NASDAQ OMX Group (NDAQ)

CONDITIONS

6.1. Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:

(a) Shareholder Approval. This Agreement shall have been duly adopted by holders of Shares constituting the Company Requisite Vote in accordance with applicable Laws and the Company’s Charter and By-Laws and no less than 20 days (ending at 5:00 p.m. on the 20^th day) shall have elapsed following the Parent 8-K Date.

(b) Regulatory Consents. (i) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated, (ii) all approvals and authorizations required to be obtained from the SEC for the consummation of the Merger shall have been obtained, (iii) all material notices, reports, filings, consents, registrations, approvals, permits or authorizations required to be obtained or made prior to the Effective Time by the Company, Parent or any of their respective Subsidiaries from or with any Governmental Entity, Self-Regulatory Organization (if any) or OPRA (if any) in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company, Parent or any of their

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respective Subsidiaries shall have been made or obtained (as the case may be). All such notices, reports, filings, consents, registrations, approvals, permits or authorizations that have been obtained or made shall have been obtained or made without the imposition of any term, condition or consequence the acceptance of which would, individually or in the aggregate, reasonably be expected to have or result in a Company Material Adverse Effect or Parent Material Adverse Effect.

(c) Litigation. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger or the other transactions contemplated by this Agreement (collectively, an “Order”), except for such Orders of Governmental Entities outside the United States as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect and which do not provide a reasonable basis to conclude that the Company, Parent or their respective directors or officers would be subject to the risk of criminal liability.

(d) Resolution of Shareholder Litigation. The order of the Court of Chancery of the State of Delaware approving the settlement of the litigation pending against the Company in the Court of Chancery of the State of Delaware, captioned Ginsburg v. Philadelphia Stock Exch., Inc., et al., shall not have been appealed within the time period permitted therefor, or, in the event of any appeal to the Delaware Supreme Court, the appeal shall no longer be pending and such order shall not have been reversed or modified in a manner which the Company or Parent, as the case may be, in the exercise of its reasonable judgment, determines to be other than a minor or immaterial modification thereof.

6.2. Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any materiality or the Company Material Adverse Effect qualifications contained therein) would not, in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, and (ii) Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company as to the matters set forth in clause (i) of this Section 6.2(a).

(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company to such effect.

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(c) Consents Under Agreements. The consents and approvals required in connection with the execution, delivery and performance of this Agreement that are set forth in Section 6.2(c) of the Company Disclosure Letter shall have been duly obtained or given and shall be in full force and effect on the Closing Date.

(d) Certain Litigation. No Governmental Entity of competent jurisdiction shall have instituted and shall not have withdrawn any proceeding seeking any Order and no Governmental Entity shall have instituted any civil, criminal or administrative action, suit, claim, hearing, investigation or other proceeding the existence of which would, in the good faith, reasonable judgment of Parent, individually or in the aggregate, be reasonably likely to result in a failure of the condition set forth in Section 6.1(c).

(e) No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, circumstance or development that, individually or in the aggregate, has had or is reasonably likely to result in a Company Material Adverse Effect.

(f) Reconciliation Agreement. Parent, Escrow Agent and the Stockholder Representative shall have entered into the Reconciliation Agreement.

6.3. Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any materiality or the Parent Material Adverse Effect qualifications contained therein) would not, in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect, and (ii) the Company shall have received a certificate signed on behalf of Parent and Merger Sub by the Chief Executive Officer or Chief Financial Officer of Parent as to the matters set forth in clause (i) of this Section 6.3(a).

(b) Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Merger Sub by the Chief Executive Officer or Chief Financial Officer of Parent to such effect.

ARTICLE 7

CONDITIONS

3.01. Effective Date. Each Purchaser’s several obligation to purchase and pay for the Preferred Shares hereunder shall not become effective until the date on which each of the following conditions

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is satisfied (or waived), which conditions shall be deemed to have been unconditionally satisfied or waived by the execution by all parties of this Agreement on the date hereof:

(a) The Purchasers (or their counsel) shall have received from the Company either (i) a counterpart of this Agreement signed on behalf of the Company or (ii) written evidence satisfactory to the Purchasers (which may include telecopy transmission of a signed signature page of this Agreement) that the Company has signed a counterpart of this Agreement.

