exhibit10-11.htm


    Exhibit
      10.11

     

    


     

    CREDIT
      AGREEMENT


     

    Dated
      as
      of October 26, 2007 

     

    Among


     

    TEXTRON
      INC.,


     

    THE
      BANKS
      LISTED HEREIN,


     

    CITIBANK,
      N.A.,

     

    as
      Administrative Agent,


     

    BANK
      OF
      AMERICA, N.A.,


     

    as
      Syndication Agent

     

    and


     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,


     

    as
      Documentation Agent


     

    ______________________

     

    CITIGROUP
      GLOBAL MARKETS INC.,


     

    BANC
      OF
      AMERICA SECURITIES LLC

     

    and


     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,


     

    Lead
      Arrangers and Joint Bookrunners

    
      

    



    TABLE
      OF CONTENTS

     

    
       

    

    


     

    ARTICLE
      1

     

     

    Definitions
      And Accounting Terms

     

    
      	
               

            	
              Section
                1.01.  Definitions

            


    

    
      	
               

            	
              Section
                1.02.  Accounting Terms and
                Determinations

            


    

     

    ARTICLE
      2

     

     

    Amounts
      And Terms Of Commitments And
      Loans

     

    
      	
               

            	
              Section
                2.01.  Commitments.

            


    

    
      	
               

            	
              Section
                2.02.  Competitive Bid
                Loans

            


    

    
      	
               

            	
              Section
                2.03.  Notices of
                Conversion/Continuation

            


    

    
      	
               

            	
              Section
                2.04.  Registry

            


    

    
      	
               

            	
              Section
                2.05.  Pro
                Rata Borrowings

            


    

    
      	
               

            	
              Section
                2.06.  Interest

            


    

    
      	
               

            	
              Section
                2.07.  Commissions and
                Fee

            


    

    
      	
               

            	
              Section
                2.08.  Reductions in Commitments; Repayments
                and Payments

            


    

    
      	
               

            	
              Section
                2.09.  Use of
                Proceeds

            


    

    
      	
               

            	
              Section
                2.10.  Special Provisions Governing Eurodollar
                Rate Loans and/or Competitive Bid
                Loans

            


    

    
      	
               

            	
              Section
                2.11.  Capital
                Requirements

            


    

    
      	
               

            	
              Section
                2.12.  Regulation D
                Compensation

            


    

     

    ARTICLE
      3

     

     

    Conditions
      to Loans

     

    
      	
               

            	
              Section
                3.01.  Conditions to Initial
                Loans

            


    

    
      	
               

            	
              Section
                3.02.  Conditions to All
                Loans

            


    

     

    ARTICLE
      4

     

     

    Representations
      and Warranties

     

    
      	
               

            	
              Section
                4.01.  Organization, Powers and Good
                Standing

            


    

    
      	
               

            	
              Section
                4.02.  Authorization of Borrowing,
                Etc

            


    

    
      	
               

            	
              Section
                4.03.  Financial
                Condition

            


    

    
      	
               

            	
              Section
                4.04.  No
                Material Adverse
                Change

            


    

    
      	
               

            	
              Section
                4.05.  Litigation

            


    

    
      	
               

            	
              Section
                4.06.  Payment of
                Taxes

            


    

    
      	
               

            	
              Section
                4.07.  Governmental
                Regulation

            


    

    
      	
               

            	
              Section
                4.08.  Securities
                Activities

            


    

    
      	
               

            	
              Section
                4.09.  ERISA
                Compliance

            


    

    
      	
               

            	
              Section
                4.10.  Certain
                Fees

            


    

     

    ARTICLE
      5

     

     

    Affirmative
      Covenants

     

    
      	
               

            	
              Section
                5.01.  Financial Statements and Other
                Reports

            


    

    
      	
               

            	
              Section
                5.02.  Conduct of Business and Corporate
                Existence

            


    

    
      	
               

            	
              Section
                5.03.  Payment of
                Taxes

            


    

    
      	
               

            	
              Section
                5.04.  Maintenance of Properties;
                Insurance

            


    

    
      	
               

            	
              Section
                5.05.  Inspection

            


    

    
      	
               

            	
              Section
                5.06.  Compliance with
                Laws

            


    

     

    ARTICLE
      6

     

     

    Negative
      Covenants

     

    
      	
               

            	
              Section
                6.01.  Merger

            


    

    
      	
               

            	
              Section
                6.02.  Liens

            


    

    
      	
               

            	
              Section
                6.03.  Financial
                Covenant

            


    

    
      	
               

            	
              Section
                6.04.  Use of
                Proceeds

            


    

     

    ARTICLE
      7

     

     

    Events
      of Default

     

    
      	
               

            	
              Section
                7.01.  Failure to Make Payments When
                Due

            


    

    
      	
               

            	
              Section
                7.02.  Default in Other
                Agreements

            


    

    
      	
               

            	
              Section
                7.03.  Breach
                of Certain Covenants

            


    

    
      	
               

            	
              Section
                7.04.  Breach
                of Warranty

            


    

    
      	
               

            	
              Section
                7.05.  Other
                Defaults under
                Agreement

            


    

    
      	
               

            	
              Section
                7.06.  Involuntary Bankruptcy; Appointment of
                Receiver, etc

            


    

    
      	
               

            	
              Section
                7.07.  Voluntary Bankruptcy; Appointment of
                Receiver, etc

            


    

    
      	
               

            	
              Section
                7.08.  Judgments and
                Attachments

            


    

    
      	
               

            	
              Section
                7.09.  Dissolution

            


    

    
      	
               

            	
              Section
                7.10.  ERISA
                Title IV Liabilities

            


    

     

    ARTICLE
      8

     

     

    The
      Administrative Agent

     

    
      	
               

            	
              Section
                8.01.  Appointment

            


    

    
      	
               

            	
              Section
                8.02.  Powers; General
                Immunity

            


    

    
      	
               

            	
              Section
                8.03.  Representations and Warranties; No
                Responsibility for Appraisal of
                Creditworthiness

            


    

    
      	
               

            	
              Section
                8.04.  Right
                to Indemnity

            


    

    
      	
               

            	
              Section
                8.05.  Resignation by the Administrative
                Agent

            


    

    
      	
               

            	
              Section
                8.06.  Successor Administrative
                Agent

            


    

    
      	
               

            	
              Section
                8.07.  No
                Other Duties, Etc

            


    

     

    ii

     

    ARTICLE
      9

     

    Miscellaneous

     

    
      	
               

            	
              Section
                9.01.  Benefit of
                Agreement

            


    

    
      	
               

            	
              Section
                9.02.  Expenses

            


    

    
      	
               

            	
              Section
                9.03.  Indemnity

            


    

    
      	
               

            	
              Section
                9.04.  Setoff

            


    

    
      	
               

            	
              Section
                9.05.  Amendments and
                Waivers

            


    

    
      	
               

            	
              Section
                9.06.  Independence of
                Covenants

            


    

    
      	
               

            	
              Section
                9.07.  Notices

            


    

    
      	
               

            	
              Section
                9.08.  Survival of Warranties and Certain
                Agreements

            


    

    
      	
               

            	
              Section
                9.09.  USA PATRIOT Act
                Notice

            


    

    
      	
               

            	
              Section
                9.10.  Failure or Indulgence Not Waiver;
                Remedies Cumulative

            


    

    
      	
               

            	
              Section
                9.11.  Severability

            


    

    
      	
               

            	
              Section
                9.12.  Obligations Several; Independent Nature
                of Banks’ Rights

            


    

    
      	
               

            	
              Section
                9.13.  Headings

            


    

    
      	
               

            	
              Section
                9.14.  Applicable Law, Consent To
                Jurisdiction.

            


    

    
      	
               

            	
              Section
                9.15.  Successors and
                Assigns

            


    

    
      	
               

            	
              Section
                9.16.  Counterparts;
                Effectiveness

            


    

     

    iii


     

    EXHIBITS

     

    
      	
              Commitment
                Schedule

            	
               

            	 
	
              Exhibit
                A

            	
              -

            	
              Form
                of Note

            
	
              Exhibit
                B

            	
              -

            	
              Form
                of Opinion of Nancy K. Cassidy, Esq.

              Senior
                Associate General Counsel of the Company

            
	
              Exhibit
                C

            	
              -

            	
              Form
                of Opinion of Davis Polk & Wardwell

            
	
              Exhibit
                D-1

            	
              -

            	
              Form
                of Notice of Syndicated Borrowing

            
	
              Exhibit
                D-2

            	
              -

            	
              Form
                of Notice of Competitive Bid Borrowing

            
	
              Exhibit
                D-3

            	
              -

            	
              Form
                of Notice of Conversion/Continuation

            
	
              Exhibit
                E

            	
              -

            	
              Form
                of Compliance Certificate

            
	
              Exhibit
                F

            	
              -

            	
              Form
                of Transfer Supplement

            


    

    


     

    iv.



    CREDIT
      AGREEMENT

     

    CREDIT
      AGREEMENT, dated as of October 26, 2007, among TEXTRON INC., a Delaware
      corporation (together with its successors, the “Company”), the
      banks and other financial institutions signatory hereto (each a
“Bank” and collectively the “Banks”),
      CITIBANK, N.A., as Administrative Agent for the Banks (together with its
      successors in such capacity, the “Administrative Agent”), BANK
      OF AMERICA, N.A., as Syndication Agent (together with its successors in such
      capacity, the “Syndication Agent”) and GOLDMAN SACHS CREDIT
      PARTNERS L.P. , as Documentation Agent (together with its successors in such
      capacity, the “Documentation Agent”).

     

    In
      consideration of the premises and the agreements, provisions and covenants
      herein contained, the Company, the Banks and the Agents agree as
      follows:

     

     

    ARTICLE
      1  

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    Section
      1.0.  Definitions.  As
      used in this Agreement, and unless the context requires a different meaning,
      the
      following terms have the meanings indicated:

     

    “Absolute
      Rate” has the meaning set forth in Section
      2.02(c).

     

    “Absolute
      Rate Auction” means a solicitation of offers to make Competitive Bid
      Loans setting forth Absolute Rates.

     

    “Account”
      means:

     

    (a)          with
      respect to the Company, the account specified in the Notice of Borrowing or
      Notice of Competitive Bid Borrowing which shall be with an institution located
      in New York City; and

     

    (b)          with
      respect to the Administrative Agent or any Bank, the account maintained at
      its
      New York Office (in the case of the Administrative Agent) or at its Applicable
      Lending Office for Base Rate Loans (in the case of any Bank).

     

    “Administrative
      Agent” has the meaning assigned to that term in the introduction to
      this Agreement.

     

    “Administrative
      Questionnaire” means, with respect to each Bank, an administrative
      questionnaire in the form prepared by the Administrative Agent, 

     

     

     

    completed
      by such Bank and returned to the Administrative Agent (with a copy to the
      Company).

     

    “Affected
      Bank” means any Bank affected by any of the events described in Section 2.10(b) or 2.10(c)
      hereof.

     

    “Affiliate”
      means, with respect to any Person, any Person or group of Persons acting in
      concert in respect of the Person in question that, directly or indirectly,
      controls or is controlled by or is under common control with such
      Person.  For the purposes of this definition, “control” (including,
      with correlative meanings, the terms “controlled by” and “under common control
      with”), as used  with respect to any Person or group of Persons acting
      in concert, shall mean the possession, directly or indirectly, of the power
      to
      direct or cause the direction of management and policies of such Person, whether
      through the ownership of voting securities or by contract or
      otherwise.

     

    “Agent”
      means any of the Administrative Agent, the Syndication Agent and the
      Documentation Agent.

     

    “Agreement”
      means this Credit Agreement, as the same may at any time be amended, amended
      and
      restated, supplemented or otherwise modified in accordance with the terms
      hereof.

     

    “Applicable
      Lending Office” means, for any Bank with respect to its Loans of any
      particular type, the office, branch or affiliate of such Bank specified as
      the
      booking office therefor in such Bank’s Administrative Questionnaire, or such
      other office, branch or affiliate of such Bank as such Bank may specify from
      time to time for such purpose by notice to the Company and the Administrative
      Agent.

     

    “Bank”
      and “Banks” have the respective meanings assigned to those
      terms in the introduction to this Agreement and its or their successors and
      permitted assigns.

     

    “Bankruptcy
      Code” means Title 11 of the United States Code entitled “Bankruptcy,”
as from time to time amended and any successor statutes.

     

    “Base
      Rate” means, for any day, a rate per annum equal to the
      greater of (a) the Citibank Rate in effect on such day and (b) the Federal
      Funds
      Rate in effect on such day plus 1/2
      of 1%.

     

    “Base
      Rate Loans” are Syndicated Loans whose interest rate is based on Base
      Rate.

     

    “Bid
      Margin” has the meaning set forth in Section
      2.02(c).

     

    “Board”
      means the Board of Governors of the Federal Reserve System.

     

     

    2

     

    “Borrowing”
      means a borrowing of Loans hereunder.

     

    “Capital
      Lease”, as applied to any Person, means any lease of any property
      (whether real, personal or mixed) by that Person as lessee which, in conformity
      with GAAP, is accounted for as a capital lease on the balance sheet of that
      Person.

     

    “Citibank
      Rate” means the rate of interest per annum publicly announced from time
      to time by Citibank, N.A. as its base rate in effect at its principal office
      in
      New York City; each change in the Citibank Rate shall be effective on the date
      such change is publicly announced.

     

    “Code”
      means the Internal Revenue Code of 1986, as from time to time
      amended.  Any reference to the Code shall include a reference to
      corresponding provisions of any subsequent revenue law.

     

    “Commitment”
      means (i) with respect to each Bank listed on the Commitment Schedule, the
      amount set forth opposite such Bank’s name on the Commitment Schedule, and (ii)
      with respect to any substitute Bank or Assignee which becomes a Bank pursuant
      to
      Section 10.01 or 10.15, the amount of the transferor Bank’s Commitment assigned
      to it pursuant to Section 10.01 or 10.15, as such amount may be changed from
      time to time pursuant to Section 2.10, 10.01 or 10.15; provided that,
      if the context so requires, the term “Commitment” means the
      obligation of a Bank to extend credit up to such amount to the Company
      hereunder.

     

    “Commitment
      Schedule” means the Commitment Schedule attached hereto.

     

    “Company”
      has the meaning assigned to that term in the introduction to this
      Agreement.

     

    “Competitive
      Bid Absolute Rate Loan” means a Competitive Bid Loan made by a Bank
      pursuant to Absolute Rate Auction.

     

    “Competitive
      Bid Loan” means a Loan bearing interest at such rate and for such
      interest period, and on such other terms not inconsistent with the terms of
      this
      Agreement, as the Company and the Bank making such Loan may mutually agree
      and
      which Loan is requested pursuant to a Notice of Competitive Bid
      Borrowing.

     

    “Competitive
      Bid LIBOR Loan” means a Competitive Bid Loan made by a Bank pursuant to
      a LIBOR Auction.

     

    “Consolidated
      Capitalization” means, as at any date of determination, the sum
      (without duplication) of (a) Consolidated Indebtedness of Textron
      Manufacturing plus (b) Consolidated Net Worth plus
      (c) preferred stock of the 

     

     

    3

     

    Company
      plus (d) other securities of the Company convertible (whether
      mandatorily or at the option of the holder) into capital stock of the
      Company.

     

    “Compliance
      Certificate” means a certificate substantially in the form annexed
      hereto as Exhibit E delivered to the Banks by the Company pursuant to Section 5.01(b)(i)(B).

     

    “Consolidated
      Indebtedness of Textron Manufacturing” means, as at any date of
      determination, the sum of short-term and long-term indebtedness for borrowed
      money that is shown on a balance sheet of Textron Manufacturing (or would be
      if
      a balance sheet were prepared on such date).

     

    “Consolidated
      Net Worth” means, as at any date of determination, the stockholders’
equity of the Company and its Subsidiaries on a consolidated basis
      (but
      excluding the effects of the Company’s accumulated other comprehensive
      income/loss) calculated in conformity with GAAP.

     

    “Contractual
      Obligation”, as applied to any Person, means any provision of any
      security issued by that Person or of any material indenture, mortgage, deed
      of
      trust or other similar instrument of that Person under which Indebtedness is
      outstanding or secured or by which that Person or any of its properties is
      bound
      or to which that Person or any of its properties is subject.

     

    “Documentation
      Agent” has the meaning assigned to that term in the introduction to
      this Agreement.

     

    “Dollar”,
      “Dollars” and the sign “$” mean the lawful
      currency of the United States.

     

    “Effective
      Date” has the meaning assigned to that term in Section 9.16 hereof.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as from time to
      time
      amended, and any successor statute.

     

    “ERISA
      Affiliate” means, with respect to any Person, any trade or business
      (whether or not incorporated) which, together with such Person, is under common
      control as described in Section 414(c) of the Code or is a member of a
      controlled group, as defined in Section 414(b) of the Code, which includes
      such
      Person.

     

    “Eurodollar
      Margin” means (i) for any day on which Utilization is equal to or less
      than 50%, a rate per annum of 0.21% (ii) for any day on which Utilization
      exceeds 50%, a rate per annum of 0.26%.

     

    “Eurodollar
      Rate” means, for any Interest Rate Determination Date either (a) U.S.
      LIBOR; or (b) if a rate cannot be determined pursuant to clause (a) above,
      a
      rate per annum equal to the arithmetic average (rounded upwards to
      the

     

     

    4

     

     nearest
      1/16 of 1%) of the offered quotation, if any, to first class banks in the
      Eurodollar market by each of the Reference Banks for deposits in the applicable
      currency with maturities comparable to the Interest Period for which such
      Eurodollar Rate will apply as of approximately 10:00 A.M. (New York time) two
      Business Days prior to the commencement of such Interest Period.  If
      any Reference Bank fails to provide its offered quotation to the Administrative
      Agent, the Eurodollar Rate shall be determined on the basis of the offered
      quotation(s) by the other Reference Bank(s).

     

    “Eurodollar
      Rate Loans” means Syndicated Loans or portions thereof during the
      period in which such Loans bear interest at rates determined in accordance
      with
Section 2.06(a)(i)(A) hereof.

     

    “Eurodollar
      Reserve Percentage” means, for any day, that percentage (expressed as a
      decimal) which is in effect on such day, as prescribed by the Board of Governors
      of the Federal Reserve System (or any successor) for determining the maximum
      reserve requirement for a member bank of the Federal Reserve System in New
      York
      City with deposits exceeding five billion dollars in respect of “Eurocurrency
      liabilities” (or in respect of any other category of liabilities which includes
      deposits by reference to which the interest rate on Eurodollar Loans is
      determined or any category of extensions of credit or other assets which
      includes loans by a non-United States office of any Bank to United States
      residents).

