AUTOMATIC DATA PROCESSING INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2006

AUTOMATIC DATA PROCESSING, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-5397		22-1467904
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One ADP Boulevard, Roseland, New Jersey	07068
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 974-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 28, 2006, Automatic Data Processing, Inc., a Delaware corporation (the “Company”), entered into a $1.75 billion 364-Day Credit Agreement (the “364-Day Facility”) and a $2.25 billion Five-Year Credit Agreement (the “Five-Year Facility,” and together with the 364-Day Facility, the “Facilities”) with a group of lenders. The Five-Year Facility contains an accordion feature under which the aggregate commitment can be increased by $500 million, to $2.75 billion, subject to the availability of additional commitments. The Facilities replaced the Company’s prior $1.25 billion 364-day facility and 2.25 billion five-year facility, which terminated on June 28, 2006. JPMorgan Chase Bank, N.A. acts as Administrative Agent and Bank of America, N.A. as Syndication Agent for the Facilities. The existing $1.5 billion five-year facility entered into on June 29, 2005 will continue in full force and effect.

Two borrowing options will be available under the Facilities: (i) a competitive advance option and (ii) a revolving credit option. The competitive advance option will be provided on an uncommitted competitive advance basis through an auction mechanism. The revolving credit will be provided on a committed basis. Under each option amounts borrowed and repaid may be reborrowed subject to availability under each Facility.

The Lenders’ commitments under the 364-Day Facility will expire on June 27, 2007 and any borrowings outstanding will mature and be payable on such date (or, at the option of the Company, subject to the accuracy of all representations and warranties and the absence of any default, on June 27, 2008). The Lenders’ commitments under the Five-Year Facility will expire and the borrowings thereunder will mature on June 28, 2011.

Under each Facility, interest under a competitive advance option will be payable at the rates obtained from bids selected by the Company in accordance with standard competitive auction procedures of JPMorgan Chase Bank, N.A..

At the Company’s option, revolving loans under the 364-Day Facility will bear interest at a rate per annum equal to (i) .130% plus a LIBOR-based rate for a one, two, three or six month interest period as selected by the Company, or (ii) a base rate determined by reference to the higher of (a) JPMorgan Chase Bank, N.A.’s prime rate and (b) the federal funds effective rate plus .50% (the “Alternative Base Rate”). Interest rates with respect to revolving borrowings under the 364-Day Facility will increase by .125% per annum if the commitments are extended for an additional year.

At the Company’s option, revolving loans under the Five-Year Facility will bear interest at a rate per annum equal to (i) a LIBOR-based rate for a one, two, three or six month interest period as selected by the Company plus a percentage spread (ranging from .110% to .205%) determined by reference to ratings established for the Company’s senior, unsecured, long-term, non-credit-enhanced debt by Standard & Poor’s Ratings Group and Moody’s Investors Service, Inc., (ii) the Alternative Base Rate, (iii) in the case of bankers’ acceptances, stamping fees equal to the LIBOR spreads, and (iv) in the case of Canadian base rate loans, a base rate determined by reference to the higher of J.P. Morgan Bank Canada’s prime rate and the rate for one-month Canadian dollar bankers’ acceptances plus .50% per annum.

In addition, the Company will pay a fee on the revolving credit line as follows: (i) in the case of the 364-Day Facility, at a rate of .020% per annum, and (ii) in the case of the Five-Year Facility, at a rate (ranging from .040% to .095%) determined by Company’s debt credit ratings.

The Facilities have terms that are substantially similar to the terms of the facilities they replaced, including customary covenants that restrict the Company’s and its borrowing subsidiaries’ ability to create liens or other encumbrances, enter into sale and leaseback transactions and enter into consolidations, mergers and transfers of all or substantially all of their respective assets. Each Facility contains customary events of default which would permit the lenders to accelerate the loans, including the failure to make timely payments under a Facility or other material indebtedness, the failure to satisfy covenants and specified events of bankruptcy and insolvency.