(b) The Purchasers shall have received a favorable written opinion (addressed to the Purchasers and dated the Effective Date) of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, and Edward S. Knight, in house counsel to the Company, covering such other matters relating to the Company, the Preferred Documents or the Transactions as the Purchasers shall reasonably request. The Company hereby requests such counsel to deliver such opinions.

(c) The Purchasers shall have received such documents and certificates relating to the organization, existence and good standing (or its equivalent, if any) of the Company, the authorization of the Transactions (to which it is a party) and any other legal matters relating to the Company, the Preferred Documents or the Transactions (to which it is a party), substantially in the form delivered in connection with the closing of the Credit Agreements with such changes reasonably required by or acceptable to the Purchasers.

(d) The Purchasers shall have received all fees and other amounts due and payable under the Preferred Documents on or prior to the Effective Date to the extent invoiced at least five Business Days prior to the Effective Date, including all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Preferred Document.

(e) The Purchasers shall have received a pro forma projected consolidated balance sheet of the Company as of September 30, 2006, and related pro forma projected consolidated statement of income of the Company for the twelve-month period ended as of such date, in each case after giving effect to the Transactions, prepared as described in Section 4.05(b), substantially in the form delivered in connection with the closing of the Credit Agreements with such changes reasonably required by or acceptable to the Purchasers.

(f) The Purchasers shall have received a detailed business plan of the Company and the Subsidiaries for the fiscal years 2006 through 2011 (including quarterly projections for the first four fiscal quarters ending after the Effective Date) with respect to the Liberty Group, prepared on the same basis as described in Section 4.05(b), substantially in the form delivered in connection with the closing of the Credit Agreements with such changes reasonably required by or acceptable to the Purchasers.

3.02. Conditions to the Purchase Date. The obligations of the several Purchasers to purchase the Preferred Shares hereunder shall not become effective unless, on or prior to the Purchase Date, each of the following conditions is satisfied (or waived):

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(a) A copy of the announcement that the Offer has been declared unconditional in all respects, including confirmation that acceptances have been received pursuant to the Offer in respect of Liberty Ordinary Shares which, when aggregated with (i) any Liberty Ordinary Shares owned by the Company and its Subsidiaries and (ii) any other Liberty Ordinary Shares which are otherwise capable of being counted towards fulfilling the acceptance condition in accordance with Note 5 on Rule 10 of the City Code, represent more than 50% of the Liberty Ordinary Shares.

(b) The Purchasers shall have received a customary certificate substantially in the agreed form from a financial officer of the Company confirming the solvency of the Company and the Certain Funds Parties on a consolidated basis after giving effect to the Transactions.

(c) (x) The Company shall have entered into the Tranche B Credit Agreement, which shall have become unconditional in accordance with its terms, subject only to the conditions relating to this Agreement, the Bridge Loan Agreement and the Tranche C Credit Agreement, without any waiver or modification thereof (other than any waiver or modification which is not material and adverse to the interests of the lenders thereunder), and shall have received commitments thereunder for not less than $825,000,000 in aggregate principal amount of Loans (as defined in the Tranche B Credit Agreement) thereunder, (y) the Company and NAL shall have entered into the Tranche C Credit Agreement, which shall have become unconditional in accordance with its terms, subject only to the conditions relating to this Agreement, the Bridge Loan Agreement and the Tranche B Credit Agreement, without any waiver or modification thereof (other than any waiver or modification which is not material and adverse to the interests of the lenders thereunder), and have shall have received commitments thereunder for not less than $2,500,000,000 in aggregate principal amount of Tranche C Term Loans (as defined in the Tranche C Credit Agreement) thereunder and (z) the Company and NAL shall have entered into the Bridge Loan Agreement, which shall have become unconditional in accordance with its terms, subject only to the conditions relating to this Agreement, the Tranche B Credit Agreement and the Tranche C Credit Agreement, without any waiver or modification thereof (other than any waiver or modification which is not material and adverse to the interests of the lenders thereunder) and shall have received commitments thereunder for not less than $1,750,000,000 in aggregate principal amount of Bridge Loans (as defined in the Bridge Loan Agreement) (taken together with any Permitted Bridge Refinancing (as defined in the Bridge Loan Agreement)).

(d) All necessary prepayment notices required to effect the Refinancing on or before the Purchase Date shall have been delivered by the Company to the Administrative Agents under and as defined in the Existing Credit Agreement and the Existing Tranche C Credit Agreement.