     

    “Event
      of Default” has the meaning assigned to that term in Article 7 hereof.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as from time to time
      amended, and any successor statutes.

     

    “Facility
      Fee Rate” means 0.04% per annum.

     

    “Federal
      Funds Rate” means on any one day the weighted average of the rate on
      overnight Federal funds transactions with members of the Federal Reserve System
      only arranged by Federal funds brokers as published as of such day by the
      Federal Reserve Bank of New York, provided that if such day is not a
      Business Day, the Federal Funds Rate shall be measured as of the immediately
      preceding Business Day.

     

    “Finance
      Company” means any Person which is (or would be but for the proviso to
      the definition of such term) a Subsidiary of the Company and which is primarily
      engaged in the business of a finance company.

     

    “Funding
      Date” means the date of the funding of a Loan made pursuant to a Notice
      of Borrowing but does not mean the date of any conversion or continuation of
      the
      interest rate applicable to any Loan pursuant to a Notice of
      Conversion/Continuation.

     

     

    5

     

    “GAAP”
      means generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board as in effect from time to time.

     

    “Governmental
      Authority” means any nation or government, any state or other political
      subdivision thereof and any entity exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to
      government.

     

    “Indebtedness”,
      as applied to any Person, means, without duplication, (i) all indebtedness
      for
      borrowed money of that Person, (ii) that portion of obligations with respect
      to
      Capital Leases which is properly classified as a liability on a balance sheet
      of
      that Person in conformity with GAAP, (iii) notes payable of that Person and
      drafts accepted by that Person representing extensions of credit whether or
      not
      representing obligations for borrowed money, (iv) any obligation of that Person
      owed for all or any part of the deferred purchase price of property or services
      which purchase price is (a) due more than twelve months from the date of
      incurrence of the obligation in respect thereof, or (b) evidenced by a note
      or
      similar written instrument, (v) all non-contingent obligations of such Person
      to
      reimburse any bank or other Person in respect of amounts paid under a letter
      of
      credit or similar instrument, (vi) all indebtedness secured by any Lien on
      any
      property or asset owned or held by that Person regardless of whether the
      indebtedness secured thereby shall have been  assumed by that Person
      or is nonrecourse to the credit of that Person and (vii) any guarantee of that
      Person, direct or indirect, of any indebtedness, note payable, draft accepted,
      or obligation described in clauses (i)-(vi) above of any other
      Person.

     

    “Initial
      Loans” means the initial Loans made under this Agreement.

     

    “Interest
      Payment Date” means, (x) with respect to any Eurodollar Rate Loan, the
      last day of each Interest Period applicable to such Eurodollar Rate Loan;
provided that in the case of each Interest Period of six months,
“Interest Payment Date” shall also include each Interest Period
      Anniversary Date (or if such day is not a Business Day, then the next succeeding
      Business Day) for such Interest Period and (y) in the case of any Base Rate
      Loan, the last Business Day of each calendar quarter.

     

    “Interest
      Period” means any interest period applicable to a Eurodollar Rate Loan
      or Competitive Bid Loan as determined pursuant to Section 2.06(b) hereof.

     

    “Interest
      Period Anniversary Date” means, for each Interest Period applicable to
      a Eurodollar Rate Loan which is six months, the three-month anniversary of
      the
      commencement of that Interest Period.

     

    6

     

    “Interest
      Rate Determination Date” means each date for calculating the Eurodollar
      Rate for purposes of determining the interest rate in respect of an Interest
      Period.  The Interest Rate Determination Date shall be the second
      Business Day prior to the first day of the related Interest Period.

     

    “LIBOR
      Auction” means a solicitation of offers to make Competitive Bid Loans
      setting forth Bid Margins.

     

    “Lien”
      means any lien, mortgage, pledge, security interest, charge or encumbrance
      of
      any kind (including any conditional sale or other title retention agreement,
      any
      lease in the nature thereof, and any agreement to give any security
      interest).

     

    “Loans”
      means one or more of the Syndicated Loans, Competitive Bid Loans or any
      combination thereof.

     

    “Margin
      Stock” has the meaning assigned to that term in Regulation U of the
      Board as in effect from time to time.

     

    “Material
      Adverse Effect” means a material adverse effect on the business,
      operations, properties, assets or financial condition of the Company and its
      Subsidiaries, taken as a whole.

     

    “Multiemployer
      Plan” has the meaning assigned to that term in Section 4001(a)(3) of
      ERISA.

     

    “Net
      Proceeds” means, with respect to any Reduction Event, the cash proceeds
      received by the Company in respect of such event net of the sum of all fees
      and
      out-of-pocket expenses paid by the Company to third parties in connection with
      such event.

     

    “Net
      U.S. Based Cash” means, as at any date of determination, the amount, if
      any, by which the aggregate amount of cash held by the Company and its U.S.
      Subsidiaries exceeds $200,000,000.

     

    “New
      York Office” means, for the Administrative Agent, the office in New
      York City specified in or pursuant to Section
      9.07.

     

    “Notes”
      means the promissory notes of the Company issued pursuant to Section 2.04(b) hereof in substantially the form of
      Exhibit A hereto.

     

    “Notice
      of Borrowing” means any Notice of Syndicated Borrowing, Notice of
      Competitive Bid Borrowing or any combination thereof.

     

    “Notice
      of Competitive Bid Borrowing” has the meaning assigned to that term in
Section 2.02(b) hereof and shall be substantially in
      the form of Exhibit D-2 hereof.

     

    7

     

     

    “Notice
      of Conversion/Continuation” means any notice delivered pursuant to Section 2.03(a) hereof and shall be substantially in
      the form of Exhibit D-3 hereto.

     

    “Notice
      of Syndicated Borrowing” has the meaning assigned to that term in Section 2.01(b) hereof and shall be substantially in
      the form of Exhibit D-1 hereto.

     

    “Offer”
      means the tender offer commenced on October 16, 2007 by an indirectly
      wholly-owned Subsidiary of the Company to purchase all of the issued and
      outstanding shares of common stock of United Industrial
      Corporation.

     

    “Officer’s
      Certificate” means, as applied to any corporation, a certificate
      executed on behalf of such corporation by its Chairman of the Board (if an
      officer), its President, any Vice President of such corporation, its Chief
      Financial Officer, its Treasurer or any Assistant Treasurer of such
      corporation.

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation created by Section 4002(a) of
      ERISA or any successor thereto.

     

    “Pension
      Plan” means any plan (other than a Multiemployer Plan) described in
      Section 4021(a) of ERISA and not excluded pursuant to Section 4021(b) thereof,
      which may be, is or has been established or maintained, or to which
      contributions may be, are or have been made by the Company or any of its ERISA
      Affiliates or as to which the Company would be considered as a
“contributing sponsor” for purposes of Title IV of ERISA at any
      relevant time.

     

    “Permitted
      Encumbrances” means:

     

    (i)           Liens
      for taxes, assessments or governmental charges or claims the payment of which
      is
      not at the time required by Section
      5.03;

     

    (ii)           Statutory
      Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
      and other liens imposed by law incurred in the ordinary course of business
      for
      sums not yet delinquent or being contested in good faith, if such reserve or
      other appropriate provision, if any, as shall be required by generally
      accepted  accounting principles then in effect, shall have been made
      therefor;

     

    (iii)           Liens
      (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary
      course of business in connection with workers’ compensation, unemployment
      insurance and other types of social security, or to secure the performance
      of
      tenders, statutory obligations, bids, leases, government contracts, performance
      and return-of-money bonds and other similar obligations (exclusive of
      obligations for the payment of borrowed money);

     

    8

     

    (iv)           Any
      attachment or judgment Lien individually or in the aggregate not in excess
      of
      $100,000,000 unless the judgment it secures shall, within 30 days after the
      entry thereof, not have been discharged or execution thereof stayed pending
      appeal, or shall not have been discharged within 30 days after the expiration
      of
      any such stay;

     

    (v)           Leases
      or subleases granted to others not interfering in any material respect with
      the
      business of the Company or any of its Subsidiaries;

     

    (vi)           Easements,
      rights-of-way, restrictions, minor defects or irregularities in title and other
      similar charges or encumbrances not interfering in any material respect with
      the
      ordinary conduct of the business of the Company or any of its
      Subsidiaries;

     

    (vii)           Any
      interest or title of a lessor under any lease;

     

    (viii)          Liens
      arising from UCC financing statements regarding leases; and

     

    (ix)           Liens
      in favor of customs and revenue authorities arising as a matter of law to secure
      payment of customs duties in connection with the importation of goods incurred
      in the ordinary course of business.

     

    “Person”
      means and includes natural persons, corporations, limited partnerships, general
      partnerships, joint stock companies, joint ventures, associations, companies,
      trusts, banks, trust companies, land trusts, business trusts or other
      organizations, whether or not legal entities, and any Governmental
      Authority.

     

    “Potential
      Event of Default” means a condition or event which, after notice or
      lapse of time or both, would constitute an Event of Default if that condition
      or
      event were not cured or removed within any applicable grace or cure
      period.

     

    “pro
      rata Share” means, when used with reference to
      any Bank and any described aggregate or total amount, the percentage designated
      as such Bank’s pro rata Share set forth under the name of such Bank on
      the applicable signature page of this Agreement, as such pro rata Share
      may be adjusted pursuant to the terms of this Agreement.

     

    “Reduction
      Event” means any sale or issuance by the Company of its long-term debt
      securities in an aggregate principal amount of at least $350,000,000; pursuant
      to a private placement or sale that is underwritten, managed, arranged, placed
      or initially purchased by an investment bank.

     

    “Reference
      Banks” means Citibank, N.A. and Bank of America, N.A.

     

    9

     

    “Regulation
      D” means Regulation D of the Board as from time to time in effect and
      any successor to all or a portion thereof establishing reserve
      requirements.

     

    “Reportable
      Event” means a “reportable event” described in Section
      4043(b) of ERISA or in the regulations thereunder notice of which to PBGC is
      required within 30 days after the occurrence thereof, or receipt of a notice
      of
      withdrawal liability with respect to a Multiemployer Plan pursuant to Section
      4204 of ERISA.

     

    “Required
      Banks” means, as at any time any determination thereof is to be made,
      the Banks holding more than 50% of the Total Commitment or, if no Commitments
      are in effect, more than 50% of the Total Outstanding Amount.

     

    “Restricted
      Subsidiary” means each Subsidiary (or a group of Subsidiaries that
      would constitute a Restricted Subsidiary if consolidated and which are engaged
      in the same or related lines of business) of the Company now existing or
      hereafter acquired or formed by the Company which (x) for the most recent fiscal
      year of the Company, accounted for more than 5% of the consolidated revenues
      of
      the Company and its Subsidiaries, or (y) as at the end of such fiscal year,
      was
      the owner of more than 5% of the consolidated assets of the Company and its
      Subsidiaries.  For purposes of this definition, the proviso to the
      definition of Subsidiary shall not be applicable.

     

    “Securities
      Act” means the Securities Act of 1933, as from time to time amended,
      and any successor statutes.

     

    “Subsidiary”
      means, in respect to any Person, any corporation, association or other business
      entity of which more than 50% of the total voting power of shares of stock
      entitled (without regard to the occurrence of any contingency) to vote in the
      election of directors, managers or trustees thereof is at the time owned or
      controlled, directly or indirectly, by such Person or one or more of the other
      Subsidiaries of such Person or a combination thereof; provided, however, that
      no
      Finance Company or any Subsidiary of any Finance Company shall be treated as
      a
      Subsidiary of the Company.

     

    “Syndicated
      Loan” means a Loan which is made as part of a Borrowing, is made
      collectively by the Banks based on each Bank’s pro rata Share of such
      Loan, is made as either a Base Rate Loan or a Eurodollar Rate Loan and is
      requested pursuant to a Notice of Syndicated Borrowing.

     

    “Syndication
      Agent” has the meaning assigned to that term in the introduction to
      this Agreement.

     

    “Termination
      Date” means September 30, 2008, or if any such day is not a Business
      Day, the next preceding Business Day.

     

    10

     

    “Termination
      Event” means (i) a Reportable Event with respect to any Pension Plan,
      or (ii) the withdrawal of the Company or any of its ERISA Affiliates from a
      Pension Plan during a plan year in which it was a “substantial
      employer” as defined in Section 4001(a)(2) of ERISA, or (iii) the
      filing of a notice of intent to terminate a Pension Plan (including any such
      notice with respect to a Pension Plan amendment referred to in Section 4041(e)
      of ERISA),  or (iv) the institution of proceedings to terminate a
      Pension Plan by the PBGC, or (v) any other event or condition which, to the
      best
      knowledge of the Company, would constitute grounds under Section 4042(a) of
      ERISA for the termination of, or the appointment of a trustee to administer,
      any
      Pension Plan.

     

    “Textron
      Affiliate,” as applied to the Company, means any Person or Persons
      directly or indirectly controlling the Company.  For purposes of this
      definition, controlling, as applied to the Company, means the possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management and policies of the Company, whether through the ownership of voting
      securities or by contract or otherwise.  Neither any Bank nor any
      parent of any Bank nor any Subsidiary of any such Bank or parent shall be
      treated as a Textron Affiliate.

     

    “Textron
      Affiliate Amount” means, as at any date of determination, the then
      aggregate outstanding amount of all loans and/or advances to any Textron
      Affiliate from the Company or any Subsidiary of the Company (without giving
      effect to the proviso to the definition of Subsidiary).

     

    “Textron
      Manufacturing” means the Company and any Subsidiary of the Company that
      is not a Finance Company.

     

    “Total
      Commitment” means, as at any date of determination, the aggregate
      Commitments of all Banks then in effect (as such Commitments may be reduced
      from
      time to time pursuant to Section 2.08(a)
      hereof).  The original amount of the Total Commitment is
      $750,000,000.

     

    “Total
      Outstanding Amount” means, at any time, the aggregate outstanding
      principal amount of the Loans (including both Syndicated Loans and Competitive
      Bid Loans), determined at such time after giving effect, if one or more Loans
      are being made at such time, to any substantially concurrent application of
      the
      proceeds thereof to repay one or more other Loans.

     

    “Type”
      means, in respect of any Syndicated Loan, any type of Syndicated Loan,
i.e., either a Base Rate Loan or a Eurodollar Rate Loan.

     

    “U.S.
      LIBOR” means, with respect to any Interest Rate Determination Date for
      any Loans, an interest rate per annum equal to the British Bankers Association
      LIBOR Rate (“BBA LIBOR”) from Telerate Successor Page 3750, as
      published by Reuters (or other commercially available source providing
      quotations of BBA LIBOR as designated by the Administrative Agent from time
      to
      time) as of 11:00 A.M. (London time) on such Interest Rate Determination


     

    11

     

    Date
      for
      Dollar deposits comparable in amount to the aggregate principal amount of such
      Dollar denominated Loans and having a tenor equal to the duration of the
      applicable Interest Period.

     

    “U.S.
      Subsidiary” means any Subsidiary of the Company that is organized under
      the laws of any state of the United States of America or the District of
      Columbia.

     

    “Utilization”
      means, at any date, the percentage equivalent of a fraction (i) the numerator
      of
      which is the Total Outstanding Amount at such date (after giving effect to
      any
      borrowing or payment on such date) and (ii) the denominator of which is the
      Total Commitment at such date (after giving effect to any reduction on such
      date).  If for any reason any Loans remain outstanding after
      termination of the Commitments, Utilization shall be deemed to be
      100%.

     

    Section
      1.02.  Accounting
      Terms and Determinations.  Unless otherwise specified herein, all
      accounting terms used herein shall be interpreted, all accounting determinations
      hereunder shall be made, and all financial statements required to be delivered
      hereunder shall be prepared in accordance with GAAP, applied on a basis
      consistent (except for changes concurred in by the Company’s independent public
      accountants) with the most recent audited consolidated financial statements
      of
      the Company and its Consolidated Subsidiaries delivered to the Banks;
provided that, if the Company notifies the Administrative Agent that
      the Company wishes to amend any covenant in Article
      6 to eliminate the effect of any change in GAAP on the operation of such
      covenant (or if the Administrative Agent notifies the Company that the Required
      Banks wish to amend Article 6 for such purpose),
      then the Company’s compliance with such covenant shall be determined on the
      basis of GAAP in effect immediately before the relevant change in GAAP became
      effective, until either such notice is withdrawn or such covenant is amended
      in
      a manner satisfactory to the Company and the Required Banks; provided
further that the implementation of Statement of Financial
      Accounting Standards No. 142 shall not be deemed a change in GAAP for purposes
      of the preceding proviso.

     

     

    ARTICLE
      2

    AMOUNTS
      AND TERMS OF COMMITMENTS AND LOANS

     

    Section
      2.01.  Commitments.

     

    (a)  Loans.  Subject
      to the terms and conditions of this Agreement and in reliance upon the
      representations and warranties of the Company herein set forth, each Bank hereby
      severally agrees to lend to the Company from time to time during the period
      from
      and including the Effective Date to but not including the Termination Date
      its
pro rata Share of the Total Commitment.  Each Bank’s
      Commitment and the Total Commitment shall expire in full on the Termination
      Date.

     

    12

     

    Amounts
      borrowed under this Section 2.01(a) may, subject to
      the limitations set forth in this Agreement, be repaid and, up to but excluding
      the Termination Date, be reborrowed.  The Syndicated Loans and all
      other amounts owed hereunder with respect to the Syndicated Loans shall be
      paid
      in full no later than the Termination Date.

     

    Borrowings
      on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) shall be in Dollars in an aggregate
      minimum amount of $10,000,000 and integral multiples, of $1,000,000 in excess
      of
      that amount or, if less, the unutilized amount of the Total
      Commitment.  Notwithstanding the foregoing, no Syndicated Loan may be
      borrowed if the Total Outstanding Amount, after giving effect to the Loan so
      requested and all other Loans then requested which have not yet been funded,
      shall exceed the Total Commitment then in effect.

     

    (b)  Notice
      of Syndicated Borrowing.  Subject to Section 2.01(a), whenever the Company desires to borrow
      under this Section 2.01, it shall deliver to the
      Administrative Agent a Notice of Syndicated Borrowing (which may be telephonic,
      confirmed promptly in writing) no later than 10:30 A.M. (New York City time)
      (x)
      in the case of a Base Rate Loan, on the proposed Funding Date, and (y) in the
      case of a Eurodollar Rate Loan, three Business Days in advance of the proposed
      Funding Date.  The Notice of Syndicated Borrowing shall specify (i)
      the proposed Funding Date (which shall be a Business Day), (ii) the amount
      of
      the proposed Loans, (iii) whether such Loans are to consist of Base Rate Loans
      or Eurodollar Rate Loans or a combination thereof and the amounts thereof,
      (iv)
      the Account of the Company for such Loans, (v) the Interest Period(s) therefor
      and (vi) the aggregate principal amount of Loans outstanding, after giving
      effect to the proposed Loan and all other Loans then requested which have not
      yet been funded.