The Company has agreed to guarantee any obligations of any of its subsidiaries that are entitled to borrow the funds under each Facility. Borrowings under the Facilities may be used for general corporate purposes.

The Facilities are led by JPMorgan Securities Inc. and Banc of America Securities LLC, as Co-Lead Arrangers and Joint Bookrunners. Barclays Bank PLC, BNP Paribas, Citicorp USA, Inc., Deutsche Bank AG New York Branch and Wachovia Bank, National Association are Documentation Agents.

Certain of the lenders under the Facilities, and their respective affiliates, have performed, and may in the future perform for the Company and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received, and will receive, customary fees and expenses.

The foregoing description is qualified in its entirety by reference to the Facilities, which are filed as Exhibits 10.14 and 10.15 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.14

Exhibit 10.15

364-Day Credit Agreement, dated as of June 28, 2006, among Automatic Data Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Barclays Bank PLC, BNP Paribas, Citicorp USA, Inc., Deutsche Bank AG New York Branch and Wachovia Bank, National Association, as Documentation Agents.

Five-Year Credit Agreement, dated as of June 28, 2006, among Automatic Data Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Barclays Bank PLC, BNP Paribas, Citicorp USA, Inc., Deutsche Bank AG New York Branch and Wachovia Bank, National Association, as Documentation Agents.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 30, 2006

AUTOMATIC DATA PROCESSING, INC.

By: /s/ James B. Benson

	Name:	James B. Benson
	Title:	Vice President

EXECUTION VERSION

US$2,250,000,000

FIVE-YEAR CREDIT AGREEMENT

dated as of

June 28, 2006

among

AUTOMATIC DATA PROCESSING, INC.

The Borrowing Subsidiaries
referred to herein

The LENDERS Party Hereto

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

J.P. MORGAN EUROPE LIMITED,
as London Agent

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
as Canadian Agent

The SWINGLINE LENDERS

BANK OF AMERICA, N.A.
as Syndication Agent

and

BARCLAYS BANK PLC
BNP PARIBAS
CITICORP USA, INC.
DEUTSCHE BANK AG NEW YORK BRANCH and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agents
_________________________

J.P. MORGAN SECURITIES INC.,
and
BANC OF AMERICA SECURITIES LLC,
as Co-Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01.	Defined Terms	2
SECTION 1.02.	Classification of Loans and Borrowings	24
SECTION 1.03.	Terms Generally	24
SECTION 1.04.	Accounting Terms; GAAP	25
SECTION 1.05.	Exchange Rates	25

ARTICLE II

The Credits

SECTION 2.01.	Commitments	25
SECTION 2.02.	Loans and Borrowings	26
SECTION 2.03.	Requests for Borrowings	28
SECTION 2.04.	Bankers’ Acceptances	31
SECTION 2.05.	Competitive Bid Procedure	31
SECTION 2.06.	Swingline Loans	33
SECTION 2.07.	Funding of Borrowings and B/A Drawings	35
SECTION 2.08.	Repayment of Borrowings and B/A Drawings; Evidence of Debt	36
SECTION 2.09.	Interest Elections	38
SECTION 2.10.	Termination, Reduction and Increase of Commitments	40
SECTION 2.11.	Prepayment of Loans	42
SECTION 2.12.	Fees	44
SECTION 2.13.	Interest	45
SECTION 2.14.	Alternate Rate of Interest	46
SECTION 2.15.	Increased Costs	47
SECTION 2.16.	Break Funding Payments	48
SECTION 2.17.	Taxes	49
SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	50
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	52
SECTION 2.20.	Designation of Borrowing Subsidiaries	53

ARTICLE III

Representations and Warranties

SECTION 3.01.	Organization; Powers	53
SECTION 3.02.	Authorization; Enforceability	53

