Defaults and Events of Default due to a breach of representations and warranties shall be limited to a breach of the Specified Representations.

§8.9.       No Default under Material Indebtedness.  No “Event of Default”, or event or condition which upon notice, lapse of time or both would, unless cured or waived, become such an “Event of Default”, in respect of Material Indebtedness of the

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Borrower and its Subsidiaries (excluding, for the avoidance of doubt, Corporate Express and its Subsidiaries) shall have occurred and be continuing as of the Effective Date.

§8.10.     Governmental Regulation.  Each Lender shall have received such statements in substance and form reasonably satisfactory to such Lender as such Lender shall require for the purpose of compliance with any applicable regulations of the Board of Governors of the Federal Reserve System.

§8.11.     USA Patriot Act.  Each Lender shall have received at least five (5) days prior to the Effective Date from the Borrower documentation and other written information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, as such Lender may reasonably request.

§8.12.     Effective Date Certificate.  The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chief financial officer or the treasurer of the Borrower, confirming the satisfaction of the conditions set forth in this §8.

§9.          CLOSING DATE CONDITIONS.

The obligations of the Lenders to make the initial Loans hereunder shall be subject to the satisfaction of the following conditions precedent:

§9.1.       Effective Date.  The Effective Date shall have occurred.

§9.2.       Offer Consummation.  The Offer and the other Transactions, which are contemplated to be consummated prior to or substantially simultaneously with the Closing Date, shall be consummated simultaneously with the Closing Date in accordance with the applicable Offer Documents and applicable law, and no provision thereof (in the form submitted to and/or approved by the AFM, the SEC or any other applicable Governmental Authority or otherwise in the final form thereof, in each case furnished to the Lenders hereunder) shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the Lenders without the consent of the Initial Lenders.  At the Borrower’s option, it may request the Lenders, and the Lenders agree, to fund the initial Loans under this §9 one Business Day prior to the anticipated Closing Date; provided that the proceeds of such Loans shall be held pursuant to escrow or similar arrangements reasonably satisfactory to the Administrative Agent and shall be released to the Borrower on the Closing Date upon the satisfaction of the conditions set forth in this §9 and such Loans shall bear interest hereunder at the applicable rate therefor from the date of such funding (or failing the satisfaction of such conditions, the proceeds of such Loans shall be returned to the Lenders, with interest thereon payable by the Borrower at the rate per annum applicable to Base Rate Loans hereunder, subject to being readvanced in accordance with the provisions of this Credit Agreement).

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§9.3.       Approvals.  All approvals from any Governmental Authority or other Person necessary or, in the discretion of the Arranger, advisable in connection with the Corporate Express Acquisition, the financing contemplated hereby and the continuing operations of the Borrower and its Subsidiaries (including Corporate Express and its Subsidiaries) shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority, in each case above, that could reasonably be expected to restrain, prevent or otherwise impose material, adverse conditions on the Corporate Express Acquisition or the financing thereof.

§9.4.       Opinion of Counsel.  The Administrative Agent shall have received favorable legal opinions addressed to the Lenders and the Administrative Agent, dated as of the Closing Date, in form and substance satisfactory to the Lenders and the Administrative Agent, from (a) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., general counsel to the Borrower and the Guarantors and (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, special counsel to the Borrower and the Guarantors.

§9.5.       Payment of Fees.  The Borrower shall have paid to the Administrative Agent and the other relevant Persons (including the Lenders) all fees and expenses (including without limitation all reasonable legal fees and disbursements of the Administrative Agent’s Special Counsel) required to be paid by the Borrower in connection with this Credit Agreement on or prior to the Closing Date.

§9.6.       Pro Forma Financial Statements.  The Borrower shall have delivered to the Administrative Agent and the Lenders a pro forma consolidated balance sheet and a trailing twelve month income statement of the Borrower, after giving effect to the Transactions, prepared as of the end of the most recent fiscal quarter of the Borrower as to which financial statements are available.

§9.7.       Specified Representations True; No Default; No Default under Material Indebtedness.  (a) Each of the Specified Representations shall be true as of the Closing Date (it being agreed that, notwithstanding anything herein to the contrary, the only representations and warranties, the accuracy of which shall be a condition to the Closing Date, shall be the Specified Representations), (b) no Default or Event of Default shall have occurred and be continuing as of the Closing Date and (c) after giving pro forma effect to the Transactions, no “Event of Default”, or event or condition which upon notice, lapse of time or both would, unless cured or waived, become such an “Event of Default”, in respect of Material Indebtedness of the Borrower and its Subsidiaries shall have occurred and be continuing as of the Closing Date; provided that, notwithstanding anything herein to the contrary, for purposes of this §9.7, (i) Defaults and Events of Default hereunder due to a breach of representations and warranties shall be limited to a breach of any of the Specified Representations, (ii) the absence of any Default or Event of Default hereunder due to the existence of any Indebtedness, Lien, Investment, asset, business, transaction or any event or condition of any kind relating to Corporate Express or any of its Subsidiaries (any such Default or Event of Default, a “Corporate Express-Related Default”) as of the Closing Date shall not be a condition to the Closing Date;