     

    Neither
      the Administrative Agent nor any Bank shall incur any liability to the Company
      in acting upon any telephonic notice referred to above which the Administrative
      Agent believes in good faith to have been given by a duly authorized officer
      or
      other person authorized to borrow on behalf of the Company or for otherwise
      acting in good faith under this Section 2.01(b) and,
      upon funding of Syndicated Loans by the Banks in accordance with this Agreement
      pursuant to any telephonic notice, the Company shall have borrowed such Loans
      hereunder.

     

    Except
      as
      provided in Section 2.10(d), a Notice of Syndicated
      Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof)
      shall be irrevocable on and after the related Interest Rate Determination Date,
      and the Company shall be bound to make a borrowing in accordance
      therewith.

     

    (c)  Disbursement
      of Funds.  Promptly after receipt of a Notice of Syndicated
      Borrowing pursuant to Section 2.01(b) (or telephonic
      notice in lieu thereof) with respect to a Syndicated Loan, the Administrative
      Agent shall notify each Bank of the proposed borrowing.  Each Bank
      shall make its pro rata Share 

     

    13

     

    of
      the
      amount of such Loans available to the Administrative Agent by causing funds
      in
      such amount to be credited to the Account of the Administrative Agent in same
      day funds not later than 12:00 Noon (New York City time) on the Funding
      Date.  Such Loans of a Bank shall be equal to such Bank’s pro
      rata Share of the aggregate amount of all such Loans requested by the
      Company pursuant to the applicable Notice of Syndicated
      Borrowing.  Upon satisfaction or waiver of the conditions precedent
      specified in Section 3.01 (in the case of the
      Initial Loans) and Section 3.02 (in the case of all
      Loans) the Administrative Agent shall make the proceeds of such Loans available
      to the Company by causing an amount of funds equal to the proceeds of all the
      Loans received by the Administrative Agent to be credited to the Account of
      such
      Company in same day funds.

     

    Unless
      the Administrative Agent shall have been notified by any Bank (which notice
      may
      be telephonic, confirmed promptly in writing) prior to any Funding Date in
      respect of any Syndicated Loan that such Bank does not intend to make available
      to the Administrative Agent such pro rata Share of such Loan on such
      Funding Date, the Administrative Agent may assume that such Bank has made such
      amount available to the Administrative Agent on such Funding Date and the
      Administrative Agent in its sole discretion may, but shall not be obligated
      to,
      make available to the Company a corresponding amount on such Funding
      Date.  If such corresponding amount is not in fact made available to
      the Administrative Agent by such Bank, the Administrative Agent shall be
      entitled to recover such corresponding amount on prompt demand from such Bank
      together with interest thereon, for each day from such Funding Date until the
      date such amount is paid to the Administrative Agent at the customary rate
      set
      by the Administrative Agent for the correction of errors among banks for three
      Business Days and thereafter at the Base Rate.  If such Bank does not
      pay such corresponding amount forthwith upon the Administrative Agent’s demand
      therefor, the Administrative Agent shall promptly notify the Company and the
      Company shall immediately pay such corresponding amount to the Administrative
      Agent.  Nothing in this Section 2.01(c)
      shall be deemed to relieve any Bank from its obligation to fulfill its
      Commitment hereunder or to prejudice any rights which the Company may have
      against any Bank as a result of any default by such Bank hereunder.

     

    Section
      2.02.  Competitive
      Bid Loans.  (a)  Subject to and upon the terms and
      conditions herein set forth, each Bank severally agrees that the Company may
      incur a Competitive Bid Loan pursuant to a Notice of Competitive Bid Borrowing
      from time to time on and after the Effective Date and prior to the date which
      is
      the Business Day preceding the date which is 30 days prior to the Termination
      Date, provided that the Total Outstanding Amount, after giving effect
      to the Loan so requested and all other Loans then requested which have not
      yet
      been funded, will not exceed the Total Commitment then in
      effect.  Within the foregoing limits and subject to the conditions set
      forth in this Agreement, Competitive Bid Loans may be repaid and reborrowed
      in
      accordance with the provisions hereof.  Competitive Bid Loans made on
      any Funding Date shall be in Dollars in an aggregate 

     

    14

     

    minimum
      amount of $10,000,000 and in integral multiples of $1,000,000 in excess of
      such
      amount.

     

    (b)  Whenever
      the Company desires to incur a Competitive Bid Loan, it shall deliver to the
      Administrative Agent and each Bank a Notice of Competitive Bid Borrowing, such
      notice to specify in each case (A)  the date of the proposed
      Competitive Bid Loan(s),  (B) the aggregate amount of the proposed
      Competitive Bid Loan(s), (C) the maturity date for repayment of each
      Competitive Bid Loan to be made as part of such Competitive Bid Loans (each
      of
      which maturity dates may not be later than the Business Day prior to the
      Termination Date), (D) the Account of the Company for such
      Loan(s), (E)  the interest payment date or dates relating
      thereto, (F) whether the Competitive Bid Loan(s) are to be Competitive Bid
      Absolute Rate Loans or Competitive Bid LIBOR Loans, (G) the aggregate
      principal amount of Loans outstanding after giving effect to the proposed
      Competitive Bid Loan(s) and all other Loans then requested which have not yet
      been funded and (H) any other terms to be applicable to such Competitive
      Bid Loan(s).  A Notice of Competitive Bid Borrowing must be received
      no later than 11:00 A.M. (New York City time) on (i) the fifth Business Day
      prior to the date of the Borrowing proposed therein, in the case of a LIBOR
      Auction or (ii) the Business Day next preceding the date of Borrowing proposed
      therein, in the case of an Absolute Rate Auction. No Notice of Competitive
      Bid
      Borrowing shall be given earlier than three Business Days subsequent to the
      making of the last Competitive Bid Loan.

     

    (c)  Each
      Bank
      shall, if, in its sole discretion, it elects to do so, irrevocably offer to
      make
      one or more Competitive Bid Loans to the Company as part of such proposed
      Competitive Bid Loan(s) by notifying the Company, not later than (i) 2:00
      P.M. (New York City time) on the fourth Business Day prior to the proposed
      date
      of Borrowing, in the case of a LIBOR Auction and (ii) 10:00 A.M. (New York
      City
      time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction
      (each such date being hereinafter referred to as a “Reply
      Date”), of (i) the minimum amount and maximum amount of each
      Competitive Bid Loan which such Bank would be willing to make as part of such
      proposed Competitive Bid Loan(s) (which amounts may, subject to the provisions
      of Section 2.01(a), exceed such Bank’s Commitment);
provided that the minimum amount of any Bank’s bid shall be at least
      $5,000,000 (or, in the case of a Competitive Bid Loan denominated in an
      Alternative Currency, the Currency Equivalent thereof in such Alternative
      Currency), (ii) in the case of a LIBOR Auction, the margin above or below the
      applicable Eurodollar Rate (the “Bid Margin”) offered for each
      such Competitive Bid Loan, expressed as a percentage (specified to the nearest
      1/10,000th of 1%) to be added to or subtracted from such base rate and (iii)
      in
      the case of an Absolute Rate Auction, the rate of interest per annum (specified
      to the nearest 1/10,000th of 1%) (the “Absolute Rate”) offered
      for each such Competitive Bid Loan.  If any Bank shall not notify the
      Company, before 2:00 P.M. or 10:00 a.m. (New York City time), as the case may
      be, on the 

     

    15

     

    Reply
      Date of its offer of a Competitive Bid Loan, such Bank shall be deemed not
      to be
      making an offer with respect to such Competitive Bid Loan.

     

    (d)  The
      Company shall, in turn, before 11:00 A.M. (New York City time) on (i) the
      third Business Day prior to the proposed date of Borrowing, in the case of
      a
      LIBOR Auction or (ii) the Reply Date, in the case of an Absolute Rate Auction
      either

     

    (A)  cancel
      such Competitive Bid Loan by giving the Administrative Agent and each Bank
      notice to that effect (whereupon such Competitive Bid Loan will not be made),
      or

     

    (B)  accept
      one or more of the offers made by any Bank or Banks pursuant to Section 2.02(c), in its sole discretion, by giving
      notice to the Administrative Agent and such Bank of the amount of each
      Competitive Bid Loan (which amount shall be equal to or greater than the minimum
      amount, and equal to or less than the maximum amount, notified to the Company
      by
      such Bank or Banks for such Competitive Bid Loan pursuant to Section 2.02(c)) to be made by such Bank as part of
      such Competitive Bid Loan, and reject any remaining offers made by Banks
      pursuant to Section 2.02(c) above by giving the
      Administrative Agent and such Bank notice to that effect.

     

    (e)  On
      the
      Funding Date of each Competitive Bid Loan, each Bank required to participate
      therein will make available its share of such Competitive Bid Loan (as specified
      in Section 2.02(d)) by causing funds in such amount
      to be credited to the Account of the Company in same day funds not later than
      12:00 Noon (New York City time).

     

    (f)  Each
      Competitive Bid Loan shall be payable on the maturity date specified in the
      Notice of Competitive Bid Borrowing relating to such Competitive Bid
      Loan.

     

    Section
      2.03  Notices
      of Conversion/Continuation.  (a) Subject to the provisions
      of Section 2.10 hereof, the Company shall have the
      option (i) to convert at any time all or any part of its outstanding Base
      Rate Loans in an aggregate minimum amount of $10,000,000 and integral multiples
      of $5,000,000 in excess of that amount, to Eurodollar Rate Loans and (ii)
      upon the expiration of any Interest Period applicable to outstanding Eurodollar
      Rate Loans, to continue all or any portion of such Eurodollar Rate Loans in
      an
      aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000
      in
      excess of that amount as Eurodollar Rate Loans.  The succeeding
      Interest Period(s) of such converted or continued Eurodollar Rate Loan shall
      commence on the date of conversion in the case of clause (i) above and on the last day of the Interest Period
      of
      the Eurodollar Rate Loans to be continued in the case of clause (ii) above.

     

    16

     

    The
      Company shall deliver a Notice of Conversion/Continuation to the Administrative
      Agent no later than 11:00 A.M. (New York City time) at least three Business
      Days
      in advance of the proposed conversion/continuation date.  A Notice of
      Conversion/Continuation shall specify (i) the proposed conversion/continuation
      date (which shall be a Business Day), (ii) the amount of the Syndicated Loan
      to
      be converted/continued, (iii) the nature of the proposed conversion/continuation
      and (iv) the requested Interest Period.

     

    Except
      as
      provided in Section 2.10(d) hereof, a Notice of
      Conversion/Continuation for conversion to, or continuation of, a Eurodollar
      Rate
      Loan shall be irrevocable on or after the related Interest Rate Determination
      Date, and the Company shall be bound to convert or continue in accordance
      therewith.

     

    (b)  Unless
      the Company shall have given the Administrative Agent (x) a timely Notice of
      Conversion/Continuation in accordance with the provisions of Section 2.03(a) hereof with respect to Eurodollar Rate
      Loans outstanding or (y) written notice of the Company’s intent to prepay
      Eurodollar Rate Loans, furnished not later than 11:00 A.M. (New York City time)
      on the fourth Business Day prior to the last day of the Interest Period with
      respect to such Eurodollar Rate Loans, the Company shall be deemed to have
      requested that such Eurodollar Rate Loans be continued for an additional
      Interest Period of one month.

     

    Section
      2.04.  Registry.  (a)  The
      Administrative Agent shall maintain a register (the “Register”)
      on which it will record the Commitment of each Bank, each Loan made by such
      Bank, and each repayment of any Loan made by such Bank.  Any such
      recordation by the Administrative Agent on the Register shall constitute
prima facie evidence thereof, absent manifest error.  Each
      Bank shall record on its internal records (including computerized systems)
      the
      foregoing information as to its own Commitment and Loans.  Failure to
      make any such recordation, or any error in such recordation, shall not affect
      the Company’s obligations hereunder.

     

    (b)  The
      Company hereby agrees that, upon the request of the Administrative Agent if
      so
      instructed by any Bank at any time, such Bank’s Loans shall be evidenced by a
      promissory note substantially in the form of Exhibit A hereto (a
“Note”).  The Note issued to each Bank pursuant to
      this Section 2.04(b) shall (i) be payable to
      the order of such Bank, (ii) be payable in the principal amount of the
      outstanding Loans evidenced thereby, (iii) provide that all Loans then
      outstanding shall be repaid on the date as provided herein, (iv) bear
      interest as provided in the appropriate clause of Section 2.06 hereof, (v) be entitled to the
      benefits of this Agreement, and (vi) have attached thereto a schedule (a
“Loans and Principal Payments Schedule”) substantially in the
      form of the Schedule to Exhibit A hereto.  At the time of the making
      of each Loan or principal payment in respect thereof, each Bank may, and is
      hereby authorized to, make a notation on the Loans and Principal Payments
      Schedule of the date and the amount of such Loan or payment, as the case may
      be.  Notwithstanding the foregoing, the failure to make a notation
      with respect to the making of any Loan, shall not limit or 

     

    17

     

    otherwise
      affect the obligation of the Company hereunder or under the applicable Note
      with
      respect to such Loan and payments of principal by the Company shall not be
      affected by the failure to make a notation thereof on the appropriate Loans
      and
      Principal Payments Schedule.

     

    Section
      2.05.  Pro
      Rata Borrowings.  The Syndicated Loans comprising each Borrowing
      under this Agreement shall be made by the Banks simultaneously and each Bank’s
      Syndicated Loan shall be equal to such Bank’s pro rata Share of such
      Borrowing.  It is understood that no Bank shall be responsible for any
      default by any other Bank in its obligation to make a Loan hereunder and that
      each Bank shall be obligated to make the Loans provided to be made by it
      hereunder subject to the terms hereof, regardless of the failure of any other
      Bank to fulfill its commitment to make Loans hereunder.  If, as a
      result of an error in the determination of any Bank’s pro rata Share of
      a Borrowing with respect to a Syndicated Loan, a Bank makes a Syndicated Loan
      in
      excess of its pro rata Share (an “Erroneous Loan”) the
      Company shall, upon the request of the Administrative Agent, repay a portion
      of
      such Syndicated Loan equal to such excess or, within two days of receiving
      written notice of such error, correct such error by effecting a Borrowing of
      Syndicated Loans having a comparable maturity to the then remaining maturity of
      the Erroneous Loan (a “Correcting Loan”) and allocating the
      Correcting Loan among the Banks such that, after such allocation, the sum of
      the
      principal amounts of the Erroneous Loan and the Correcting Loan held by each
      Bank shall represent such Bank’s pro rata Share of the sum of the
      aggregate principal amounts of the Erroneous Loans and the Correcting Loans
      held
      by all Banks; provided, however, that the Company may not
      incur Correcting Loans if, after giving effect to such Correcting Loans, the
      outstanding Syndicated Loans of any Bank shall exceed such Bank’s Commitment or
      if the aggregate principal amount of all Loans outstanding would exceed the
      Total Commitment then in effect.  Borrowings of Correcting Loans shall
      be subject to all of the terms and conditions of Borrowings
      hereunder.

     

    Section
      2.06.  Interest.  (a)
      Rate of Interest on Loans.

     

    (i)  The
      Company agrees to pay interest in respect of the unpaid principal amount of
      each
      Syndicated Loan made to it from and including the date made to but not including
      the date repaid.

     

    (A)  Each
      Eurodollar Rate Loan shall bear interest on the unpaid principal amount thereof
      for the applicable Interest Period at an interest rate per annum equal to the
      sum of the Eurodollar Margin plus the applicable Eurodollar Rate.

     

    (B)  Each
      Base
      Rate Loan shall bear interest on the unpaid principal thereof at an interest
      rate per annum equal to the applicable Base Rate.

     

    18

     

    (ii)  The
      Company agrees to pay interest in respect of the unpaid principal amount of
      each
      Competitive Bid Loan made to it from and including the date made to but not
      including the date repaid.

     

    (A)  Each
      Competitive Bid LIBOR Loan shall bear interest on the outstanding principal
      amount thereof, for the Interest Period applicable thereto, at a rate per annum
      equal to the sum of the Eurodollar Rate for such Interest Period plus (or minus)
      the Bid Margin quoted by the Bank making such Loan in accordance with Section 2.02(b).

     

    (B)  Each
      Competitive Bid Absolute Rate Loan shall bear interest on the outstanding
      principal amount thereof, for the Interest Period applicable thereto, at a
      rate
      per annum equal to the Absolute Rate quoted by the Bank making such Loan in
      accordance with Section 2.02(b).

     

    The
      Administrative Agent shall determine each interest rate applicable to the Loans
      hereunder in accordance with Section
      2.10(a).  The Administrative Agent shall give prompt notice to the
      Company and Banks of each rate of interest so determined, and its determination
      thereof shall be conclusive in the absence of manifest error.

     

    (b)  Interest
      Periods.  In connection with each Eurodollar Rate Loan and
      Competitive Bid Loan, the Company shall elect an interest period (each an
“Interest Period”) to be applicable to such Eurodollar Rate
      Loan or Competitive Bid Loan, as the case may be.  The Interest
      Period (i) with respect to each Eurodollar Rate Loan shall be either a one,
      two, three or six month period, (ii) with respect to each Competitive Bid LIBOR
      Loan shall be a whole number of months as specified by the Company in the Notice
      of Competitive Bid Borrowing and (iii) with respect to each Competitive Bid
      Absolute Rate Loan shall be such number of days (but not less than seven days)
      as specified by the Company in the Notice of Competitive Bid Borrowing;
provided that:

     

    (A)  the
      Interest Period for each Eurodollar Rate Loan and Competitive Bid Loan shall
      commence on the date of such Loan;

     

    (B)  if
      an
      Interest Period would otherwise expire on a day which is not a Business Day,
      such Interest Period shall expire on the next succeeding Business Day;
provided that if any Interest Period would otherwise expire on a day
      which is not a Business Day but is a day of the month after which no further
      Business Day occurs in such month, such Interest Period shall expire on the
      next
      preceding Business Day;

     

    (C)  any
      Interest Period which begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically 

     

    19

     

        corresponding
      day in the calendar month at the end of such Interest Period) shall end on
      the
      last Business Day of such ending calendar month;

     

    (D)  no
      Interest Period shall extend beyond the Termination Date; and

     

    (E)  there
      shall be no more than five Interest Periods outstanding at any
      time.