Contents, p. 2

SECTION 3.03.	Governmental Approvals; No Conflicts	54
SECTION 3.04.	Financial Condition; No Material Adverse Change	54
SECTION 3.05.	Properties	54
SECTION 3.06.	Litigation and Environmental Matters	55
SECTION 3.07.	Compliance with Laws and Agreements	55
SECTION 3.08.	Federal Reserve Regulations	55
SECTION 3.09.	Investment Company Status	55
SECTION 3.10.	Taxes	55
SECTION 3.11.	ERISA	55
SECTION 3.12.	Disclosure	55

ARTICLE IV

Conditions

SECTION 4.01.	Effective Date	56
SECTION 4.02.	Each Credit Event	57
SECTION 4.03.	Initial Credit Event for each Borrowing Subsidiary	57

ARTICLE V

Affirmative Covenants

SECTION 5.01.	Financial Statements and Other Information	58
SECTION 5.02.	Notices of Material Events	59
SECTION 5.03.	Existence; Conduct of Business	60
SECTION 5.04.	Payment of Taxes	60
SECTION 5.05.	Maintenance of Properties	60
SECTION 5.06.	Books and Records; Inspection Rights	60
SECTION 5.07.	Compliance with Laws	60
SECTION 5.08.	Use of Proceeds	61

ARTICLE VI

Negative Covenants

SECTION 6.01.	Liens	61
SECTION 6.02.	Sale and Leaseback Transactions	62
SECTION 6.03.	Fundamental Changes	62

ARTICLE VII

Events of Default

Contents, p. 3

ARTICLE VIII

The Agents

ARTICLE IX

Guarantee

ARTICLE X

Miscellaneous

SECTION 10.01.	Notices	69
SECTION 10.02.	Waivers; Amendments	70
SECTION 10.03.	Expenses; Indemnity; Damage Waiver	72
SECTION 10.04.	Successors and Assigns	73
SECTION 10.05.	Survival	75
SECTION 10.06.	Counterparts; Integration; Effectiveness	76
SECTION 10.07.	Severability	76
SECTION 10.08.	Right of Setoff	76
SECTION 10.09.	Governing Law; Jurisdiction; Consent to Service of Process	77
SECTION 10.10.	WAIVER OF JURY TRIAL	77
SECTION 10.11.	Headings	78
SECTION 10.12.	Confidentiality	78
SECTION 10.13.	Conversion of Currencies	79
SECTION 10.14.	Interest Rate Limitation	79
SECTION 10.15.	USA Patriot Act	80
SECTION 10.16.	No Fiduciary Relationship	80

SCHEDULES:

Schedule 2.01

— Lenders and Commitments

Schedule 2.18

— Payment Instructions

Schedule 6.01

— Liens

EXHIBITS:

Exhibit A-1

-- Form of Borrowing Subsidiary Agreement

Exhibit A-2

-- Form of Borrowing Subsidiary Termination

Exhibit B

-- Form of Assignment and Assumption

Exhibit C

-- Form of Opinion of General Counsel of the Company

Exhibit D

Form of Promissory Note

FIVE-YEAR CREDIT AGREEMENT dated as of June 28, 2006 (this “Agreement”), among AUTOMATIC DATA PROCESSING, INC., a Delaware corporation (the “Company”); the BORROWING SUBSIDIARIES from time to time party hereto (the Company and the Borrowing Subsidiaries being collectively called the “Borrowers”); the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; J.P. MORGAN EUROPE LIMITED, as London Agent; JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent; and the SWINGLINE LENDERS.