(e) The Purchasers shall have received all fees and other amounts due and payable under the Preferred Documents on or prior to the Purchase Date, to the extent invoiced at least five Business Days prior to the Purchase Date, including all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company under any Preferred Document or evidence satisfactory to

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the Purchasers (acting reasonably) that any such fees and other amounts will be paid out of the proceeds of the issuance on the Purchase Date.

(f) The Purchasers shall have received originals duly executed by the Company of the agreed form documents set forth on the closing index attached as Schedule 3.02(f) hereto, or is satisfied (acting reasonably) that it will receive such originals immediately following completion of the Refinancing and in any event on the Purchase Date.

(g) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

3.03. Certain Funds.

(a) During the Certain Funds Period, the several obligations of the Purchasers to make a purchase on the occasion of any issuance of Preferred Shares, which is a Certain Funds Issuance, is subject only to the satisfaction or waiver of the conditions set forth in Sections 3.01 and 3.02 and receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions:

(i) no Major Event of Default (as defined in the Bridge Loan Agreement) is outstanding or would result from the making of any such issuance;

(ii) it is not unlawful for the Company to issue or any Purchaser to perform any of its purchase obligations under this Agreement, in each case in respect of such Certain Funds Issuance, provided that if a Purchaser is unable to perform its purchase obligations in respect of a Certain Funds Issuance, this in itself will not preclude any other Purchaser from performing its purchase obligations in respect of such Certain Funds Issuances;

(iii) the Company shall not have cancelled or rescinded this Agreement.

(b) Unless any of the conditions set out in Sections 3.03(a)(i) to (iii) (inclusive) is not satisfied at the relevant time, during the Certain Funds Period, no Purchaser shall be entitled to:

(i) cancel any of its obligations to purchase Preferred Shares to the extent that so doing would prevent or limit the making of or a purchase pursuant to a Certain Funds Issuance under this Agreement or prevent or limit the making of a Certain Funds Loan under and as defined in each of the Bridge Loan Agreement, Tranche C Credit Agreement, the Tranche B Credit Agreement or pursuant to any Permitted Bridge Refinancing (as defined in the Bridge Loan Agreement);

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(ii) rescind, terminate or cancel this Agreement or exercise any similar right or remedy or make or enforce any claim under the Preferred Documents it may have to the extent that so doing would prevent or limit the making of or a purchase pursuant to a Certain Funds Issuance under this Agreement or prevent or limit the making of a Certain Funds Loan under and as defined in each of the Bridge Loan Agreement, Tranche C Credit Agreement, the Tranche B Credit Agreement or pursuant to any Permitted Bridge Refinancing (as defined in the Bridge Loan Agreement);

(iii) refuse to participate in the purchase of a Certain Funds Issuance;

(iv) exercise any right of setoff or counterclaim to the extent that so doing would prevent or limit the making of or a purchase pursuant to a Certain Funds Issuance or a Certain Funds Loan under and as defined in each of the Bridge Loan Agreement, the Tranche C Credit Agreement, the Tranche B Credit Agreement or pursuant to any Permitted Bridge Refinancing (as defined in the Bridge Loan Agreement); or

(v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Preferred Document to the extent that so doing would prevent or limit the making of or a purchase pursuant to a Certain Funds Issuance under this Agreement or a Certain Funds Loan under and as defined in each of the Bridge Loan Agreement, Tranche C Credit Agreement, the Tranche B Credit Agreement or pursuant to any Permitted Bridge Refinancing (as defined in the Bridge Loan Agreement).

SECTION 4

Conditions

SECTION 4.01 Effective Date. The obligations of the Loan Parties and the rights of the Lenders and the Administrative Agent under this Agreement and the Loan Documents shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02), which conditions shall be deemed to have been unconditionally satisfied or waived by the execution by all parties of this Agreement on the date hereof:

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) (x) Skadden, Arps, Slate, Meagher & Flom LLP and Skadden, Arps, Slate, Meagher & Flom (UK) LLP, counsel for the Borrower and the Subsidiaries (other than the opinions relating to the Guarantee Agreement, which opinion shall be delivered on and dated as of the First Funding Date), and (y) Ashurst, in each case substantially in the form delivered in connection with the closing of the Existing Credit Agreement with such changes reasonably required by or acceptable to the Administrative Agent, and (ii) local counsel in each jurisdiction where a Loan Party is organized or incorporated, in form and substance reasonably satisfactory to the Administrative Agent, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Borrowers, Subsidiary Guarantors, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing (or its equivalent, if any, other than in respect of the Additional Borrower) of each Loan Party, the authorization of

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the Transactions (to which it is a party) and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions (to which it is a party), substantially in the form delivered in connection with the closing of the Existing Credit Agreement with such changes reasonably required by or acceptable to the Administrative Agent.