     

    (c)  Interest
      Payments.  Interest shall be payable on each (i) Syndicated Loan
      in arrears on each Interest Payment Date applicable to that Loan, and (ii)
      Competitive Bid Loan, at such times as agreed to by the Company and the Bank
      making such Competitive Bid Loan (which shall be the scheduled maturity date
      of
      such Loan if less than 180 days after the making of such Loan), and in each
      case
      upon any prepayment of that Loan (to the extent accrued on the amount being
      prepaid) and when due and payable (whether at maturity, by acceleration or
      otherwise).

     

    (d)  Computation
      of Interest.  Interest on Eurodollar Rate Loans shall be computed
      on the basis of a 360-day year and the actual number of days elapsed in the
      period during which it accrues and interest on Base Rate Loans shall be computed
      on the basis of a 365-day year and the actual number of days elapsed in the
      period during which it accrues.  Interest on a Competitive Bid Loan
      shall be computed on the basis set forth in the applicable Notice of Competitive
      Bid Borrowing.  In computing interest on any Loan, the date of the
      making of the Loan or, in the case of a Eurodollar Rate Loan, the first day
      of
      an Interest Period, as the case may be, shall be included and the date of
      payment or the expiration of an Interest Period, as the case may be, shall
      be
      excluded; provided that if a Loan is repaid on the same day on which it
      is made, one day’s interest shall be paid on that Loan.

     

    (e)  Post-Maturity
      Interest.  Any principal payments on the Loans not paid when due
      and, to the extent permitted by applicable law, any interest payment on the
      Loans not paid when due, in each case whether at stated maturity, by notice
      of
      prepayment, by acceleration or otherwise, shall thereafter bear interest payable
      upon demand at a rate per annum equal to the sum of 2% plus the higher of (i)
      the rate of interest applicable to such Loans or (ii) the rate of interest
      otherwise payable under this Agreement for Base Rate Loans.

     

    Section
      2.07.  Commissions
      and Fee.  (a) Facility Fees.

     

    (i)  The
      Company shall pay to the Administrative Agent for the account of the Banks
      a
      facility fee at the Facility Fee Rate accrued from and including the Effective
      Date to but not including the Termination Date on the daily average aggregate
      amount of the Commitments (whether used or unused).

     

     

    20

     

    (ii)  Such
      facility fees shall be computed on the basis of a year of 360 days and paid
      for
      the actual number of days elapsed.  Such facility fees shall be paid
      quarterly in arrears on each March 31, June 30, September 30 and December 31
      and
      upon the date of termination of the Commitments in their entirety (and, if
      later, the date the Loans shall be repaid in their entirety).  From
      the effective date of any termination or reduction of Commitments, such facility
      fees shall cease to accrue or be correspondingly reduced.  If the
      Commitments are terminated in their entirety or reduced, facility fees accrued
      on the total Commitments, or accrued on the aggregate amount of the reduction
      of
      the Commitments (in the case of such a reduction), shall be payable on the
      effective date of such termination or reduction.

     

    (b)  Time
      of Payment.  The Company shall make payment of each Bank’s
      facility fees hereunder, not later than Noon (New York City time) on the date
      when due in Dollars and in immediately available funds, to the Administrative
      Agent at its New York Office.  Upon receipt of any amount representing
      facility fees paid pursuant to this Section 2.07,
      the Administrative Agent shall pay such amount to the Banks based upon their
      respective pro rata Shares.

     

    Section
      2.08.  Reductions
      in Commitments; Repayments and Payments.  (a) Reductions of
      Total Commitment.  After the Effective Date, the Company shall
      have the right, upon at least three Business Days’ prior irrevocable written
      notice to the Administrative Agent, who will promptly notify the Banks thereof,
      by telephone confirmed in writing, without premium or penalty, to reduce or
      terminate the Total Commitment, in whole at any time or in part from time to
      time, in minimum aggregate amounts of $10,000,000 (unless the Total Commitment
      at such time is less than $10,000,000, in which case, in an amount equal to
      the
      Total Commitment at such time) and, if such reduction is greater
      than  $10,000,000, in integral multiples of $5,000,000 in excess of
      such amount, provided that (a) any such reduction of the Total
      Commitment shall apply to the Commitment of each Bank in accordance with its
      pro rata Share of the aggregate of such reduction, (b) any such
      reduction in the Total Commitment shall be permanent and (c) after giving effect
      to any such reduction, the Total Commitment shall equal or exceed the Total
      Outstanding Amount.

     

    (b)  Voluntary
      Prepayments.

     

    (i)  Subject,
      in the case of any Eurodollar Rate Loan, to Section
      2.10(e), the Company shall have the right to prepay any Syndicated Loan in
      whole at any time or in part from time to time without premium or penalty in
      an
      aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000
      in
      excess of that amount or, if less, the outstanding principal amount of such
      Loan.  The Company shall give notice (by telex or telecopier, or by
      telephone (confirmed in writing promptly thereafter)) (which shall be
      irrevocable) to the Administrative 

     

     

    21

     

    Agent
      and
      each Bank of each proposed prepayment hereunder, (x) with respect to Base
      Rate Loans, not later than 10:30 A.M. on the Business Day preceding the day
      of
      the proposed repayment and (y) with respect to Eurodollar Rate Loans, at
      least four Business Days prior to the day of the proposed prepayment, and in
      each case shall specify the proposed prepayment date (which shall be a Business
      Day), the aggregate principal amount of the proposed prepayment and what Loans
      are to be prepaid.

     

    (ii)  The
      Company may not prepay all or any portion of the principal amount of any
      Competitive Bid Loan prior to the maturity thereof.

     

    (c)  Mandatory
      Repayments and Commitment Reductions.

     

    (i)  Upon
      consummation of any Reduction Event, the Company shall notify the Administrative
      Agent as promptly as practicable thereof and of the Net Proceeds in connection
      therewith.  The Commitments shall automatically, without further
      action by any party hereto, be reduced effective on the date of receipt by
      the
      Administrative Agent of such notice by an amount equal to the largest multiple
      of $1,000,000 that does not exceed the amount of the related Net
      Proceeds.  If the Total Outstanding Amount after giving effect to any
      such reduction exceeds the Total Commitment, the Company shall immediately
      prepay to the Administrative Agent the amount equal to the difference between
      the Total Outstanding Amount and the Total Commitment.

     

    (ii)  The
      Company shall repay to the relevant Bank (which shall promptly furnish notice
      thereof to the Administrative Agent) the unpaid principal amount of each
      Competitive Bid Loan made by such Bank hereunder on the maturity date with
      respect thereto and shall repay to the Administrative Agent the unpaid principal
      amount of each Syndicated Loan on the Termination Date, in each case, together
      with all accrued and unpaid interest thereon.  Upon obtaining
      knowledge of an Event of Default, a Potential Event of Default, or any other
      default with respect to a Competitive Bid Loan, the Bank which made such
      Competitive Bid Loan shall notify the Administrative Agent thereof.

     

    (d)  Interest
      on Principal Amounts Prepaid.  All prepayments under this Section 2.08 shall be made together with accrued and
      unpaid interest to the date of such prepayment on the principal amount prepaid
      and any other amounts payable pursuant to Section
      2.10(e) of this Agreement.

     

    (e)  Method
      and Place of Payment. Except as otherwise specifically provided herein, all
      payments to be made by the Company on account of principal and interest on
      each
      Loan shall be made without setoff or counterclaim by causing funds in an amount
      equal to each such payment  to be credited to the Account of the
      Administrative Agent, in the case of a Syndicated Loan for the ratable account
      

     

     

    22

     

    of
      each
      Bank, and to the Account of the relevant Bank, in the case of a Competitive
      Bid
      Loan, in each case not later than 12:00 Noon (local time in the city in which
      the relevant Account is located) on the date when due and shall be made in
      Dollars in same day funds.  Whenever any payment with respect to any
      Loan shall be due on a day which is not a Business Day, the due date thereof
      shall be extended to the next succeeding Business Day and, with respect to
      payments of principal, interest shall be payable at the applicable rate during
      such extension; provided, however, that with respect to
      Eurodollar Rate Loans and Competitive Bid LIBOR Loans, if the next succeeding
      Business Day falls in another calendar month, such payments shall be made on
      the
      next preceding Business Day.  The Administrative Agent shall remit to
      each Bank its pro rata Share of all such payments received in collected
      funds by the Administrative Agent for the account of such Bank in respect of
      which such payment is made.  Such payments shall be made to the
      Account of each Bank.  Upon receipt of any principal payment with
      respect to a Competitive Bid Loan, the receiving Bank shall promptly (and in
      any
      event within one Business Day thereof) notify the Administrative Agent with
      respect thereto.

     

    (f)  Net
      Payments.

     

    (i)  All
      payments by the Company under this Agreement shall be made without setoff or
      counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise
      agreed to between the Company and the Bank making any such Competitive Bid
      Loan), in such amounts as may be necessary in order that all such payments
      (after deduction or withholding for or on account of any present or future
      taxes, levies, imposts, duties or other charges of whatsoever nature imposed
      by
      any Governmental Authority, other than any tax on or measured by the net income
      of a Bank pursuant to the income tax laws of the United States or of the
      jurisdictions where such Bank’s principal or Applicable Lending Office is
      located (collectively, “Taxes”)) shall not be less than the
      amounts otherwise specified to be paid under this Agreement.  If the
      Company is required by law to make any deduction or withholding from any payment
      due hereunder, then the amount payable will be increased to such amount which,
      after deduction from such increased amount of all amounts required to be
      deducted or withheld therefrom, will not be less than the amount otherwise
      due
      and payable.  Without prejudice to the foregoing, if any Bank or the
      Administrative Agent is required to make any payment on account of Taxes, the
      Company will, upon notification by the Bank or the Administrative Agent promptly
      indemnify such person against such Taxes, together with any interest, penalties
      and expenses payable or incurred in connection therewith.  The Company
      shall also reimburse each Bank, upon the written request of such Bank, for
      taxes
      imposed on or measured by the net income of such Bank pursuant to the laws
      of
      the United States of America, any State or political subdivision thereof, or
      the
      jurisdiction in which the principal office or lending office 

     

    23

     

    of
      such
      Bank is located or under the laws of any political subdivision or taxing
      authority of any such jurisdiction as such Bank shall determine are payable
      by
      such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to
Article 2.  For purposes of this Section, the
      term “Taxes” includes interest, penalties and expenses payable or incurred in
      connection therewith.  A certificate as to any additional amounts
      payable to a Bank under this Section 2.08(f)
      submitted to the Company by such Bank shall, absent manifest error, be final,
      conclusive and binding for all purposes upon all parties hereto.  With
      respect to each deduction or withholding for or on account of any Taxes, the
      Company shall promptly furnish to each Bank such certificates, receipts and
      other documents as may be required (in the judgment of such Bank) to establish
      any tax credit to which such Bank may be entitled.

     

    (ii)  Each
      Bank
      shall supply to the Company, within a reasonable period after the date of
      execution of this Agreement, executed copies of Internal Revenue Service Form
      W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to
      receive interest exempt from United States withholding tax) or any successor
      Forms, and shall update such Forms as necessary in order to retain their
      effectiveness, to the extent each such Bank is legally entitled to execute
      and
      deliver either of such Forms.

     

    (iii)  With
      respect to any Taxes which are paid by the Company in accordance with the
      provisions of this Section 2.08(f), each Bank
      receiving the benefits of such payments of Taxes hereby agrees to pay to the
      Company any amounts refunded to such Bank which such Bank determines in its
      sole
      discretion to be a refund in respect of such Taxes.

     

    (g)  Order
      of Payment.  Subject to the last sentence of this Section 2.08(g), all payments made by the Company to
      the Administrative Agent (other than payments to the Administrative Agent in
      its
      capacity as a Bank which has made Competitive Bid Loans and or in connection
      with any fee or indemnification payments not specifically designated under
      the
      terms of this Agreement as being for the benefit of the Banks) shall be applied
      by the Administrative Agent, on behalf of each Bank based on its pro
      rata Share, (i)  first, to the payment of expenses referred to in
      Section 10.02 hereof, (ii) second, to the payment of the fees referred to
      in Section 2.07 hereof, (iii) third, to the
      payment of accrued and unpaid interest on such Bank’s Base Rate Loans until all
      such accrued interest has been paid, (iv) fourth, to the payment of accrued
      and unpaid interest on such Bank’s Eurodollar Rate Loans until all such accrued
      interest has been paid, (v) fifth, to the payment of the unpaid principal
      amount of such Bank’s Base Rate Loans, and (vi) sixth, to the payment of
      the unpaid principal amount of such Bank’s Eurodollar Rate
      Loans.  Notwithstanding the foregoing, upon the occurrence and during
      the continuance of a Potential Event of Default or an Event of Default, all
      payments made by the Company with respect to Loans shall be made to the
      Administrative Agent and after being applied in

     

    24

     

     accordance
      with clauses (i) and (ii) of this Section
      2.08(g), shall be paid to the Banks pro rata based upon the
      aggregate principal amount of Loans outstanding made by each Bank, and the
      payments allocable to Syndicated Loans shall then be applied in accordance
      with
      clauses (iii), (iv) and
(v)
      of this Section
      2.08(g).

     

    Section
      2.09.  Use
      of Proceeds.  The proceeds of the Loans made by the Banks to the
      Company may be used for acquisitions, repurchases of capital stock of the
      Company, the funding of dividends payable to shareholders of the Company and
      for
      general corporate purposes of the Company.

     

    Section
      2.10.  Special
      Provisions Governing Eurodollar Rate Loans and/or Competitive Bid
      Loans.  Notwithstanding any other provisions of this Agreement,
      the following provisions shall govern with respect  to Eurodollar Rate
      Loans and Competitive Bid Loans as to the matters covered, unless, in the case
      of Competitive Bid Loans, otherwise agreed to between the Company and the Bank
      making any such Competitive Bid Loan:

     

    (a)  Determination
      of Interest Rate.  As soon as practicable after 10:00 A.M. (New
      York City time) on an Interest Rate Determination Date, the Administrative
      Agent
      shall determine (which determination shall, absent manifest error, be final,
      conclusive and binding upon all parties) the interest rate which shall apply
      to
      the Eurodollar Rate Loans and the Competitive Bid LIBOR Loans for which an
      interest rate is then being determined for the applicable Interest Period and
      shall promptly give notice thereof (in writing or by telephone confirmed in
      writing) to the Company and to each Bank.

     

    (b)  Substituted
      Rate of Borrowing. In the event that on any Interest Rate Determination
      Date any Bank (including the Administrative Agent) shall have determined (which
      determination shall be final and conclusive and binding upon all parties but,
      with respect to the following clauses (i) and (ii)(b), shall be made
      only after consultation with the
      Company and the Administrative Agent) that:

     

    (i)  by
      reason
      of any changes arising after the date of this Agreement affecting the Eurodollar
      market or affecting the position of that Bank in such market, adequate and
      fair
      means do not exist for ascertaining the applicable interest rate by reference
      to
      the Eurodollar Rate with respect to the Eurodollar Rate Loans or Competitive
      Bid
      LIBOR Loans as to which an interest rate determination is then being made;
      or

     

    (ii)  by
      reason
      of (a) any change (including any changes proposed or published prior to the
      date
      hereof) after the date hereof in any applicable law or any governmental rule,
      regulation or 

     

    25

     

    order
      (or
      any interpretation or administration thereof and including the introduction
      of
      any new law or governmental rule, regulation or order (including any thereof
      proposed or published, prior to the date hereof)) or (b) other circumstances
      affecting that Bank or the Eurodollar market or the position of that Bank in
      such market (such as, for example, but not limited to, official reserve
      requirements required by Regulation D to the extent not compensated pursuant
      to
Section 2.12), the Eurodollar Rate shall not
      represent the effective pricing to that Bank for deposits in the applicable
      currency of comparable amounts for the relevant period;

     

    then,
      and
      in any such event, that Bank shall be an Affected Bank and it shall promptly
      (and in any event as soon as possible after being notified of a Borrowing)
      give
      notice (by telephone confirmed in writing) to the Company and the Administrative
      Agent (which notice the Administrative Agent shall promptly transmit to each
      other Bank) of such determination.  Thereafter, the Company shall pay
      to the Affected Bank with respect to such Eurodollar Rate Loans or Competitive
      Bid LIBOR Loans, upon written demand therefor, but only if such demand is made
      within 30 days of the end of the Interest Period for such Interest Rate
      Determination Date, such additional amounts (in the form of an increased rate
      of, or a different method of calculating, interest or otherwise as the Affected
      Bank in its sole discretion shall reasonably determine) as shall be required
      to
      cause the Affected Bank to receive interest with respect to such Affected Bank’s
      Eurodollar Rate Loans or Competitive Bid LIBOR Loans for the Interest Period
      following that Interest Rate Determination Date (such Interest Period being
      an
“Affected Interest Period”) at a rate per annum equal
      to the Eurodollar Margin or Bid Margin  in excess of the effective
      pricing to the Affected Bank for deposits in the applicable currency to make
      or
      maintain Eurodollar Rate Loans or Competitive Bid LIBOR Loans, as the case
      may
      be.  A certificate as to additional amounts owed the Affected Bank,
      showing in reasonable detail the basis for the calculation thereof, submitted
      in
      good faith to the Company and the Administrative Agent by the Affected Bank
      shall, absent manifest error, be final, conclusive and binding for all
      purposes.

     

    (c)  Required
      Termination and Prepayment.  In the event that on any date any
      Bank shall have reasonably determined (which determination shall be final and
      conclusive and binding upon all parties) that the making or continuation of
      its
      Eurodollar Rate Loans (i) has become unlawful by, or would be inconsistent
      with,
      compliance by that Bank in good faith with any law, governmental rule,
      regulation or order (whether or not having the force of law and whether or
      not
      failure to comply therewith would be unlawful), or (ii) has become impracticable
      as a result of a contingency occurring after the date of this Agreement which
      materially and adversely affects the Eurodollar market for such currency, then,
      and in any such event, that Bank shall be an Affected Bank and it shall promptly
      give notice (by telephone confirmed in writing) to the Company and the
      Administrative Agent (which notice the Administrative Agent shall promptly
      transmit to each Bank) of that determination.  Subject to the prior
      withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurodollar
      Rate Loans of 

     

    26

     

    the
      Affected Bank as contemplated by the following Section
      2.10(d) hereof, the obligation of the Affected Bank to make Eurodollar Rate
      Loans during any such period shall be terminated at the earlier of the
      termination of the Interest Period then in effect or when required by law and
      the Company shall no later than the termination of the Interest Period in effect
      at the time any such determination pursuant to this Section 2.10(c) is made or earlier, when required by
      law, repay Eurodollar Rate Loans of the Affected Bank together with all interest
      accrued thereon.