The Company has requested the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) to extend credit in the form of (a) US Tranche Commitments under which the Company and the US Borrowing Subsidiaries may obtain US Tranche Loans in US Dollars in an aggregate principal amount at any time outstanding that will not result in the US Tranche Exposure exceeding US$1,489,392,236.22, (b) Canadian Tranche Commitments under which the Canadian Borrowing Subsidiaries may obtain Canadian Tranche Loans in Canadian Dollars, and the Company and the US Borrowing Subsidiaries may obtain Canadian Tranche Loans in US Dollars, in an aggregate principal amount at any time outstanding that will not result in the Canadian Tranche Exposure exceeding US$446,707,763.78, (c) Euro Tranche Commitments under which the Company, the US Borrowing Subsidiaries and the Euro Borrowing Subsidiaries may obtain Euro Tranche Loans in Euros and US Dollars in an aggregate principal amount at any time outstanding that will not result in the Euro Tranche Exposure exceeding US$313,900,000 and (d) Swingline Loans to the Company and the US Borrowing Subsidiaries in US Dollars, and to the Canadian Borrowing Subsidiaries in Canadian Dollars, in an aggregate amount at any time outstanding that will not result in the aggregate US Dollar Equivalent of the Swingline Exposures exceeding US$1,000,000,000 or the Canadian Swingline Exposures exceeding US$178,683,105.51. The Company has also requested the Lenders to provide (a) a procedure pursuant to which the Borrowers may invite the Lenders to bid on an uncommitted basis on short-term Loans to the Borrowers and (b) a procedure under which the Borrowers may obtain Loans on an uncommitted basis from individual Lenders on terms to be negotiated at the time such Loans are requested. The proceeds of borrowings hereunder are to be used for general corporate purposes of the Borrowers and their subsidiaries, including the refinancing of indebtedness under the Company’s 364-Day Credit Agreement dated as of June 29, 2005 and its Five-Year Credit Agreement dated as of June 30, 2004 (together, the “ Existing Credit Agreements ”).

The Lenders are willing to establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Administrative Agent ” means JPMCB, in its capacity as administrative agent for the Lenders hereunder or any successor in such capacity.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agents ” means, collectively, the Administrative Agent, the London Agent and the Canadian Agent.

“ Agreement Currency ” has the meaning assigned to such term in Section 10.13(b).

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Applicable Agent ” means (a) with respect to a Loan or Borrowing denominated in US Dollars, and with respect to any payment hereunder that does not relate to a particular Loan or Borrowing, the Administrative Agent, (b) with respect to a Borrowing denominated in Euros, the London Agent, and (c) with respect to a Borrowing denominated in Canadian Dollars or a B/A, the Canadian Agent.

“ Applicable Rate ” means, for any day, with respect to any Eurocurrency Loan or B/A Drawing, or with respect to the facility fees payable hereunder, the applicable rate per annum set forth below under the caption “Eurocurrency Spread”, “B/A Spread” or “Facility Fee Rate”, based upon the Ratings:

Ratings:	Eurocurrency Spread, B/A Spread	Facility Fee Rate
Category 1 Greater than or equal to Aa3 or AA-	0.110%	0.040%
Category 2 Greater than or equal to A3 or A-	0.180%	0.070%
Category 3 Less than A3 or A-	0.205%	0.095%

For purposes of the foregoing, (a) if either Moody’s or S&P shall not have in effect Ratings (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 3; (b) if the Ratings established or deemed to have been established by Moody’s and S&P shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings unless the ratings differ by two Categories, in which case the Eurocurrency Spread, the B/A Spread and the Facility Fees shall be based on Category 2; and (c) if the Ratings established or deemed to have been established by Moody’s and S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first publicly announced by Moody’s or S&P. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Required Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved by the Administrative Agent.

“ Attributable Debt ” means, with respect to any Sale and Leaseback Transaction, the present value (discounted at the rate set forth or implicit in the terms of the lease included in such Sale and Leaseback Transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination.

“ Availability Period ” means the period from and including the Effective Date to but excluding the Maturity Date.

“ B/A ” means a bill of exchange, including a depository bill issued in accordance with the Depository Bills and Notes Act (Canada), denominated in Canadian Dollars, drawn by a Canadian Borrowing Subsidiary and accepted by a Canadian Tranche Lender in accordance with the terms of this Agreement.