(d) The Administrative Agent shall have received all fees and other amounts due and payable under the Loan Documents on or prior to the Effective Date, to the extent invoiced at least five Business Days prior to the Effective Date, including all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document.

(e) The Lenders shall have received a pro forma projected consolidated balance sheet of the Borrower as of September 30, 2006, and related pro forma projected consolidated statement of income of the Borrower for the twelve-month period ended as of such date, in each case after giving effect to the Transactions prepared as described in Section 3.04(b).

(f) The Lenders shall have received a detailed business plan of the Borrower and the Subsidiaries for the fiscal years 2006 through 2011 (including quarterly projections for the first four fiscal quarters ending after the Effective Date) with respect to the Liberty Group, prepared on the same basis as described in Section 3.04(b).

SECTION 4.02 Conditions to Each Funding Date. The obligations of the Lenders to make Loans hereunder shall not become effective unless, on or prior to each Funding Date, each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) A copy of the announcement that the Offer has been declared unconditional in all respects, including confirmation that acceptances have been received pursuant to the Offer in respect of Liberty Ordinary Shares which, when aggregated with (i) any Liberty Ordinary Shares owned by the Borrower and its Subsidiaries and (ii) any other Liberty Ordinary Shares which are otherwise capable of being counted towards fulfilling the acceptance condition in accordance with Note 5 on Rule 10 of the City Code, represent more than 50% of the Liberty Ordinary Shares.

(b) The Lenders shall have received a customary certificate substantially in the agreed form from a financial officer of the Borrower confirming the solvency of the Borrower and the Certain Funds Loan Parties on a consolidated basis after giving effect to the Transactions.

(c) (x) The Borrower shall have entered into the Credit Agreement, which shall have become unconditional in accordance with its terms, subject only to the conditions relating to this Facility, the Tranche C Credit Agreement and the Perpetual Preferred Stock Purchase Agreement, without any waiver or modification thereof (other than any waiver or modification which is not material and adverse to the interests of the Lenders), and shall have received commitments thereunder for not less than $825,000,000 in

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aggregate principal amount of Loans (as defined in the Credit Agreement) thereunder, (y) the Borrower and the Additional Borrower (as defined therein) shall have entered into the Tranche C Credit Agreement, which shall have become unconditional in accordance with its terms, subject only to the conditions relating to this Facility, the Credit Agreement and the Perpetual Preferred Stock Purchase Agreement, without any waiver or modification thereof (other than any waiver or modification which is not material and adverse to the interests of the Lenders), and shall have received commitments thereunder for not less than $2,500,000,000 in aggregate principal amount of Loans (as defined in the Tranche C Credit Agreement) thereunder and (z) the Borrower shall have entered into the Perpetual Preferred Stock Purchase Agreement, which shall have become unconditional in accordance with its terms, subject only to the conditions relating to this Agreement, the Credit Agreement and the Tranche C Credit Agreement, without any waiver or modification thereof (other than any waiver or modification which is not material and adverse to the interests of the Lenders).

(d) All necessary prepayment notices required to effect the Refinancing on the First Funding Date shall have been delivered by the Borrower to the Administrative Agent under and as defined in the Existing Credit Agreement and the Existing Tranche C Credit Agreement.

(e) The Administrative Agent and the Syndication Agent, as applicable, shall have received all fees and other amounts due and payable under the Loan Documents on or prior to such Funding Date, to the extent invoiced at least five Business Days prior to such Funding Date, including all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document or evidence satisfactory to the Administrative Agent and the Syndication Agent, as applicable (acting reasonably) that any such fees and other amounts will be paid out of the proceeds of the Borrowing on such Funding Date.

(f) The Administrative Agent shall have received originals duly executed by the relevant Loan Parties of the agreed form documents set forth on the closing index attached as Schedule 4.01(e) hereto, or is satisfied (acting reasonably) that it will receive such originals immediately following completion of the Refinancing and in any event on the First Funding Date.