     

    (d)  Options
      of the Company.  In lieu of paying an Affected Bank such
      additional moneys as are required by Section
      2.10(b), 2.10(i), 2.11 or 2.12
      hereof or the
      prepayment of an Affected Bank required by Section
      2.10(c), hereof but in no event in derogation of Section 2.10(e) hereof, the Company may exercise any
      one of the following options:

     

    (i)  If
      the
      determination by an Affected Bank relates only to Eurodollar Rate Loans then
      being requested by the Company pursuant to a Notice of Syndicated Borrowing
      or a
      Notice of Conversion/Continuation, the Company may by giving notice (by
      telephone confirmed in writing) to the Administrative Agent (who shall promptly
      give similar notice to each Bank) no later than the date immediately prior
      to
      the date on which such Eurodollar Rate Loans are to be made, continued or
      converted withdraw as to the Affected Bank that Notice of Syndicated Borrowing
      or Notice of Conversion/Continuation, as the case may be; or

     

    (ii)  If
      the
      determination by an Affected Bank relates only to Competitive Bid LIBOR Loans
      then being requested by the Company pursuant to a Notice of Competitive Bid
      Borrowing, the Company may by giving notice (by telephone confirmed in writing)
      to the Administrative Agent (who shall promptly give similar notice to each
      Bank) no later than the date immediately prior to the date on which such
      Competitive Bid LIBOR Loans are to be made, withdraw as to the Affected Bank
      that Notice of Competitive Bid Borrowing;

     

    (iii)  Upon
      written notice to the Administrative Agent and each Bank, the Company may
      terminate the obligations of the Banks to make Loans as, and to convert Loans
      into, Eurodollar Rate Loans and in such event, the Company shall, prior to
      the
      time any payment pursuant to Section 2.10(c) hereof
      is required to be made or, if the provisions of Section
      2.10(d) hereof are applicable, at the end of the then
      current  Interest Period, convert all of such Eurodollar Rate Loans
      into Base Rate Loans; or

     

    (iv)  The
      Company may give notice (by telephone confirmed in writing) to the Affected
      Bank
      and the Administrative Agent (who shall promptly give similar notice to each
      Bank) and require the Affected Bank to make the Eurodollar Rate Loan or
      Competitive Bid LIBOR Loan then

     

     

    27

     

    being
      requested (if denominated in Dollars) as a Base Rate Loan or to continue to
      maintain its outstanding Base Rate Loan then the subject of a Notice of
      Conversion/Continuation as a Base Rate Loan or to convert its Eurodollar Rate
      Loan then outstanding that is so affected (if denominated in Dollars) into
      a
      Base Rate Loan at the end of the then current Interest Period (or at such
      earlier time as prepayment is otherwise required to be made pursuant to Section 2.10(c) hereof), that notice to pertain only to
      the Loans of the Affected Bank and to have no effect on the obligations of
      the
      other Banks to make or maintain Eurodollar Rate Loans or to convert Base Rate
      Loans into Eurodollar Rate Loans.

     

    (e)  Compensation.  The
      Company shall compensate each Bank, upon written request by that Bank (which
      request shall set forth in reasonable detail the basis for requesting such
      amounts), for all reasonable losses, expenses and liabilities (including,
      without limitation, any interest paid by that Bank to lenders of funds borrowed
      by it to make or carry its Eurodollar Rate Loans and Competitive Bid Loans
      and
      any loss (other than loss of margins) sustained by that Bank in connection
      with
      the re-employment of such funds), which that Bank may sustain with respect
      to
      any Eurodollar Rate Loans or Competitive Bid Loans if for any reason (other
      than
      a default or error by that Bank) (i) a borrowing of any Eurodollar Rate Loan
      or
      Competitive Bid Loan does not occur on a date specified therefor in a Notice
      of
      Borrowing or Notice of Conversion/Continuation or a telephonic request for
      borrowing, (ii) any repayment or conversion of any of such Bank’s Eurodollar
      Rate Loans or Competitive Bid Loans occurs on a date which is not the last
      day
      of the Interest Period applicable to that Eurodollar Rate Loan or Competitive
      Bid Loan (if applicable), (iii) any repayment of any such Bank’s Eurodollar Rate
      Loans or Competitive Bid Loans is not made on any date specified in a notice
      of
      repayment given by the Company, or (iv) as a consequence of any other failure
      by
      the Company to repay such Bank’s Eurodollar  Rate Loans or Competitive
      Bid Loans when required by the terms of this Agreement.

     

    (f)  Quotation
      of Eurodollar Rate.  Anything herein to the contrary
      notwithstanding, if on any Interest Rate Determination Date no Eurodollar Rate
      is available by reason of the failure or inability of all Reference Banks to
      provide offered quotations to the Administrative Agent in accordance with the
      definition of “Eurodollar Rate”, the Administrative Agent shall
      give the Company and each Bank prompt notice thereof and the Syndicated Loans
      requested shall be made as Base Rate Loans.

     

    (g)  Affected
      Bank’s Obligation to Mitigate.  Each Bank agrees that, as
      promptly as practicable after it becomes aware of the occurrence of an event
      or
      the existence of a condition that would cause it to be an Affected Bank under
Section 2.10(b) or 2.10(c)
      hereof, it will, to the extent not inconsistent with such Bank’s internal
      policies, use reasonable efforts to make, fund or maintain the affected Loans
      of
      such Bank through another Applicable Lending Office if as a result thereof
      the
      additional moneys which would otherwise be required to be paid 

     

    28

     

    in
      respect of such Loans pursuant to Section 2.10(b)
      hereof would be materially reduced or the illegality or other adverse
      circumstances which would otherwise require prepayment of such Loans pursuant
      to
Section 2.10(c) hereof would cease to exist and if,
      as determined by such Bank, in its sole discretion, the making, funding or
      maintaining of such Loans through such other Applicable Lending Office would
      not
      otherwise materially adversely affect such Loans or such Bank.  The
      Company hereby agrees to pay all reasonable expenses incurred by any Bank in
      utilizing another Applicable Lending Office pursuant to this Section 2.08(g).

     

    (h)  Booking
      of Loans.  Each Loan shall be booked by the Bank making such Loan
      at, to, or for the account of, its Applicable Lending Office for such
      Loan.

     

    (i)  Increased
      Costs.  Except as provided in Section
      2.10(b), if, by reason of (x) after the date hereof, the introduction
      of or any change (including, without limitation, any change by way of imposition
      or increase of reserve requirements) in or in the interpretation of any law
      or
      regulation (whether or not proposed or published  prior to the date
      hereof), or (y) the compliance with any guideline or request from any
      central bank or other Governmental Authority or quasi governmental authority
      exercising control over banks or financial institutions generally (whether
      or
      not having the force of law):

     

    (i)  any
      Bank
      (or its Applicable Lending Office) shall be subject to any tax, duty or other
      charge with respect to its Eurodollar Rate Loans or Competitive Bid Loans or
      its
      obligation to make Eurodollar Rate Loans or Competitive Bid Loans, or shall
      change the basis of taxation of payments to any Bank of the principal of or
      interest on its Eurodollar Rate Loans or Competitive Bid Loans or its obligation
      to make Eurodollar Rate Loans or Competitive Bid Loans (except for changes
      in
      the rate of tax on the overall net income of such Bank or its Applicable Lending
      Office imposed by the jurisdiction in which such Bank’s principal executive
      office or Applicable Lending Office is located); or

     

    (ii)  any
      reserve (including, without limitation, any imposed by the Board), special
      deposit or similar requirement against assets of, deposits with or for the
      account of, or credit (including letters of credit and participations therein)
      extended by, any Bank’s Applicable Lending Office shall be imposed or deemed
      applicable or any other condition affecting its Eurodollar Rate Loans or
      Competitive Bid Loans or its obligation to make Eurodollar Rate Loans or
      Competitive Bid Loans shall be imposed on any Bank or its Applicable Lending
      Office or the interbank Eurodollar market;

     

    and
      as a
      result thereof there shall be any increase in the cost to that Bank
      of
      agreeing to make or making, funding or maintaining Eurodollar Rate Loans or
      Competitive Bid Loans (except to the extent such Bank is entitled to
      compensation therefor during the relevant Interest Period pursuant to Section 2.12), or there shall be a reduction in the
      amount received or receivable by that

     

    29

     

    Bank
      or
      its Applicable Lending Office, then the Company shall from time to time, upon
      written notice from and demand by that Bank (which shall be promptly furnished
      upon the Bank’s being made subject thereto) (with a copy of such notice and
      demand to the Administrative Agent), pay to the Administrative Agent for the
      account of that Bank, within five Business Days after the date specified in
      such
      notice and demand, additional amounts sufficient to indemnify that Bank against
      such increased cost.  A certificate as to the basis for and
      calculation of the amount of such increased cost, submitted to the Company
      and
      the Administrative Agent by that Bank, shall, absent manifest error, be final,
      conclusive and binding for all purposes.

     

    (j)  Assumption
      Concerning Funding of Eurodollar Rate Loans.  Calculation of all
      amounts payable to a Bank under this Section 2.10 in
      respect of a Eurodollar Rate Loan shall be made as though that Bank had actually
      funded its Eurodollar Rate Loan through the purchase of a Eurodollar deposit,
      bearing interest at the Eurodollar Rate applicable to such Eurodollar Rate
      Loan
      in an amount equal to the amount of the Eurodollar Rate Loan and having a
      maturity comparable to the relevant Interest Period and through the transfer
      of
      such Eurodollar deposit, from an offshore office of that Bank to a domestic
      office of that Bank in the United States of America; provided,
however, that each Bank may fund each of its Eurodollar Rate Loans
      in
      any manner it sees fit and the foregoing assumption shall be utilized only
      for
      the calculations of amounts payable under this Section
      2.10.

     

    (k)  Eurodollar
      Rate Loans and Competitive Bid Loans After Default.  Unless the
      Required Banks shall otherwise agree, after the occurrence of and during the
      continuance of a Potential Event of Default or an Event of Default, the Company
      may not elect to have a Eurodollar Rate Loan or Competitive Bid Loan be made
      or
      have any Eurodollar Rate Loan continued or have any Base Rate Loan converted
      into a Eurodollar Rate Loan.

     

    (l)  Eurodollar
      Rate Taxes.  The Company agrees that:

     

    (i)  Promptly
      upon notice from any Bank to the Company, the Company will pay, prior to the
      date on which penalties attach thereto, all present and future income, stamp
      and
      other taxes, levies, or costs and charges whatsoever imposed, assessed, levied
      or collected on or in respect of any Eurodollar Rate Loans or Competitive Bid
      LIBOR Loans solely as a result of the interest rate being determined by
      reference to the Eurodollar Rate, as the case may be, and/or the provisions
      of
      this Agreement relating to the Eurodollar Rate and/or the recording,
      registration, notarization or other formalization of any thereof  (all
      such taxes, levies, costs and charges being herein collectively called
“Eurodollar Rate Taxes”); provided that Eurodollar
      Rate Taxes shall not include taxes imposed on or measured by the overall net
      income of that Bank by the country under the laws of which such Bank is
      organized or any political subdivision or taxing authority thereof or therein,
      or taxes imposed on or measured by the 

     

    30

     

    overall
      income of any branch or subsidiary of that Bank (whether gross or net income)
      by
      any jurisdiction or subdivision thereof in which that branch or subsidiary
      is
      doing business.  The Company shall also pay such additional amounts
      equal to increases in taxes payable by that Bank which increases are
      attributable to payments made by the Company described in the immediately
      preceding sentence or this sentence.  Promptly after the date on which
      payment of any such Eurodollar Rate Tax is due pursuant to applicable law,
      the
      Company will, at the request of that Bank, furnish to that Bank evidence, in
      form and substance satisfactory to that Bank, that the Company has met its
      obligation under this Section 2.10(l);
      and

     

    (ii)  The
      Company will indemnify each Bank against, and reimburse each Bank on demand
      for,
      any Eurodollar Rate Taxes payable under clause (i)
      above, as the case may be, as determined by that Bank in its good faith
      discretion.  That Bank shall provide the Company with appropriate
      receipts for any payments or reimbursements made by the Company pursuant to
      this
      clause (ii).

     

    Section
      2.11.  Capital
      Requirements.  If while any portion of the Total Commitment is in
      effect or any Loans are outstanding, any Bank determines that the adoption
      of
      any law, treaty, rule, regulation, guideline or order regarding capital adequacy
      or capital maintenance or any change therein, or any change in the
      interpretation or administration thereof by any Governmental Authority, central
      bank or comparable agency charged with the interpretation or administration
      thereof, or compliance by such Bank, with any request or directive regarding
      capital adequacy or capital maintenance (whether or not having the force of
      law
      and whether or not the failure to comply therewith would be unlawful) of any
      such Governmental Authority, central bank or comparable  agency, has
      or would have the effect of increasing the amount of capital required to be
      maintained by such Bank (including, without limitation, with respect to any
      Bank’s Commitment or Competitive Bid Loans outstanding), then the Company shall
      from time to time, within 15 days of written notice and demand from such Bank
      (with a copy to the Administrative Agent), pay to the Administrative Agent,
      for
      the account of such Bank, additional amounts sufficient to compensate such
      Bank
      for the cost of such additional required capital.  A certificate
      showing in reasonable detail the computations made in arriving at such cost,
      submitted to the Company and the Administrative Agent by such Bank shall, absent
      manifest error, be final, conclusive and binding for all purposes.

     

    Section
      2.12.  Regulation
      D Compensation.  If and so long as a reserve requirement of the
      type described in the definition of “Eurodollar Reserve Percentage” is
      prescribed by the Board of Governors of the Federal Reserve System (or any
      successor), each Bank subject to such requirement may require the Company to
      pay, contemporaneously with each payment of interest on each of such Bank’s
      Eurodollar Loans additional interest on such Eurodollar Loan at a rate per
      annum
      determined by such Bank up to but not exceeding the excess of (i) (A) the
      applicable Eurodollar Rate divided by (B) one minus the Eurodollar


     

    31

     

     

    Reserve
      Percentage over (ii) the applicable Eurodollar Rate. Any Bank wishing to require
      payment of such additional interest (x) shall so notify the Company and the
      Administrative Agent, in which case such additional interest on the Eurodollar
      Loans of such Bank shall be payable to such Bank at the place indicated in
      such
      notice with respect to each Interest Period commencing at least three Business
      Days after such Bank gives such notice and (y) shall notify the Company at
      least five Business Days before each date on which interest is payable on the
      Eurodollar Loans of the amount then due it under this Section.

     

     

    ARTICLE
      3  

    CONDITIONS
      TO LOANS

     

    Section
      3.01.  Conditions
      to Initial Loans.  The obligation of each Bank to make the
      Initial Loans is, in addition to the conditions precedent specified in Section 3.02, subject to satisfaction of each of the
      following conditions:

     

    (a)  On
      or
      before the Effective Date, the Company shall have delivered to the Banks (or
      to
      the Administrative Agent with sufficient copies, originally executed where
      appropriate, for each Bank) each, unless otherwise noted, dated the Effective
      Date:

     

    (i)  Certified
      copies of its Certificate of Incorporation, together with a good standing
      certificate from the Secretary of State of the jurisdiction of its
      incorporation, each to be dated a recent date prior to the Effective
      Date;

     

    (ii)  Copies
      of
      its Bylaws, certified as of the Effective Date by its corporate secretary or
      an
      assistant secretary;

     

    (iii)  Resolutions
      of its Board of Directors, directly or indirectly, approving and authorizing
      the
      execution, delivery and performance of this Agreement and any other documents,
      instruments and certificates required to be executed by the Company in
      connection herewith and, directly or indirectly, approving and authorizing
      the
      incurrence of the Loans, each certified as of the Effective Date by its
      corporate secretary or an assistant secretary as being in full force and effect
      without modification or amendment;

     

    (iv)  Signature
      and incumbency certificates with respect to the Persons executing this
      Agreement;

     

    (v)  Executed
      copies of this Agreement; and

     

    (vi)  Such
      other documents as the Administrative Agent may reasonably request.

     

     

    32

     

    (b)  The
      Administrative Agent shall have received an originally executed copy of the
      favorable written opinion of Nancy K. Cassidy, Esq., Senior Associate General
      Counsel of the Company, dated as of the Effective Date, substantially in the
      form of Exhibit B annexed hereto; the Company hereby expressly instructs such
      counsel to prepare such opinion and deliver it to the Banks for their benefit
      and such opinion shall contain a statement to that effect.

     

    (c)  The
      Administrative Agent shall have received an originally executed copy of the
      favorable written opinion of Davis Polk & Wardwell, special counsel to the
      Agents, dated as of the Effective Date, substantially in the form of Exhibit
      C
      annexed hereto.

     

    (d)  A
      majority of the outstanding shares of United Industrial Corporation on a fully
      diluted basis shall have been validly tendered and not withdrawn in accordance
      with the terms of the Offer, and the Company shall have caused the tender of
      such shares to have been accepted substantially simultaneously with the funding
      of the Initial Loans hereunder.

     

    The
      Administrative Agent shall promptly notify the Company, the Banks and the
      Administrative Agent of the satisfaction of the conditions set forth in this
Section 3.01, and such notice shall be conclusive and
      binding on all parties hereto.

     

    Section
      3.02.  Conditions
      to All Loans.  The obligation of each Bank to make any Loans
      pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction
      or waiver by the Required Banks in the case of Syndicated Loans, and the Bank
      making the relevant Loan in the case of Competitive Bid Loans, of the following
      further conditions precedent:

     

    (a)  With
      respect to any such Loan, the Administrative Agent shall have received, before
      the Funding Date thereof, an originally executed Notice of Borrowing signed
      by
      any of the chief executive officer, the chief financial officer, the treasurer
      or any assistant treasurer of the Company (the furnishing by the Company of
      each
      such Notice of Borrowing shall be deemed to constitute a representation and
      warranty of the Company that each of the conditions set forth in Section 3.02(b) hereof will be satisfied on the related
      Funding Date;

     

    (b)  As
      of the
      Funding Date of such Loan:

     

    (i)  With
      respect to such Loan, the representations and warranties contained herein shall
      be true, correct and complete in all material respects on and as of that Funding
      Date to the same extent as though made on and as of that date, except that
      the
      representations and warranties need not be true and correct to the extent that
      changes in the facts and conditions on which such 

     

     

    33

     

    representations
      and warranties are based are required or permitted under this Agreement, except
      that the representations and warranties set forth in Section 4.04 shall not apply, and except that the
      representations and warranties set forth in Section
      4.05 shall not apply to Competitive Bid Loans which do not increase the
      aggregate principal amount of such Competitive Bid Loans then outstanding with
      Banks making the same;

     

    (ii)  No
      event
      shall have occurred and be continuing or would result from the consummation
      of
      the Loans on such Funding Date and the use of the proceeds thereof which would
      constitute (a) an Event of Default or (b) a Potential Event of
      Default;

     

    (iii)  The
      Company shall have performed in all material respects all agreements and
      satisfied in all material respects all conditions which this Agreement provides
      shall be performed by it on or before such Funding Date;

     

    (iv)  No
      order,
      judgment or decree of any court, arbitrator or governmental authority shall
      purport to enjoin or restrain that Bank from making that Loan; and

     

    (v)  The
      making of the Loans requested on such Funding Date shall not violate Regulation
      T, Regulation U or Regulation X of the Board or any other regulation of the
      Board or the Exchange Act.