“ B/A Drawing ” means B/As accepted and purchased on the same date and as to which a single Contract Period is in effect.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means the Company or any Borrowing Subsidiary.

“ Borrowing ” means Loans (including Competitive Loans or Contract Loans) of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Eurocurrency Loans or Fixed Rate Loans, as to which a single Interest Period is in effect.

“ Borrowing Minimum ” means (a) in the case of a Borrowing denominated in US Dollars, US$5,000,000 and (b) in the case of a Borrowing denominated in any Designated Foreign Currency, 5,000,000 units of the applicable Designated Foreign Currency.

“ Borrowing Multiple ” means (a) in the case of a Borrowing denominated in US Dollars, US$1,000,000 and (b) in the case of a Borrowing denominated in any Designated Foreign Currency, 1,000,000 units of such currency.

“ Borrowing Request ” means a request by a Borrower for a Borrowing in accordance with Section 2.03.

“ Borrowing Subsidiary ” means a US Borrowing Subsidiary, a Canadian Borrowing Subsidiary or a Euro Borrowing Subsidiary.

“ Borrowing Subsidiary Agreement ” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit A-1.

“ Borrowing Subsidiary Termination ” means a Borrowing Subsidiary Termination substantially in the form of Exhibit A-2.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided , that (a) when used in connection with a Eurocurrency Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market, (b) when used in connection with a Loan denominated in Canadian Dollars or a B/A, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in deposits in Toronto, and (c) when used in connection with a Loan denominated in Euros, the term “ Business Day ” shall also exclude any days on which the TARGET payment system is not open for the settlement of payments in Euros.

“ Calculation Date ” means the last Business Day of each calendar month.

“ Canadian Agent ” means JPMorgan Chase Bank, N.A., Toronto Branch, or any successor in such capacity.

“ Canadian Base Rate ” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the next 1/16 or 1%) equal to the greater of (a) the interest rate per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., Toronto Branch, as its reference rate in effect on such day at its principal office in Toronto for determining interest rates applicable to commercial loans denominated in Canadian Dollars in Canada (each change in such reference rate being effective from and including the date such change in publicly announced as being effective) and (b) the interest rate per annum equal to the sum of (i) the CDOR Rate on such day (or, if such rate is not so reported on the Reuters Screen CDOR Page, the average of the rate quotes for bankers’ acceptances denominated in Canadian Dollars with a term of 30 days received by the Canadian Agent at approximately 10:00 a.m., Toronto time, on such day (or, if such day is not a Business Day, on the next preceding Business Day) from one or more banks of recognized standing selected it) and (ii) 0.50% per annum.

“ Canadian Borrowing Subsidiary ” means any Canadian Subsidiary that has been designated as such pursuant to Section 2.20 and that has not ceased to be a Canadian Borrowing Subsidiary as provided in such Section.

“ Canadian Dollars ” or “ C$ ” means the lawful money of Canada.

“ Canadian Subsidiary ” means any Subsidiary that is incorporated or otherwise organized under the laws of Canada or any province thereof.

“ Canadian Swingline Commitment ” means, with respect to each Canadian Swingline Lender, the commitment of such Canadian Swingline Lender to make Canadian Swingline Loans pursuant to Section 2.06, expressed as an amount representing the maximum aggregate amount of such Canadian Swingline Lender’s outstanding Canadian Swingline Loans hereunder, as such commitment may be reduced or increased from time to time pursuant to Section 2.10. The initial amount of each Canadian Swingline Lender’s Canadian Swingline Commitment is set forth on Schedule 2.01. The aggregate amount of the Canadian Swingline Commitments on the date hereof is US$178,683,105.51.

“ Canadian Swingline Exposure ” means, at any time, the sum of the Canadian Swingline Loans outstanding at such time. The Canadian Swingline Exposure of any Lender at any time shall be such Lender’s Canadian Swingline Percentage of the total Canadian Swingline Exposure at such time.