SECTION 4.03 Certain Funds.

(a) During the Certain Funds Period, the obligation of each Lender to make a Loan on the occasion of any Borrowing, which is a Certain Funds Loan is subject only to the satisfaction or waiver of the conditions set forth in Sections 4.01 and 4.02 and receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions:

(i) no Major Event of Default is outstanding or would result from the making of any such Borrowing;

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(ii) it is not unlawful for the Borrower to exercise any of its Borrowing rights or a Lender to perform any of its lending obligations under this Agreement, in each case in respect of such Certain Funds Loan; provided that, if a Lender is unable to perform its lending obligations in respect of such Certain Funds Loans, this in itself will not preclude any other Lender from performing its lending obligations in respect of such Certain Funds Loans; and

(iii) the Borrower shall not have cancelled or rescinded this Agreement.

(b) Unless any of the conditions set out in Sections 4.03(a)(i) to (iii) (inclusive) is not satisfied or waived at the relevant time, during the Certain Funds Period none of the Lenders, the Administrative Agent, the Arranger, the Syndication Agent or any Joint Bookrunning Manager shall be entitled to:

(i) cancel any of its Commitments to the extent that to do so would prevent or limit the making of a Certain Funds Loan under and as defined in each of the Credit Agreement, Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement);

(ii) rescind, terminate or cancel this Agreement or any of the Facilities under this Agreement or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent that to do so would prevent or limit the making of a Certain Funds Loan under and as defined in each of the Credit Agreement, Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement);

(iii) refuse to participate in the making of a Certain Funds Loan or utilization thereof;

(iv) exercise any right of set-off or counterclaim to the extent that so doing would prevent or limit the making of a Certain Funds Loan under and as defined in each of the Credit Agreement, the Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement); or

(v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the extent that so doing would prevent or limit the making of a Certain Funds Loan under and as defined in each of the Credit Agreement, Tranche C Credit Agreement, this Agreement or pursuant to any Permitted Bridge Refinancing or a purchase pursuant to a Certain Funds Issuance (as defined in the Perpetual Preferred Stock Purchase Agreement).

Nothing in this Section 4.03 will affect the rights of any of the Lenders, the Administrative Agent, in respect of any outstanding Event of Default upon expiry of the Certain Funds Period, irrespective of whether any Event of Default occurred during the Certain Funds Period or not.

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ARTICLE V

Conditions

SECTION 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Borrower and the Subsidiaries, substantially in the form delivered in connection with the closing of the Existing Credit Agreement with such changes reasonably required by or acceptable to the Administrative Agent, and (ii) local counsel in each jurisdiction where a Subsidiary Loan Party is organized or incorporated, in form and substance reasonably satisfactory to the Administrative Agent, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing (or its equivalent, if any) of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, substantially in the form delivered in connection with the closing of the Existing Credit Agreement with such changes reasonably required by or acceptable to the Administrative Agent.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document.

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(f) The Collateral and Guarantee Requirement shall have been satisfied (other than with respect to the requirements set forth in clause (e) of the definition of “Collateral and Guarantee Requirement” and other than with respect to the requirements of Section 4.04(b) of the Collateral Agreement applicable to the deposit accounts set forth on Schedule VI) and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer or legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of Loans on the Effective Date be released. The Administrative Agent shall have received certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens acceptable to the Administrative Agent). The Form 395, in respect of the Foreign Pledge Agreement of the Tranche C Additional Borrower shall have been filed within the permitted statutory period.

(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

(h) The Lenders shall have received a pro forma projected consolidated balance sheet of the Borrower as of March 31, 2006, and related pro forma projected consolidated statement of income of the Borrower for the twelve-month period ended as of such date, in each case after giving effect to the Transactions.

(i) The Transactions shall have been consummated or shall be consummated simultaneously with the initial funding of Loans on the Effective Date in accordance with applicable law (without giving effect to any amendments or waivers to or of such documents that are adverse to the Lenders).

(j) After giving effect to the Transactions, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans, (ii) $205,000,000 aggregate principal amount of Series A Convertible Notes, (iii) $240,000,000 aggregate principal amount of Series B Convertible Notes, (iv) one share

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of issued and outstanding Series D Preferred Stock, (v) Indebtedness outstanding under the Tranche C Credit Agreement and (vi) other debt securities reasonably satisfactory to the Arranger. The Indebtedness and Preferred Stock set forth in the foregoing clauses (ii) through (vi) shall be as disclosed to the Arranger prior to the date of the Original Credit Agreement (which terms and conditions shall not have been modified in any manner that is adverse to the Lenders without the approval of the Arranger).