     

    ARTICLE
      4 

    REPRESENTATIONS
      AND WARRANTIES 

     

         In
      order to induce the Banks to enter
      into this Agreement and to make the Loans, the Company represents and warrants
      to each Bank as of the Effective Date that the following statements are true,
      correct and complete:

     

    Section
      4.0.1  Organization,
      Powers and Good Standing.  (a) Organization and
      Powers.  The Company is a corporation duly organized, validly
      existing and in good standing under the laws of its jurisdiction of
      incorporation.  The Company has all requisite corporate power and
      authority (i) to own and operate its properties and to carry on its business
      as
      now conducted and proposed to be conducted, except where the lack of corporate
      power and authority would not have a Material Adverse Effect and (ii) to enter
      into this Agreement and to carry out the transactions contemplated
      hereby.

     

    (b)  Good
      Standing.  The Company is in good standing wherever necessary to
      carry on its present business and operations, except in jurisdictions in


     

    34

     

     

    which
      the
      failure to be in good standing would not have a Material Adverse
      Effect.

     

    Section
      4.02.  Authorization
      of Borrowing, (a) Authorization of Borrowing.  The
      execution, delivery and performance of this Agreement and the borrowing of
      the
      Loans, have been duly authorized by all necessary corporate action by the
      Company.

     

    (b)  No
      Conflict.  The execution, delivery and performance by the Company
      of this Agreement and any Notes and the borrowing of the Loans do not and will
      not (i) violate any provision of law applicable to the Company or any of its
      Subsidiaries, (ii) violate the Certificate of Incorporation or Bylaws of the
      Company or any of its Subsidiaries, (iii) violate any order, judgment or decree
      of any court or other Governmental Authority binding on the Company or any
      of
      its Subsidiaries, (iv) conflict with, result in a breach of or constitute (with
      due notice or lapse of time or both) a default under any Contractual Obligation
      of the Company or any of its Subsidiaries, or (v) result in or require the
      creation or imposition of any material Lien upon any of the material properties
      or assets of the Company or any of its Subsidiaries or require any approval
      of
      stockholders or any approval or consent of any Person under any Contractual
      Obligation of the Company or any of its Subsidiaries other than such approvals
      and consents which have been or will be obtained on or before the Effective
      Date.

     

    (c)  Governmental
      Consents.  The execution, delivery and performance by the Company
      of this Agreement and the issuance, delivery and performance by the Company
      of
      any Notes will not require on the part of the Company any registration with,
      consent or approval of, or notice to, or other action to, with or by, any
      Governmental Authority other than any such registration, consent, approval,
      notice or other action which has been duly made, given or taken.

     

    (d)  Binding
      Obligation.  This Agreement is and any Notes to be issued and
      each Loan when made will be a legally valid and binding obligation of the
      Company, enforceable against the Company in accordance with its respective
      terms, except as enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to
      enforceability.

     

    Section
      4.03.  Financial
      Condition.  The Company has delivered to the Banks, with respect
      to the Company and its subsidiaries, (i) the audited consolidated financial
      statements for the year ended December 30, 2006 as set forth in the Company’s
      Annual Report on Form 10-K for the fiscal year then ended and (ii) the unaudited
      interim financial statements for each subsequent fiscal quarter thereafter
      until
      the Closing Date as set forth in the Company’s Quarterly Report on Form 10-Q for
      such fiscal quarter (the “Financial
      Statements”).  All such Financial Statements were prepared in
      accordance with generally accepted accounting principles except for the
      preparation of footnote disclosures for the unaudited statements.  All
      such Financial Statements fairly 

     

     

    35

     

    present
      the consolidated financial position of the Company and its subsidiaries as
      at
      the respective dates thereof and the consolidated statements of income and
      cash
      flows of the Company and its Subsidiaries for each of the periods covered
      thereby, subject, in the case of any unaudited interim financial statements,
      to
      changes resulting from normal year end adjustments.

     

    Section
      4.04.  No
      Material Adverse Change.  Since June 30, 2007, there has been no
      change in the business, operations, properties, assets or condition (financial
      or otherwise) of the Company or any of its Subsidiaries, which has been, either
      in any case or in the aggregate, materially adverse to the Company and its
      Subsidiaries, taken as a whole.

     

    Section
      4.05.  Litigation.  Except
      as disclosed in (i) the Company’s Annual Report on Form 10-K for the fiscal year
      ended December 30, 2006, (ii) each subsequent quarterly report on Form 10-Q
      thereafter until the Closing Date and (iii) the Financial Statements delivered
      to the Banks pursuant to Section 4.03 hereof, there
      is no action, suit, proceeding, governmental investigation (including, without
      limitation, any of the foregoing relating to laws, rules and regulations
      relating to the protection of the environment, health and safety) of which
      the
      Company has knowledge or arbitration (whether or not purportedly on behalf
      of
      the Company or any of its Subsidiaries) at law or in equity or before or by
      any
      Governmental Authority, domestic or foreign, pending or, to the knowledge of
      the
      Company, threatened against or affecting the Company or any of its Subsidiaries
      or any property of the Company or any of its Subsidiaries which is probable
      of
      being successful and which would have a Material Adverse Effect.

     

    Section
      4.06.  Payment
      of Taxes.  Except to the extent permitted by Section 5.03, all taxes, assessments, fees and other
      governmental charges upon the Company and each of its Subsidiaries and upon
      their respective properties, assets, income and franchises which are material
      to
      the Company and its Subsidiaries, taken as a whole, and were due and payable,
      have been paid.

     

    Section
      4.07.   Governmental
      Regulation.  (a) Neither the Company nor any of its Subsidiaries
      is subject to any federal or state statute or regulation limiting its ability
      to
      incur Indebtedness for money borrowed as contemplated by this
      Agreement.

     

    (b)  Neither
      the Company nor any of its Subsidiaries is an “investment company” within the
      meaning of the Investment Company Act of 1940, as amended.

     

    Section
      4.08.  Securities
      Activities.  Neither the Company nor any of its Subsidiaries is
      engaged principally, or as one of its important activities, in the business
      of
      extending credit for the purpose of purchasing or carrying any Margin
      Stock.

     

    36

     

    Section
      4.09.  ERISA
      Compliance.  (a) The Company and its Subsidiaries and each
      of their respective ERISA Affiliates are in compliance in all material respects
      with all applicable provisions of ERISA and the regulations and published
      interpretations thereunder with respect to all Pension Plans and all
      Multiemployer Plans.

     

    (b)  No
      Termination Event has occurred or is reasonably expected to occur with respect
      to any Pension Plan, as the case may be, which has resulted or would result
      in
      any material liability to the PBGC (or any successor thereto) or to any other
      Person under Section 4062, 4063, or 4064 of ERISA.

     

    (c)  Neither
      the Company nor any of its ERISA Affiliates has incurred or reasonably expects
      to incur any withdrawal liability under Part E of Title IV of ERISA to any
      Multiemployer Plan except as could not reasonably be expected, individually
      or
      in the aggregate, to result in a Material Adverse Effect.

     

    (d)  The
      sum
      of the amount of unfunded benefit liabilities under all Pension Plans (excluding
      each Pension Plan with an amount of unfunded benefit liabilities of zero or
      less) could not reasonably be expected, individually or in the aggregate, to
      result in a Material Adverse Effect.

     

    (e)  Neither
      the Company nor any of its ERISA Affiliates has incurred any accumulated funding
      deficiency (whether or not waived) with respect to any Pension Plan except
      as
      could not reasonably be expected, individually or in the aggregate, to result
      in
      a Material Adverse Effect.

     

    (f)  Neither
      the Company nor any of its ERISA Affiliates has or reasonably expects to become
      subject to a lien in favor of any Pension Plan under Section 302(f) of ERISA
      except as could not reasonably be expected, individually or in the aggregate,
      to
      result in a Material Adverse Effect.

     

    (g)  Neither
      the Company nor any of its ERISA Affiliate has or reasonably expects to become
      subject to a requirement to provide security to any Pension Plan under Section
      307 of ERISA except as could not reasonably be expected, individually or in
      the
      aggregate, to result in a Material Adverse Effect.

     

    As
      used
      in this Section 4.09, the term “amount of
      unfunded benefit liabilities” has the meaning specified in Section
      4001(a)(18) of ERISA, and the term “accumulated funding
      deficiency” has the meaning specified in Section 302 of ERISA and
      Section 412 of the Code.

     

    Section
      4.10.  Certain
      Fees.  No broker’s or finder’s fee or commission will be payable
      by the Company with respect to the offer, issuance and sale of any Note or
      the
      borrowing of any Loan comprising a Syndicated Loan or Competitive Bid Loan
      or
      the execution, delivery and performance of this Agreement.

     

    37

     

     

    ARTICLE
      5 

    AFFIRMATIVE
      CONVENANTS

     

     

    The
      Company covenants and agrees that, so long as any of the Commitments hereunder
      shall be in effect or there is any Total Outstanding Amount, unless Required
      Banks shall otherwise give prior written consent, it shall perform all covenants
      in this Article 5:

     

    Section
      5.01.  Financial
      Statements and Other Reports.  The Company will maintain, and
      cause each of its subsidiaries to maintain, a system of accounting
      established  and administered in accordance with sound business
      practices to permit preparation of consolidated financial statements in
      conformity with generally accepted accounting principles in effect from time
      to
      time.  The Company will deliver to the Banks (except to the extent
      otherwise expressly provided below in Section
      5.01(b)(ii)):

     

    (a)  (i) as
      soon as practicable and in any event within 45 days after the end of each fiscal
      quarter ending after the Effective Date in the Company’s fiscal year the
      consolidated balance sheet of the Company and its consolidated subsidiaries
      as
      at the end of such period, and the related consolidated statements of income
      and
      cash flows of the Company and its consolidated subsidiaries in each case
      certified by the chief financial officer or controller of the Company that
      they
      fairly present the financial condition of the Company and its consolidated
      subsidiaries as at the dates indicated and the results of their operations
      and
      changes in their cash flows, subject to changes resulting from audit and normal
      year end adjustments, based on their respective normal accounting procedures
      applied on a consistent basis (except as noted th



    


     

     (ii)  as
      soon as practicable and in any event within 90 days after the end of each fiscal
      year the consolidated balance sheet of the Company and its consolidated
      subsidiaries as at the end of such year and the related consolidated statements
      of income and cash flows of the Company and its consolidated subsidiaries for
      such fiscal year, accompanied by a report thereon of independent certified
      public accountants of recognized national standing selected by the Company
      which
      report shall be unqualified as to going concern and scope of audit and shall
      state that such consolidated financial statements present fairly the financial
      position of the Company and its consolidated subsidiaries as at the dates
      indicated and the results of their operations and changes in their cash flows
      for the periods indicated in conformity with generally accepted accounting
      principles applied on a basis consistent with prior years (except as noted
      in
      such report) and that the examination by such accountants in connection with
      such consolidated financial statements has been made in accordance with
      generally accepted auditing standards;

     

     

    38

     

    (b)  (i)
      together with each delivery of financial statements of the Company and its
      consolidated subsidiaries pursuant to subdivisions (a)(i) and (a)(ii)
      above, (A) an
      Officer’s Certificate of the Company stating that the signer has reviewed the
      terms of this Agreement and has made, or caused to be made under such signer’s
      supervision, a review in reasonable detail of the transactions and condition
      of
      the Company and its consolidated subsidiaries during the accounting period
      covered by such financial statements and that such review has not disclosed
      the
      existence during or at the end of such accounting period, and that the signer
      does not have knowledge of the existence as at the date of the Officers’
Certificate, of any condition or event which constitutes an Event of Default
      or
      Potential Event of Default, or, if any such condition or event existed or
      exists, specifying the nature and period of existence thereof and what action
      the Company has taken, is taking and proposes to take with respect thereto;
      and (B) a Compliance Certificate demonstrating in reasonable detail
      compliance (as determined in accordance with GAAP during and at the end of
      such
      accounting periods) with the restrictions contained in Section 6.03 and, in addition, a written statement of
      the chief accounting officer, chief financial officer, any vice president or
      the
      treasurer or any assistant treasurer of the Company describing in reasonable
      detail the differences between the financial information contained in such
      financial statements and the information contained in the Compliance Certificate
      relating to the Company’s compliance with Section
      6.03 hereof;

     

    (ii)  promptly
      upon their becoming available but only to the extent requested by a Bank, copies
      of all publicly available financial statements, reports, notices and proxy
      statements sent or made available generally by the Company to its security
      holders or by any Subsidiary of the Company to its security holders other than
      the Company or another Subsidiary, of all regular and periodic reports and
      all
      registration statements and prospectuses, if any, filed by the Company or any
      of
      its Subsidiaries with any securities exchange or with the Securities and
      Exchange Commission and of all press releases and other statements made
      available generally by the Company or any Subsidiary to the public concerning
      material developments in the business of the Company and its
      Subsidiaries;

     

    (iii)  promptly
      upon the chairman of the board, the chief executive officer, the president,
      the
      chief accounting officer, the chief financial officer, the treasurer or the
      general counsel of the Company obtaining knowledge (a) of any condition or
      event
      which constitutes an Event of Default or Potential Event of Default, (b) that
      any Person has given any notice to the Company or any Subsidiary of the Company
      or taken any other action with respect to a claimed default or event or
      condition of the type referred to in Section 7.02,
      or (c) of a material adverse change in the business, operations, properties,
      assets or condition 

     

    39

     

     

    (financial
      or otherwise) of the Company and its Subsidiaries, taken as a whole, an
      Officer’s Certificate specifying the nature and period of existence of any such
      condition or event, or specifying the notice given or action taken by such
      holder or Person and the nature of such claimed default, Event of Default,
      Potential Event of Default, event or condition, and what action the Company
      has
      taken, is taking and proposes to take with respect thereto; and

     

    (iv)  with
      reasonable promptness, such other information and data with respect to the
      Company or any of its subsidiaries as from time to time may be reasonably
      requested by any Bank.

     

    Information
      required to be delivered pursuant to Sections 5.01(a) and 5.01(b)(ii)
      above shall be deemed to have been delivered on the date on which the Company
      provides notice to the Banks that such information has been posted on the
      Company’s website on the Internet at the website address listed on the signature
      pages hereof, at sec.gov/edaux/searches.htm or at another website identified
      in
      such notice and accessible by the Banks without charge; provided that
      (i) such notice may be included in a certificate delivered pursuant to Section 5.01(b) and (ii) the Company shall deliver
      paper copies of the information referred to in Sections 5.01(a) and 5.01(b)(ii) to
      any Lender which requests such delivery.

     

    Section
      5.02.  Conduct
      of Business and Corporate Existence.  Except as permitted by Section 6.01, the Company will at all times preserve
      and keep in full force and effect its corporate existence and rights and
      franchises material to the business of the Company and its Subsidiaries, taken
      as a whole.

     

    Section
      5.03.  Payment
      of Taxes.  The Company will, and will cause each of its
      Subsidiaries to, pay all taxes, assessments and other governmental charges
      imposed upon it or any of its properties or assets or in respect of any of
      its
      franchises, business, income or property when due which are material to the
      Company and its Subsidiaries, taken as a whole, provided that no such
      amount need be paid if being contested in good faith by appropriate proceedings
      promptly instituted and diligently conducted and if such reserve or other
      appropriate provision, if any, as shall be required in conformity with generally
      accepted accounting principles shall have been made therefor.

     

    Section
      5.04.  Maintenance
      of Properties; Insurance.  The Company will maintain or cause to
      be maintained in good repair, working order and condition all material
      properties used or useful in its business of the Company and its Subsidiaries
      and from time to time will make or cause to be made all appropriate material
      repairs and renewals thereto and replacements thereof.  The Company
      will maintain or cause to be maintained, with financially sound and reputable
      insurers, insurance with respect to its material properties and business and
      the
      material properties and business of its Subsidiaries against loss or damage
      of
      the kinds customarily insured against by corporations of established reputation
      engaged in the same or similar businesses and similarly situated, of such types
      

     

     

    40

     

    and
      in
      such amounts as are customarily carried under similar circumstances by such
      other corporations and to the extent reasonably prudent may
      self-insure.

     

     

    Section
      5.05.  Inspection.  The
      Company shall permit any authorized representatives designated by any Bank
      to
      visit and inspect any of the properties of the Company or any of its
      Subsidiaries, including its and their financial and accounting records, and,
      to
      make copies and take extracts therefrom, and to discuss its and their affairs,
      finances and accounts with its and their officers, all upon reasonable notice
      and at such reasonable times during normal business hours and as often as may
      be
      reasonably requested; provided that any confidential information so
      obtained by any Bank shall remain confidential except where disclosure is
      mandated by applicable laws or such information otherwise becomes public other
      than by a breach by such Bank of this Section 5.05;
provided further that this Section shall not
      prohibit any Bank
      from disclosing to any Agent (or any Agent from disclosing to any Bank) any
      Event of Default or Potential Event of Default.

     

    Section
      5.06.  Compliance
      with Laws.  The Company and its Subsidiaries shall exercise all
      due diligence in order to comply in all material respects with the requirements
      of all applicable laws, rules, regulations and orders of any Governmental
      Authority (including, without limitation, laws, rules and regulations relating
      to the disposal of hazardous wastes and asbestos in the environment and ERISA),
      noncompliance with which would have a Material Adverse Effect.

     

     

    ARTICLE
      6

    NEGATIVE
      COVENANTS

     

    The
      Company covenants and agrees that, so long as any of the Commitments shall
      be in
      effect or there is any Total Outstanding Amount, unless the Required Banks
      shall
      otherwise give prior written consent, it will perform all covenants in this
Article 6:

     

    Section
      6.01.  Merger.  The
      Company may not consolidate with, merge with or into or sell, lease or otherwise
      transfer all or substantially all of its assets (as an entirety or substantially
      as an entirety in one transaction or a series of related transactions) to any
      Person unless:

     

    (i)  the
      Company shall be the continuing Person, or the Person (if other than the
      Company) formed by such consolidation or into which the Company is merged or
      to
      which the properties and assets of the Company are sold, leased or transferred
      shall be a solvent corporation organized and existing under the laws of the
      United States or any State thereof or the District of Columbia and shall
      expressly assume, by an agreement, executed and delivered to the Banks, in
      form
      and substance 

     

    41

     

    reasonably
      satisfactory to the Required Banks, all of the obligations of the Company under
      this Agreement and the Competitive Bid Loans;

     

    (ii)  immediately
      before and immediately after giving effect to such transaction, no Event of
      Default and no Potential Event of Default shall have occurred and be continuing;
      and

     

    (iii)  the
      Company shall deliver to the Banks an Officer’s Certificate (attaching the
      arithmetic computations to demonstrate compliance with Section 6.03) and an opinion of counsel, each stating
      that such consolidation, merger, sale, lease or transfer and such agreement
      comply with this Section 6.01 and that all
      conditions precedent herein provided for relating to such transaction have
      been
      complied with.