“ Canadian Swingline Lenders ” means JPMorgan Chase Bank, N.A., Toronto Branch and Royal Bank of Canada.

“ Canadian Swingline Loan ” means a Loan made by a Canadian Swingline Lender under its Canadian Swingline Commitment pursuant to Section 2.06.

“ Canadian Swingline Percentage ” means, with respect to any Canadian Swingline Lender, the percentage of the total Canadian Swingline Commitments represented by such Lender’s Canadian Swingline Commitment. If the Canadian Swingline Commitments have terminated or expired, the Canadian Swingline Percentages shall be determined based upon the Canadian Swingline Commitments most recently in effect, giving effect to any assignments.

“ Canadian Tranche Commitment ” means, with respect to each Canadian Tranche Lender, the commitment of such Canadian Tranche Lender to make Canadian Tranche Loans pursuant to Section 2.01(b), to accept and purchase or arrange for the purchase of B/As pursuant to Section 2.04 and to acquire participations in Canadian Swingline Loans pursuant to Section 2.06, expressed as an amount representing the maximum aggregate amount of such Canadian Tranche Lender’s Canadian Tranche Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Canadian Tranche Lender’s Canadian Tranche Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Canadian Tranche Lender shall have assumed its Canadian Tranche Commitment, as applicable.

The aggregate amount of the Canadian Tranche Commitments on the date hereof is US$446,707,763.78.

“ Canadian Tranche Exposure ” means, at any time, the sum of (a) the aggregate principal amount of the Canadian Tranche Loans denominated in US Dollars outstanding at such time, (b) the US Dollar Equivalent of the aggregate principal amount of the Canadian Tranche Loans denominated in Canadian Dollars outstanding at such time, (c) the US Dollar Equivalent of the aggregate face amount of the B/As accepted by the Canadian Lenders and outstanding at such time and (d) the US Dollar Equivalent of the Canadian Swingline Exposure at such time. The Canadian Tranche Exposure of any Lender at any time shall be such Lender’s Canadian Tranche Percentage of the total Canadian Tranche Exposure at such time.

“ Canadian Tranche Lender ” mean a Lender with a Canadian Tranche Commitment.

“ Canadian Tranche Percentage ” means, with respect to any Canadian Tranche Lender, the percentage of the total Canadian Tranche Commitments represented by such Lender’s Canadian Tranche Commitment. If the Canadian Tranche Commitments have terminated or expired, the Canadian Tranche Percentages shall be determined based upon the Canadian Tranche Commitments most recently in effect, giving effect to any assignments.

“ Canadian Tranche Borrowing ” means a borrowing comprised of Canadian Tranche Loans.

“ Canadian Tranche Loan ” means a Loan made by a Canadian Tranche Lender pursuant to Section 2.01(b). Each Canadian Tranche Loan denominated in US Dollars shall be a Eurocurrency Loan or an ABR Loan, and each Canadian Tranche Loan denominated in Canadian Dollars shall be a Eurocurrency Loan or a Canadian Base Rate Loan.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ CDOR Rate ” means, on any date, an interest rate per annum equal to the average discount rate applicable to bankers’ acceptances denominated in Canadian Dollars with a term of 30 days (for purposes of the definition of “Canadian Base Rate”) or with a term equal to the Contract Period of the relevant B/As (for purposes of the definition of “Discount Rate”) appearing on the Reuters Screen CDOR Page (or on any successor or substitute page of such Screen, or any successor to or substitute for such

Screen, providing rate quotations comparable to those currently provided on such page of such Screen, as determined by the Canadian Agent from time to time) at approximately 10:00 a.m., Toronto time, on such date (or, if such date is not a Business Day, on the next preceding Business Day).