(k) The Lenders shall have received a customary certificate from a financial officer of the Borrower, together with such other evidence reasonably requested by the Lenders, confirming the solvency of the Borrower and the Subsidiaries on a consolidated basis after giving effect to the Transactions.

(l) The Lenders shall have received a detailed business plan of the Borrower and the Subsidiaries for the fiscal years 2006 through 2011 (including quarterly projections for the first four fiscal quarters ending after the Effective Date).

(m) The Borrower shall have entered into the Tranche C Credit Agreement, which shall have become effective in accordance with its terms, without any waiver or modification thereof.

(n) At the time of having received a request for Borrowing pursuant to Section 2.03, there shall have been no event, occurrence, fact, condition, change or effect that has had or could reasonably be expected to have a material adverse effect on the business, operations, properties, condition (financial or otherwise) or results of operations of the Borrower and its subsidiaries, taken as a whole.

(o) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interest in intellectual property and other instruments and release of control agreements, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the liens securing such debt.

SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 3.04(d)) shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the

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case may be (except to the extent that any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default shall have occurred and be continuing.

(c) The delivery of a certificate by a Financial Officer to the effect that such Loan shall constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the Convertible Notes Documents.

Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

SECTION 4.03 Conditions to Effectiveness of the Amended and Restated Credit Agreement. This Amended and Restated Credit Agreement shall become effective on and as of the first date (the “Restatement Effective Date”) on which all of the following conditions precedent shall have been satisfied in full (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Skadden, Arps, Slate, Meagher & Flom LLP and/or Skadden, Arps, Slate, Meagher & Flom (UK)LLP, counsel for the Borrower and the Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) Ashurst, in form and substance reasonably satisfactory to the Administrative Agent, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent

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invoiced at least two Business Days prior to the Restatement Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document.

(e) The Administrative Agent shall have received an Affirmation and Consent, substantially in the form of Exhibit B (the “Affirmation and Consent”), dated the Restatement Effective Date, executed and delivered by each Loan Party.

ARTICLE V

Conditions

SECTION 4.01 Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Borrower and the Subsidiaries, substantially in the form delivered in connection with the closing of the Existing Credit Agreement with such changes reasonably required by or acceptable to the Administrative Agent, and (ii) local counsel in each jurisdiction where a Subsidiary Loan Party (including the Additional Borrower) is organized or incorporated, in form and substance reasonably satisfactory to the Administrative Agent, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing (or its equivalent, if any)

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of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, substantially in the form delivered in connection with the closing of the Existing Credit Agreement with such changes reasonably required by or acceptable to the Administrative Agent.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document.

(f) The Collateral and Guarantee Requirement shall have been satisfied (other than with respect to the requirements set forth in clause (e) of the definition of “Collateral and Guarantee Requirement” and other than with respect to the requirements of Section 4.04(b) of the Collateral Agreement applicable to the deposit accounts set forth on Schedule VI) and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer or legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of Loans on the Effective Date be released. The Administrative Agent shall have received certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens acceptable to the Administrative Agent). The Form 395, in respect of the Foreign Pledge Agreement of the Additional Borrower shall have been filed within the permitted statutory period.

(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

(h) The Lenders shall have received a pro forma projected consolidated balance sheet of the Borrower as of March 31, 2006, and related pro forma projected consolidated statement of income of the Borrower for the twelve-month period ended as of such date, in each case after giving effect to the Transactions.

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(i) The Transactions shall have been consummated or shall be consummated simultaneously with the initial funding of Loans on the Effective Date in accordance with applicable law (without giving effect to any amendments or waivers to or of such documents that are adverse to the Lenders).

(j) After giving effect to the Transactions, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans, (ii) $205,000,000 aggregate principal amount of Series A Convertible Notes, (iii) $240,000,000 aggregate principal amount of Series B Convertible Notes, (iv) one share of issued and outstanding Series D Preferred Stock, (v) Indebtedness outstanding under the Credit Agreement and (vi) other debt securities reasonably satisfactory to the Arranger. The Indebtedness and Preferred Stock set forth in the foregoing clauses (ii) through (iv) shall be as disclosed to the Arranger prior to the date hereof (which terms and conditions shall not have been modified in any manner that is adverse to the Lenders without the approval of the Arranger).