     

    Section
      6.02.  Liens.  The
      Company will not, and will not permit any of its Subsidiaries to, directly
      or
      indirectly, create, incur, assume or permit to exist any Lien on or with respect
      to any property or asset (including any document or instrument in respect of
      goods or accounts receivable) (other than Margin Stock) of the Company or any
      of
      its Subsidiaries, whether now owned or hereafter acquired, or any income or
      profits therefrom, except:

     

    (i)  Liens
      in
      existence on the date hereof;

     

    (ii)  Permitted
      Encumbrances;

     

    (iii)  Liens
      on
      accounts receivable sold with recourse;

     

    (iv)  Liens
      incurred in connection with the acquisition of equipment by the Company or
      any
      of its Subsidiaries, provided that the principal amount of the
      indebtedness so secured shall not exceed in any case 100% of the cost to the
      Company or such Subsidiary of the equipment acquired and provided,
further, that each such Lien shall cover only the equipment acquired
      and the proceeds thereof, substitutions therefor and replacements thereof;
      and

     

    (v)  Liens
      (other than Liens permitted by clauses (i)-(iv) above) securing
      obligations of the Company and its
      Subsidiaries (including Indebtedness) not in excess of an amount equal to 5%
      of
      the consolidated total assets of the Company and its Subsidiaries, all as
      determined in accordance with GAAP on a consolidated basis for the Company
      and
      its Subsidiaries.

     

    Nothing
      in this Section 6.02 shall prohibit the sale,
      assignment, transfer, conveyance or other disposition of any Margin Stock owned
      by the Company or any of its Subsidiaries at its fair value, or the creation,
      incurrence, assumption or existence of any Lien on or with respect to any Margin
      Stock.

     

     

    42

     

    Section
      6.03.  Financial
      Covenant.  The Company will not at any time permit
      (x) Consolidated Indebtedness of Textron Manufacturing less Net
      U.S. Based Cash to exceed (y) an amount equal to 65% of
      (i) Consolidated Capitalization less (ii) Net U.S. Based
      Cash.

     

    Section
      6.04.  Use
      of Proceeds.  Notwithstanding any provisions of this Agreement to
      the contrary, no portion of the proceeds of any borrowing under this Agreement
      shall be used by the Company in any manner which would cause the borrowing
      or
      the application of such proceeds to violate Regulation U, Regulation T, or
      Regulation X of the Board or any other regulation of the Board or to violate
      the
      Exchange Act, in each case as in effect on the date or dates of such borrowing
      and such use of proceeds.

     

     

    ARTICLE
      7 

    EVENTS
      OF DEFAULT

     

    If
      any of
      the following conditions or events (“Events of Default”) shall
      occur and be continuing:

     

    Section
      7.01.  Failure
      to Make Payments When Due.  Failure to pay any installment of
      principal of any Loan when due, whether at stated maturity, by acceleration,
      by
      notice of prepayment or otherwise; or failure to pay any interest on any Loan
      or
      any other amount due under this Agreement when due and such default shall
      continue for 5 days; or

     

    Section
      7.02.  Default
      in Other Agreements.  (i) Failure of the Company or any of its
      Subsidiaries to pay when due any principal or interest on any Indebtedness
      (other than Indebtedness referred to in Section
      7.01) in an individual principal amount of $100,000,000 or more or items of
      Indebtedness with an aggregate principal amount of $100,000,000 or more beyond
      the end of any period prior to which the obligee thereunder is prohibited from
      accelerating payment thereunder or any grace period after the maturity thereof,
      or (ii) breach or default of the Company or any of its Subsidiaries (other
      than
      a default arising under any restrictive provision relating to any sale, pledge
      or other disposition of Margin Stock contained in a lending agreement to which
      any Bank or Affiliate thereof is a party) with respect to any other term of
      (y) any evidence of any Indebtedness in an individual principal amount of
      $100,000,000 or more or items of Indebtedness with an aggregate principal amount
      of $100,000,000 or more; or (z) any loan agreement, mortgage, indenture or
      other agreement relating thereto, if such failure, default or breach shall
      continue for more than the period of grace, if any, specified therein and shall
      not at the time of acceleration hereunder be cured or waived; or

     

    Section
      7.03.  Breach
      of Certain Covenants.  Failure of the Company to perform or
      comply with any term or condition contained in Section 5.02, 6.01, 6.03
      or 6.04 of this
      Agreement; or

     

     

    43

     

    Section
      7.04 .  Breach of Warranty.  Any
      representation or warranty made by the Company in this Agreement or in any
      statement or certificate at any time given by such Person in writing pursuant
      hereto or thereto or in connection herewith or therewith shall be false in
      any
      material respect on the date as of which made; or

     

    Section
      7.05.  Other
      Defaults under Agreement.  The Company shall default in the
      performance of or compliance with any term contained in this Agreement other
      than those referred to above in Section 7.01, 7.03 or 7.04
      and such
      default shall not have been remedied or waived within 30 days after receipt
      of
      notice from the Administrative Agent or any Bank of such default;
      or

     

    Section
      7.06 .  Involuntary
      Bankruptcy; Appointment of Receiver, etc.  (a)  A court
      having jurisdiction in the premises shall enter a decree or order for relief
      in
      respect of the Company or any of its Restricted Subsidiaries in an involuntary
      case under the Bankruptcy Code or any applicable bankruptcy, insolvency or
      other
      similar law now or hereafter in effect, which decree or order is not stayed;
      or
      any other similar relief shall be granted under any applicable federal or state
      law; or (b) an involuntary case is commenced against the Company or any of
      its Restricted Subsidiaries under any applicable bankruptcy, insolvency or
      other
      similar law now or hereafter in effect; or a decree or order of a court having
      jurisdiction in the premises for the appointment of a receiver, liquidator,
      sequestrator, trustee, custodian or other officer having similar powers over
      the
      Company or any of its Restricted Subsidiaries, or over all or a substantial
      part
      of its property, shall have been entered; or an interim receiver, trustee or
      other custodian of the Company or any of its Restricted Subsidiaries for all
      or
      a substantial part of the property of the Company or any of its Restricted
      Subsidiaries is involuntarily appointed; or a warrant of attachment, execution
      or similar process is issued against any substantial part of the property of
      the
      Company or any of its Restricted Subsidiaries, and the continuance of any such
      events in subpart (b) for 60 days unless dismissed, bonded or discharged;
      or

     

    Section
      7.07.  Voluntary
      Bankruptcy; Appointment of Receiver, etc.  The Company or any of
      its Restricted Subsidiaries shall have an order for relief entered with respect
      to it or commence a voluntary case under the Bankruptcy Code or any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      shall
      consent to the entry of an order for relief in an involuntary case, or to the
      conversion of an involuntary case to a voluntary case, under any such law,
      or
      shall consent to the appointment of or taking possession by a receiver, trustee
      or other custodian for all or a substantial part of its property; the making
      by
      the Company or any of its Restricted Subsidiaries of any assignment for the
      benefit of creditors; or the inability or failure of the Company or any of
      its
      Restricted Subsidiaries , or the admission by the Company or any of its
      Restricted Subsidiaries in writing of its inability to pay its debts as such
      debts become due; or the Board of Directors of the Company or any Restricted
      Subsidiary (or any committee thereof) adopts any resolution or otherwise
      authorizes action to approve any of the foregoing; or

     

    44

     

    Section
      7.08.  Judgments
      and Attachments.  Any money judgment, writ or warrant of
      attachment, or similar process involving individually or in the aggregate an
      amount in excess of $100,000,000 shall be entered or filed against the Company
      or any Restricted Subsidiary or any of their respective assets and shall remain
      undischarged, unvacated, unbonded or unstayed, as the case may be, for a period
      of 30 days or in any event later than five days prior to the date of any
      proposed sale thereunder; or

     

    Section
      7.09.  Dissolution.  Any
      order, judgment or decree shall be entered against the Company or any of its
      Restricted Subsidiaries decreeing the dissolution or split up of the Company
      or
      that Restricted Subsidiary and such order shall remain undischarged or unstayed
      for a period in excess of 30 days; or

     

    Section
      7.10.  ERISA
      Title IV Liabilities.  (i) The Company or any of its ERISA
      Affiliates shall terminate or suffer the termination of (by action of the
      PBGC  or any successor thereto) any Pension Plan, or shall suffer the
      appointment of or the institution of proceedings to appoint a trustee to
      administer any Pension Plan, or shall withdraw (under Section 4063 of ERISA)
      from a Pension Plan, if as of the date thereof or any subsequent date the sum
      of
      the Company’s and each ERISA Affiliate’s liabilities to the PBGC or any other
      Person under Sections 4062, 4063 and 4064 of ERISA (calculated after giving
      effect to the tax consequences thereof) resulting from or otherwise associated
      with the above described events could reasonably be expected to result in a
      Material Adverse Effect; or

     

    (ii)           The
      Company or any of its ERISA Affiliates shall withdraw from any Multiemployer
      Plan and the aggregate amount of withdrawal liability (determined pursuant
      to
      Sections 4201 et seq. of ERISA) to which the Company and its ERISA
      Affiliates become obligated to all Multiemployer Plans requires annual payments
      that could reasonably be expected to result in a Material Adverse
      Effect;

     

    THEN
      (i)
      upon the occurrence of any Event of Default described in the foregoing Sections
      7.06 or 7.07, the unpaid
      principal amount of and accrued interest on all the Loans shall automatically
      become immediately due and payable, without presentment, demand, protest or
      other requirements of any kind, all of which are hereby expressly waived by
      the
      Company, and the Commitments and the obligation of each Bank to make any Loans
      hereunder shall thereupon terminate, and (ii) upon the occurrence of any other
      Event of Default, the Required Banks may, by written notice to the Company,
      (A)
      terminate the Commitments and the obligation of each Bank to make any Loans
      hereunder shall thereupon terminate and/or (B) declare the unpaid principal
      amount of and accrued interest on all the Loans to be, and the same shall
      forthwith become, immediately due and payable.  Nevertheless, if at
      any time within 60 days after acceleration of the maturity of the Loans, the
      Company shall pay all arrears of interest and all payments on account of any
      principal which shall have become due otherwise than by acceleration (with
      interest on principal and, to the extent 

     

    45

     

    permitted
      by law, on overdue interest, at the rates specified in this Agreement) and
      all
      other fees and expenses then owed hereunder and all Events of Default and
      Potential Events of Default (other than non payment of principal of and accrued
      interest on the Loans due and payable solely by virtue of acceleration) shall
      be
      remedied or waived pursuant to Section 9.05, then
      the Required Banks by written notice to the Company may (in their sole
      discretion) rescind and annul the acceleration and its consequences; but such
      action shall not affect any termination of the Commitments or any subsequent
      Event of Default or Potential Event of Default or impair any right consequent
      thereon.

     

     

    ARTICLE
      8

    THE
      ADMINISTRATIVE AGENT

     

     

          Section
      8.01.  Appointment.  Each
      of the Banks hereby appoints and authorizes the Administrative Agent to act
      hereunder and under the other instruments and agreements referred to herein
      as
      its agent hereunder and thereunder.  The Administrative Agent agrees
      to act as such upon the express conditions contained in this Article 8.  The provisions of this Article 8 are solely for the
      benefit of the
      Administrative Agent, and the Company shall not have any rights as a third
      party
      beneficiary of or any obligations under any of the provisions
      hereof.  In performing its functions and duties under this Agreement,
      each Administrative Agent shall act solely as agent of the Banks and does not
      assume and shall not be deemed to have assumed any obligation towards or
      relationship of agency or trust with or for the Company.

     

    Section
      8.02.  Powers;
      General Immunity.  (a) Duties Specified.  Each
      Bank irrevocably authorizes the Administrative Agent to take such action on
      such
      Bank’s behalf and to exercise such powers hereunder and under the other
      instruments and agreements referred to herein as are specifically delegated
      to
      the Administrative Agent by the terms hereof and thereof, together with such
      powers as are reasonably incidental thereto.  The Administrative Agent
      shall have only those duties and responsibilities which are expressly specified
      in this Agreement and each may perform such duties by or through its agents
      or
      employees.  The duties of the Administrative Agent shall be mechanical
      and administrative in nature; and the Administrative Agent shall not have by
      reason of this Agreement a fiduciary or trust relationship in respect of any
      Bank; and nothing in this Agreement, expressed or implied, is intended to or
      shall be so construed as to impose upon the Administrative Agent any obligations
      in respect of this Agreement or the other instruments and agreements referred
      to
      herein except as expressly set forth herein or therein.

     

    (b)  No
      Responsibility for Certain Matters.  The Administrative Agent
      shall not be responsible to any Bank for the execution, effectiveness,
      genuineness, validity, enforceability, collectibility or sufficiency of this
      Agreement or any Loan, or for any representations, warranties, recitals or
      statements made herein or 

     

    46

     

    therein
      or made in any written or oral statement or in any financial or other
      statements, instruments, reports, certificates or any other documents in
      connection herewith or therewith furnished or made by the Administrative Agent
      to any Bank or by or on behalf of the Company to the Administrative Agent or
      any
      Bank, or for the accuracy of any information relating to Competitive Bid Loans
      (including as to amounts outstanding at any time), or be required to ascertain
      or inquire as to the performance or observance of any of the terms, conditions,
      provisions, covenants or agreements contained herein or therein or as to the
      use
      of the proceeds of the Loans, or of the existence or possible existence of
      any
      Event of Default or Potential Event of Default.

     

    (c)  Exculpatory
      Provisions.  Neither the Administrative Agent nor any of its
      officers, directors, employees or agents shall be responsible or liable to
      any
      Bank for any action taken or omitted hereunder or under any of the other Loan
      Documents or in connection herewith or therewith unless caused by its or their
      gross negligence or willful misconduct.  If the Administrative Agent
      shall request instructions from any Bank with respect to any act or action
      (including the failure to take an action) in connection with this Agreement,
      the
      Administrative Agent shall be entitled to refrain from such act or taking such
      action unless and until the Administrative Agent shall have received
      instructions from the Required Banks.  Without prejudice to the
      generality of the foregoing, (i) the Administrative Agent shall be entitled
      to
      rely, and shall be fully protected in relying, upon any communication,
      instrument or document believed by it to be genuine and correct and to have
      been
      signed or sent by the proper person or persons, and shall be entitled to rely
      and shall be protected in relying on opinions and judgments of attorneys (who
      may be attorneys for the Company), accountants, experts and other professional
      advisors selected by it; and (ii) no Bank shall have any right of action
      whatsoever against the Administrative Agent as a result of the Administrative
      Agent’s acting or (where so instructed) refraining from acting under this
      Agreement or the other instruments and agreements referred to herein or therein
      in accordance with the instructions of the Required Banks.  The
      Administrative Agent shall be entitled to refrain from exercising any power,
      discretion or authority vested in it under this Agreement or the other
      instruments and agreements referred to herein or therein unless and until it
      has
      obtained the instructions of the Required Banks.

     

    (d)  The
      Administrative Agent Entitled to Act as Bank.  The agency hereby
      created shall in no way impair or affect any of the rights and powers of, or
      impose any duties or obligations upon, the Administrative Agent in its
      individual capacity as a Bank hereunder.  With respect to its
      participation in the Loans, Citibank, N.A. shall have the same rights and powers
      hereunder as any other Bank and may exercise the same as though it were not
      performing the duties and functions delegated to it hereunder, and the term
      “Bank” or “Banks” or any similar term shall,
      unless the context clearly otherwise indicates, include the Administrative
      Agent
      in its individual capacity.  Citibank, N.A. and its Affiliates may
      accept deposits from, lend money to and generally engage in any kind of


     

    47

     

    banking,
      trust, financial advisory or other business with the Company or any Affiliate
      or
      Subsidiary of the Company as if it were not performing the duties specified
      herein, and may accept fees and other consideration from the Company or any
      such
      Affiliate or Subsidiary for services in connection with this Agreement and
      otherwise without having to account for the same to the Banks.

     

    Section
      8.03.  Representations
      and Warranties; No Responsibility for Appraisal of
      Creditworthiness.  Each Bank represents and warrants that it has
      made its own independent investigation of the financial condition and affairs
      of
      the Company in connection with the making of the Loans hereunder and has made
      and shall continue to make its own appraisal of the creditworthiness of the
      Company.  The Administrative Agent shall not have any duty or
      responsibility either initially or on a continuing basis to make any such
      investigation or any such appraisal on behalf of any Bank or to provide any
      Bank
      with any credit or other information with respect thereto whether coming into
      its possession before the making of the Loan or any time or times thereafter,
      and the Administrative Agent shall have no further responsibility with respect
      to the accuracy of or the completeness of the information provided to the
      Banks.

     

    Section
      8.04.  Right
      to Indemnity.  Each Bank severally agrees to indemnify the
      Administrative Agent in accordance with its pro rata Share to the
      extent the Administrative Agent shall not have been reimbursed by the Company,
      for and against any and all liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs, expenses (including, without
      limitation, counsel fees and disbursements) or disbursements of any kind or
      nature whatsoever which may be imposed on, incurred by or asserted against
      the
      Administrative Agent in performing its duties hereunder or under the other
      Loan
      Documents or in any way relating to or arising out of this Agreement;
provided that no Bank shall be liable for any portion of such
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements resulting from the Administrative Agent’s gross
      negligence or willful misconduct.  If any indemnity furnished to the
      Administrative Agent for any purpose shall, in the opinion of the Administrative
      Agent, be insufficient or become impaired, the Administrative Agent may call
      for
      additional indemnity and cease, or not commence, to do the acts indemnified
      against until such additional indemnity is furnished.

     

    Section
      8.05.  Resignation
      by the Administrative Agent.  (a)  The Administrative
      Agent may resign from the performance of all its functions and duties hereunder
      at any time by giving 30 days’ prior written notice to the Company and the
      Banks.  Such resignation shall take effect upon the acceptance by a
      successor Administrative Agent of appointment pursuant to clauses (b) and (c) below or as
      otherwise provided below.