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or by any lending office of such Lender or by such Lender’s holding company with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Class ”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are US Tranche Loans, Euro Tranche Loans, Canadian Tranche Loans, Competitive Loans, Contract Loans or Swingline Loans, and (b) any Commitment, refers to whether such Commitment is a US Tranche Commitment, a Euro Tranche Commitment or a Canadian Tranche Commitment.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ” means a US Tranche Commitment, a Euro Tranche Commitment or a Canadian Tranche Commitment.

“ Company ” has the meaning assigned to such term in the heading of this Agreement.

“ Competitive Bid ” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.05.

“ Competitive Bid Rate ” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.

“ Competitive Bid Request ” means a request for Competitive Bids in accordance with Section 2.05.

“ Competitive Borrowing ” means a Borrowing comprised of Competitive Loans.

“ Competitive Loan ” means a Loan made pursuant to Section 2.05. Each Competitive Loan shall be a Eurocurrency Loan or a Fixed Rate Loan.

“ Competitive Loan Exposure ” means, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the outstanding Competitive Loans of such Lender denominated in US Dollars and (b) the aggregate of the US Dollar Equivalents of the principal amounts of the outstanding Competitive Loans of such Lender denominated in Designated Foreign Currencies.

“ Consolidated Net Worth ” means the shareholders’ equity of the Company, determined on a consolidated basis in accordance with GAAP.

“ Contract Loan ” has the meaning assigned to such term in Section 2.02(e).

“ Contract Loan Exposure ” means, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of the outstanding Contract Loans of such Lender denominated in US Dollars and (b) the aggregate of the US Dollar Equivalents of the principal amounts of the outstanding Contract Loans of such Lender denominated in Designated Foreign Currencies.

“ Contract Period ” means, with respect to any B/A, the period commencing on the date such B/A is issued and accepted and ending on the date 30, 60, 90 or 180 days thereafter, as the applicable Canadian Borrowing Subsidiary may elect (in each case subject to availability); provided , that if such Contract Period would end on a day other than a Business Day, such Contract Period shall be extended to the next succeeding Business Day.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Designated Foreign Currency ” means the Canadian Dollar and the Euro.

“ Discount Proceeds ” means, with respect to any B/A, an amount (rounded upward, if necessary, to the nearest C$.01) calculated by multiplying (a) the face amount of such B/A by (b) the quotient obtained by dividing (i) one by (ii) the sum of (A) one and (B) the product of (x) the Discount Rate (expressed as a decimal) applicable to such B/A and (y) a fraction of which the numerator is the Contract Period applicable to such B/A and the denominator is 365, with such quotient being rounded upward or downward to the fifth decimal place and .000005 being rounded upward.

“ Discount Rate ” means, with respect to a B/A being accepted and purchased on any day, (a) for a Lender which is a Schedule I Lender, (i) the CDOR Rate

applicable to such B/A or, (ii) if the discount rate for a particular Contract Period is not quoted on the Reuters Screen CDOR Page, the arithmetic average (as determined by the Canadian Agent) of the percentage discount rates (expressed as a decimal and rounded upward, if necessary, to the nearest 1/100 of 1%) quoted to the Canadian Agent by the Schedule I Reference Lenders as the percentage discount rate at which each such bank would, in accordance with its normal practices, at approximately 10:00 a.m., Toronto time, on such day, be prepared to purchase bankers’ acceptances accepted by such bank having a face amount and term comparable to the face amount and Contract Period of such B/A, and (b) for a lender which is a Schedule II Lender or a Schedule III Lender, the arithmetic average (as determined by the Canadian Agent) of the percentage discount rates (expressed as a decimal and rounded upward, if necessary, to the nearest 1/100 of 1%) quoted to the Canadian Agent by the Schedule II Reference Lenders as the percentage discount rate at which each such bank would, in accordance with its normal practices, at approximately 10:00 a.m., Toronto time, on such day, be prepared to purchase bankers’ acceptances accepted by such bank having a face amount and term comparable to the face amount and Contract Period of such B/A.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).

“ EMU Legislation ” means the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any of the Borrowers or any of their Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of t