(k) The Lenders shall have received a customary certificate from a financial officer of the Borrower, together with such other evidence reasonably requested by the Lenders, confirming the solvency of the Borrower and the Subsidiaries on a consolidated basis after giving effect to the Transactions.

(l) The Lenders shall have received a detailed business plan of the Borrower and the Subsidiaries for the fiscal years 2006 through 2011 (including quarterly projections for the first four fiscal quarters ending after the Effective Date).

(m) The Borrower shall have entered into the Credit Agreement, which shall have become effective in accordance with its terms, without any waiver or modification thereof.

(n) At the time of having received a request for Borrowing pursuant to Section 2.03, there shall have been no event, occurrence, fact, condition, change or effect that has had or could reasonably be expected to have a material adverse effect on the business, operations, properties, condition (financial or otherwise) or results of operations of the Borrower and its subsidiaries, taken as a whole.

(o) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interest in intellectual property and other instruments and release of control agreement, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the liens securing such debt.

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Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 21, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 3.04(d)) shall be true and correct on and as of the date of such Borrowing (except to the extent that any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Conditions

SECTION 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

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(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Borrower and the Subsidiaries, substantially in the form delivered in connection with the closing of the Existing Credit Agreement with such changes reasonably required by or acceptable to the Administrative Agent, and (ii) local counsel in each jurisdiction where a Subsidiary Loan Party is organized or incorporated, in form and substance reasonably satisfactory to the Administrative Agent, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing (or its equivalent, if any) of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, substantially in the form delivered in connection with the closing of the Existing Credit Agreement with such changes reasonably required by or acceptable to the Administrative Agent.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document.

(f) The Collateral and Guarantee Requirement shall have been satisfied (other than with respect to the requirements set forth in clause (e) of the definition of “Collateral and Guarantee Requirement” and other than with respect to the requirements of Section 4.04(b) of the Collateral Agreement applicable to the deposit accounts set forth on Schedule VI) and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer or legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of Loans on the Effective Date be released. The Administrative Agent shall have received certified copies of UCC, United

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States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens acceptable to the Administrative Agent). The Form 395, in respect of the Foreign Pledge Agreement of the Tranche C Additional Borrower shall have been filed within the permitted statutory period.

(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

(h) The Lenders shall have received a pro forma projected consolidated balance sheet of the Borrower as of March 31, 2006, and related pro forma projected consolidated statement of income of the Borrower for the twelve-month period ended as of such date, in each case after giving effect to the Transactions.

(i) The Transactions shall have been consummated or shall be consummated simultaneously with the initial funding of Loans on the Effective Date in accordance with applicable law (without giving effect to any amendments or waivers to or of such documents that are adverse to the Lenders).

(j) After giving effect to the Transactions, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans, (ii) $205,000,000 aggregate principal amount of Series A Convertible Notes, (iii) $240,000,000 aggregate principal amount of Series B Convertible Notes, (iv) one share of issued and outstanding Series D Preferred Stock, (v) Indebtedness outstanding under the Tranche C Credit Agreement and (vi) other debt securities reasonably satisfactory to the Arranger. The Indebtedness and Preferred Stock set forth in the foregoing clauses (ii) through (iv) shall be as disclosed to the Arranger prior to the date hereof (which terms and conditions shall not have been modified in any manner that is adverse to the Lenders without the approval of the Arranger).

(k) The Lenders shall have received a customary certificate from a financial officer of the Borrower, together with such other evidence reasonably requested by the Lenders, confirming the solvency of the Borrower and the Subsidiaries on a consolidated basis after giving effect to the Transactions.

(l) The Lenders shall have received a detailed business plan of the Borrower and the Subsidiaries for the fiscal years 2006 through 2011 (including quarterly projections for the first four fiscal quarters ending after the Effective Date).

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(m) The Borrower shall have entered into the Tranche C Credit Agreement, which shall have become effective in accordance with its terms, without any waiver or modification thereof.

(n) At the time of having received a request for Borrowing pursuant to Section 2.03, there shall have been no event, occurrence, fact, condition, change or effect that has had or could reasonably be expected to have a material adverse effect on the business, operations, properties, condition (financial or otherwise) or results of operations of the Borrower and its subsidiaries, taken as a whole.

(o) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interest in intellectual property and other instruments and release of control agreements, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the liens securing such debt.

Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 21, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 3.04(d)) shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be (except to the extent that any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default shall have occurred and be continuing.

(c) The delivery of a certificate by a Financial Officer to the effect that such Loan shall constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the Convertible Notes Documents.

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Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which

62

may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Borrower and the Subsidiaries, substantially in the form of Exhibit B, and (ii) local counsel in each jurisdiction where a Subsidiary Loan Party is organized or incorporated or a Mortgaged Property is located, in form and substance reasonably satisfactory to the Administrative Agent, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document.

(f) The Collateral and Guarantee Requirement shall have been satisfied (other than with respect to the requirements of Sections 3.04 and 4.04(b) of the Collateral Agreement applicable to the limited liability company and limited partnership interests set forth on Schedule VII and the deposit accounts set forth on Schedule VI, as the case may be) and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer or legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by

63

Section 6.02 or have been or will contemporaneously with the initial funding of Loans on the Effective Date be released.

(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

(h) The Lenders shall have received a pro forma consolidated balance sheet of the Borrower as of June 30, 2005, and related pro forma consolidated statement of income of the Borrower for the twelve-month period ended as of such date, in each case after giving effect to the Transactions, which pro forma financial statements shall not be materially inconsistent with the forecasts previously provided to the Lenders.

(i) The Lenders shall have received (i) audited consolidated balance sheets of the Borrower and the Company for each of the fiscal years ended December 31, 2003 and 2004, and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Company for the fiscal years ended December 31, 2002, 2003 and 2004, (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower as of and for the fiscal quarters and portion of the fiscal year ended March 31, 2005 and June 30, 2005 (and for the comparable periods for the prior fiscal year) and (iii) unaudited consolidated balance sheets and related statement of income of the Company as of and for the portion of the fiscal year ended June 30, 2005 (and a consolidated statement of income for the comparable period for the prior fiscal year), in each case prepared in accordance with GAAP consistently applied (subject to year-end audit adjustments and the absence of footnotes) and certified by a Financial Officer, which financial statements described in clauses (i), (ii) and (iii) shall not be materially inconsistent with the financial statements previously provided to the Lenders.

(j) The Transactions shall have been consummated or shall be consummated simultaneously with the initial funding of Loans on the Effective Date in accordance with applicable law, the Merger Agreement, the VAB Transaction Agreement and all other related documentation (without giving effect to any amendments or waivers to or of such documents that are adverse to the Lenders). The Transactions shall have been consummated in a manner consistent with the sources and uses shown on Annex II to the term sheet included in the Information Memorandum.

(k) After giving effect to the Transactions, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans, (ii) $205,000,000 aggregate principal amount of Series A Convertible Notes, (iii) $240,000,000 aggregate principal amount of Series B Convertible Notes, (iv) one share of issued and outstanding Series B Preferred Stock, (v) 953,470 shares of issued and outstanding Series C Preferred Stock and (vi) other debt securities reasonably satisfactory to the Arrangers. The Indebtedness and Preferred Stock set forth in the foregoing clauses (ii) through (v)

64

shall be as disclosed to the Arrangers prior to the date hereof (which terms and conditions shall not have been modified in any manner that is adverse to the Lenders without the approval of the Arrangers).

(l) The Lenders shall have received a customary certificate from a financial officer of the Borrower, together with such other evidence reasonably requested by the Lenders, confirming the solvency of the Borrower and the Subsidiaries on a consolidated basis after giving effect to the Transactions.

(m) The Lenders shall have received a detailed business plan of the Borrower and the Subsidiaries for the fiscal years 2005 through 2010 (including quarterly projections for the first four fiscal quarters ending after the Effective Date).

(n) The holders of the Preferred Stock shall have granted their consent to the incurrence of the Loans, including the terms of the Loans and the use of proceeds in accordance with Section 5.11.

(o) There shall have been no (i) event, occurrence, fact, condition, change or effect that has had or could reasonably be expected to have a material adverse effect on the business, operations, properties, condition (financial or otherwise) or results of operations of the Borrower and its subsidiaries, taken as a whole, or (ii) Company Material Adverse Effect.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on December 31, 2005 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 3.04(d)) shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as the case may be (except to the extent that any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no Default shall have occurred and be continuing.

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Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V