     

    (b)  Upon
      any
      such notice of resignation, the Required Banks shall appoint a successor
      Administrative Agent who shall be satisfactory to the Company and shall be
      an
      incorporated bank or trust company with a combined surplus and undivided capital
      of at least $500 million.

     

     

    48

     

    (c)  If
      a
      successor Administrative Agent shall not have been so appointed within said
      30
      day period, the resigning Administrative Agent, with the consent of the Company,
      shall then appoint a successor Administrative Agent who shall serve in the
      same
      capacity as the resigning Administrative Agent until such time, if any, as
      the
      Required Banks, with the consent of the Company, appoint a successor
      Administrative Agent as provided above.

     

    Section
      8.06.  Successor
      Administrative Agent.  The Administrative Agent may resign at any
      time as provided in Section 8.05
      hereof.  Upon any such notice of resignation, the Required Banks shall
      have the right, upon five days’ notice to the Company and subject to Section 8.05 hereof, to appoint a successor
      Administrative Agent.  Upon the acceptance of any appointment by a
      successor Administrative Agent, that successor Administrative Agent shall
      thereupon succeed to and become vested with all the rights, powers, privileges
      and duties of the retiring Administrative Agent, and the retiring Administrative
      Agent shall be discharged from its duties and obligations as an Administrative
      Agent under this Agreement.  After the retiring Administrative Agent’s
      resignation hereunder as an Administrative Agent the provisions of this Article 8 shall inure to its benefit as to any actions
      taken or omitted to be taken by it while it was an Administrative Agent under
      this Agreement.

     

    Section
      8.07.  No
      Other Duties, Etc.  Anything herein to the contrary
      notwithstanding, none of the Lead Arrangers, Joint Bookrunners, Syndication
      Agent or Documentation Agent listed on the cover page hereof shall have any
      powers, functions, duties or responsibilities under this Agreement, except
      in
      its capacity, as applicable, as the Administrative Agent or a Bank
      hereunder.

     

     

    ARTICLE
      9 

    MISCELLANEOUS

     

    Section
      9.01.  Benefit
      of Agreement. (a)This Agreement shall be binding upon and inure to the
      benefit of and be enforceable by the respective successors and assigns of the
      parties hereto, provided that the Company may not assign or transfer
      any of its interest hereunder without the prior written consent of the
      Banks.

     

    (b)  Any
      Bank
      may make, carry or transfer Loans at the time owing to it at, to or for the
      account of, any of its branch offices or the offices of an Affiliate of such
      Bank, provided that doing so shall not cause the Company to incur any
      additional costs hereunder at the time of such transfer.

     

    (c)  Any
      Bank
      may assign its rights and delegate its obligations under this Agreement and
      further may sell participations in all or any part of any Loan or Loans made
      by
      it or its Commitment at the time owing to it or any other interest herein to
      another bank or other entity; provided that (i) in the case of an
      assignment, such Bank shall (A) give to the Company and the Administrative


     

    49

     

     

    Agent
      prior notice thereof, and, in the case of any assignment, the Company and the
      Administrative Agent shall, except as set forth in the last sentence of this
Section 9.01(c) and in Section
      9.01(d), have consented thereto (such consent not to be unreasonably
      withheld) and (B) comply with Section 9.01(f)
      hereof and thereupon, the assignee “Purchasing Bank” shall
      have, to the extent of such assignment (unless otherwise provided thereby),
      the
      rights and benefits described in Section 9.01(f)
      hereof, and (ii) in the case of a participation, except as set forth below,
      (A) the participant shall not have any rights under this Agreement or any
      other document delivered in connection herewith (the participant’s rights
      against such Bank in respect of such participation to be those set forth in
      the
      agreement executed by such Bank in favor of the participant relating thereto);
      provided that a participation agreement may provide that a Bank will
      not agree to any modification, amendment or waiver of any provision in this
      Agreement described in clause (i), (iii), or (iv) of Section 9.05 without the consent of the participant and
      (B) all amounts payable by the Company under Sections 2.10(e) and 2.10(i) hereof
      shall be determined as if the Bank had not sold such
      participation.  Except with respect to interest rate, principal amount
      of any Loan, fees, scheduled dates for payment of principal or interest or
      fees,
      scheduled termination of commitments and commitment amounts, a Bank will not
      in
      any such participation agreement restrict its ability to make any modification,
      amendment or waiver to this Agreement without the consent of the
      participant.  Any Bank may furnish any information concerning the
      Company in possession of such Bank from time to time to Affiliates of such
      Bank
      and to assignees and participants (including prospective assignees and
      participants), provided, however, that (i) except when
      such information is furnished to an Affiliate, the furnishing Bank shall give
      the Company prior notice of any furnishing of non public information
      (ii) the recipient shall agree to the terms of this Section 9.01 hereof and (iii) the furnishing of
      such information (and the nature, manner and extent thereof) by any Bank to
      its
      Affiliates and such assignees and participants shall be further governed by
      the
      relevant agreement, assignment or participation agreement relating to such
      arrangement, assignment or participation, as the case may
      be.  Notwithstanding anything to the contrary in the foregoing,
      (A) any Bank may, without the consent of the Company or the Administrative
      Agent, assign any of its rights and interests in Loans hereunder to (x) a
      federal reserve bank, (y) another Bank or (z) any Affiliate of such
      Bank; provided that the transferor Bank shall be deemed to hold such
      interests transferred to its Affiliate for purposes of Section 9.05 for so long as such interests are held by
      such Affiliate; and (B) no consent of the Company to an assignment shall be
      required if at the time an Event of Default exists.

     

    (d)  Notwithstanding
      the foregoing provisions of this Section 9.01, each
      Bank may at any time, upon 30 days’ prior written notice to the Administrative
      Agent and the Company, sell, assign, transfer or negotiate all or any part
      of
      its Loans or Commitment if, but only if, concurrently therewith or prior thereto
      (i) any Person or two or more Persons acting in concert shall have acquired
      beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
      

     

    50

     

     

    Exchange
      Commission under the Securities Exchange Act of 1934) of a majority of the
      outstanding shares of voting stock of the Company pursuant to one or more
      transactions not approved, in their capacities as directors, by at least a
      majority of the individuals who served as directors of the Company on the date
      one year prior to the date of the first acquisition of voting stock leading
      to
      such acquisition or (ii) during any period of 12 consecutive months,
      commencing before or after the date of this Agreement, individuals who at the
      beginning of such 12 month period were directors of the Company cease for any
      reason to constitute a majority of the board of directors of the
      Company.

     

    (e)  Except
      pursuant to an assignment permitted by this Agreement but only to the extent
      set
      forth in such assignment, no Bank shall, as between the Company and that Bank,
      be relieved of any of its obligations hereunder as a result of any sale,
      transfer or negotiation of, or granting of participations in, all or any part
      of
      the Loans or Commitment of that Bank or other obligations owed to such
      Bank.

     

    (f)  Any
      Bank
      may at any time assign to one or more banks or other financial institutions
      all,
      or a proportionate part of all, of its rights and obligations under this
      Agreement, provided that (i) the minimum amount of such assignment
      shall be equivalent to (A) if the Purchasing Bank is not a Bank hereunder,
      $10,000,000 or the aggregate amount of the assigning Bank’s Commitment,
      whichever is less and (B) if the Purchasing Bank is a Bank hereunder,
      $5,000,000 and (ii) after giving effect to such assignment, the Commitment
      of the assigning Bank is equivalent to not less than $10,000,000, unless such
      assigning Bank shall have assigned all of its rights and obligations under
      this
      Agreement; and providedfurther that any such assignment may,
      but need not, include rights of the transferor Bank in respect of outstanding
      Competitive Bid Loans.  Any assignment made pursuant to Section 9.01(c) hereof shall be made pursuant to a
      Transfer Supplement, substantially in the form of Exhibit F annexed hereto,
      executed by the Purchasing Bank, the transferor Bank, the Company and the
      Administrative Agent.  Upon (i) such execution of such Transfer
      Supplement, (ii) delivery of an executed copy thereof to the Company,
      (iii) payment by such Purchasing Bank to such transferor Bank of an amount
      equal to the purchase price agreed between such transferor Bank and such
      Purchasing Bank, and (iv) payment by such Purchasing Bank or transferor
      Bank (as they shall mutually agree) to the Administrative Agent of a non
      refundable fee of $3,000 to cover administrative and other expenses which may
      be
      incurred in connection with such assignment, such Purchasing Bank shall for
      all
      purposes be a Bank party to this Agreement and shall have the rights (including
      without limitation the benefits of Sections 2.10 and
2.11) and obligations
      of a Bank under this Agreement
      to the same extent as if it were an original party hereto and thereto with
      the
pro rata Share of the applicable Commitment set forth in such Transfer
      Supplement, and no further consent or action by the Company, the Banks or the
      Administrative Agent shall be required.  Such Transfer Supplement
      shall be deemed to amend this Agreement to the extent, and only to the extent,
      necessary to reflect the addition of such 

     

    51

     

    Purchasing
      Bank and the resulting adjustment of pro rata Shares arising from the
      purchase by such Purchasing Bank of all or a portion of the rights and
      obligations of such transferor Bank under this Agreement and the
      Loans.  Upon the consummation of any transfer to a Purchasing Bank
      pursuant to this paragraph (f), the transferor Bank,
      the Administrative Agent and the Company shall make appropriate arrangements
      so
      that, if requested, a replacement Note is issued to such transferor Bank and
      a
      new Note or, as appropriate, a replacement Note, if requested, issued to such
      Purchasing Bank, in each case in principal amounts reflecting their pro
      rata Shares or, as appropriate, their outstanding Loans, as adjusted
      pursuant to such Transfer Supplement.

     

    Section
      9.02.  Expenses.  Whether
      or not the transactions contemplated hereby shall be consummated, the Company
      agrees to promptly pay (i) all the actual and reasonable out of pocket costs
      and
      expenses of the Agents in connection with the negotiation, preparation and
      execution of this Agreement; (ii)
      the
      reasonable fees, expenses and disbursements of Davis, Polk & Wardwell,
      special counsel to the Agents, in connection with the negotiation, preparation,
      execution and administration of this Agreement, the Loans and any amendments
      and
      waivers hereto or thereto; and (iii) all costs and expenses (including
      attorneys’ fees, expenses and disbursements, and costs of settlement) incurred
      by the Banks in enforcing any obligations of or in collecting any payments
      due
      from the Company hereunder by reason of the occurrence of any Event of Default
      or in connection with any refinancing or restructuring of the credit
      arrangements provided under this Agreement in the nature of a
“work-out” or of any insolvency or bankruptcy proceedings or
      otherwise.

     

    Section
      9.03.  Indemnity.  In
      addition to the payment of expenses pursuant to Section
      9.02 hereof, whether or not the transactions  contemplated hereby
      shall be consummated, the Company agrees to indemnify, pay and hold each Agent
      and each Bank and the officers, directors, employees, agents, advisors and
      affiliates of each of them (collectively called the
“Indemnitees”) harmless from and against any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      claims, costs, expenses and disbursements of any kind or nature whatsoever
      (including, without limitation, the reasonable fees, expenses and disbursements
      of counsel for such Indemnitees in connection with any investigative,
      administrative or judicial proceeding commenced or threatened, whether or not
      such Indemnitee shall be designated a party thereto), which may be imposed
      on,
      incurred by, or asserted against that Indemnitee, in any manner relating to
      or
      arising out of this Agreement or the Loans or the use or intended use of the
      proceeds of any of the Loans hereunder (the “indemnified
      liabilities”); provided that, the Company shall have no
      obligation to any Indemnitee hereunder to the extent that such indemnified
      liabilities arose from the gross negligence or willful misconduct of that
      Indemnitee.  To the extent that the undertaking to indemnify, pay and
      hold harmless set forth in the preceding sentence may be unenforceable because
      it is violative of any law or public policy or otherwise, the Company shall
      contribute the maximum portion which it is permitted to pay and satisfy under
      applicable 

     

     

    52

     

    law,
      to
      the payment and satisfaction of all indemnified liabilities incurred by the
      Indemnitees or any of them.  In no event shall any Indemnitee be
      liable to the Company for any indirect or consequential damages in connection
      with this Agreement.

     

    Section
      9.04.  Setoff.  Each
      Bank agrees that if it shall, by exercising any right of set-off or counterclaim
      or otherwise, receive payment of a proportion of the aggregate amount of
      principal and interest then due with respect to the Syndicated Loans held by
      it
      which is greater than the proportion received by any other Bank in respect
      of
      the aggregate amount of principal and interest then due with respect to the
      Syndicated Loans held by such other Bank, the Bank receiving such
      proportionately greater payment shall purchase such participations in the
      Syndicated Loans held by the other Banks, and such other adjustments shall
      be
      made, as may be required so that all such payments of principal and interest
      with respect to the Syndicated Loans held by the Banks shall be shared by the
      Banks pro rata; provided that nothing in this Section shall
      impair the right of any Bank to exercise any right of set-off or counterclaim
      it
      may have and to apply the amount subject to such exercise to the payment of
      indebtedness of the Company other than its indebtedness under the
      Agreement.  The Company agrees, to the fullest extent it may
      effectively do so under applicable law, that any holder of a participation
      in a
      Loan, whether or not acquired pursuant to the foregoing arrangements, may
      exercise rights of set-off or counterclaim and other rights with respect to
      such
      participation as fully as if such holder of a participation were a direct
      creditor of the Company in the amount of such participation.

     

    Section
      9.05.
      Amendments and Waivers.  No amendment, modification,
      termination or waiver of any provision of this Agreement or any Note or consent
      to any departure by the Company therefrom shall in any event be effective
      without the written concurrence of the Required Banks; provided that
      (a) any amendment, modification, termination or waiver (i) of any provision
      that
      expressly requires the approval or concurrence of all Banks, (ii) of any
      provision that affects the definition of “Required Banks” or
      (iii) of any of the provisions contained in Section
      7.01 hereof and this Section 9.05, shall be
      effective only if evidenced by a writing signed by or on behalf of all Banks,
      (b) any amendment, modification, termination or waiver (i) of any provision
      that
      increases the principal amount of the Commitments or the Loans, changes a Bank’s
pro rata Share or affects the definition of “Termination
      Date”, (ii) that decreases the amount or changes the due date of any
      amount payable in respect of the fees payable hereunder, (iii) of any of the
      provisions contained in Sections 2.10(b) and 2.10(c) hereof or (v) that
      decreases the principal of
      or interest rates borne by the Syndicated Loans, or postpones the payment of
      principal or interest due on the Syndicated Loans, shall be effective only
      if
      evidenced by a writing signed by or on behalf of each Bank affected thereby
      and
      (c) any waiver with respect to a Competitive Bid Loan can be given only by
      the
      Bank affected with respect thereto.  No amendment, modification,
      termination or waiver of any provision of Article 8
      hereof or any of the rights, duties, indemnities or obligations of any


     

    53

     

    Agent,
      as
      agent shall be effective without the written concurrence of such
      Agent.  The Administrative Agent may, but shall have no obligation to,
      with the concurrence of any Bank, execute amendments, modifications, waivers
      or
      consents on behalf of that Bank.  Any waiver or consent shall be
      effective only in the specific instance and for the specific purpose for which
      it was given.  No notice to or demand on the Company in any case shall
      entitle the Company to any further notice or demand in similar or other
      circumstances.  Any amendment, modification, termination, waiver or
      consent effected in accordance with this Section
      9.05 shall be binding upon each present or future Bank and, if signed by the
      Company, on the Company.

     

    Section
      9.06.  Independence
      of Covenants.  All covenants hereunder shall be given independent
      effect so that if a particular action or condition is not permitted by any
      of
      such covenants, the fact that it would be permitted by an exception to, or
      be
      otherwise within the limitation of, another covenant shall not avoid the
      occurrence of an Event of Default or Potential Event of Default if such action
      is taken or condition exists.

     

    Section
      9.07.  Notices.  Unless
      otherwise provided herein, any notice or other communication herein required
      or
      permitted to be given shall be in writing and may be personally served,
      telecopied, telexed or sent by United States mail and shall be deemed to have
      been given when delivered in person, upon receipt of telecopy or telex or four
      Business Days after depositing it in the United States mail, registered or
      certified, with postage prepaid and properly addressed; provided that
      notices to the Administrative Agent shall not be effective until received by
      such Agent.  For the purposes hereof, the addresses of the parties
      hereto (until notice of a change thereof is delivered as provided in this Section 9.07) shall be: (a) in the case of the Company,
      at its address or facsimile number set forth on the signature pages hereof,
      (b)
      in the case of the Administrative Agent, at its address, facsimile number or
      telex number in New York City set forth on the signature pages hereof, (c)
      in
      the case of any Bank, at its address, facsimile number or telex number set
      forth
      in its Administrative Questionnaire or (d) in the case of any party, at such
      other address, facsimile number or telex number as such party may hereafter
      specify for the purpose by notice to the Administrative Agent and the
      Company.

     

    Section
      9.08.  Survival
      of Warranties and Certain Agreements.   (a) All agreements,
      representations and warranties made herein shall survive the execution and
      delivery of this Agreement and the making of the Loans.

     

    (b)  Notwithstanding
      anything in this Agreement or implied by law to the contrary, the agreements
      of
      the Company set forth in Sections 2.10(e) and 2.10(l), the agreements
      of the Company set forth in
      Sections 9.02 and 9.03
      and the agreements of Banks set forth in Sections 8.02(c), 8.04, 9.04
      and 9.05 shall survive
      the payment of the Loans and the termination of this Agreement.

     

    54

     

     

    Section
      9.09.  USA
      PATRIOT Act Notice.   Each Bank that is subject to the USA
      PATRIOT Act and the Administrative Agent (for itself and not on behalf of any
      Bank) hereby notifies the Company that, pursuant to the requirements of the
      USA
      PATRIOT Act, it may be required to obtain, verify and record information that
      identifies the Company, which information includes the name and address of
      the
      Company and other information that will allow such Bank or the Administrative
      Agent, as applicable, to identify the Company in accordance with the USA PATRIOT
      Act.

     

    Section
      9.10.  Failure
      or Indulgence Not Waiver; Remedies Cumulative.  No failure or
      delay on the part of any Bank or lender of any Loan in the exercise of any
      power, right or privilege hereunder or the Loans shall impair such power, right
      or privilege or be construed to be a waiver of any default or acquiescence
      therein, nor shall any single or partial exercise of any such power, right
      or
      privilege preclude other or further exercise thereof or of any other right,
      power or privilege.  All rights and remedies existing under this
      Agreement or the Notes are cumulative to and not exclusive of any rights or
      remedies otherwise available.

     

    Section
      9.11.  Severability.  In
      case any provision in or obligation under this Agreement or Loan shall be
      invalid, illegal or unenforceable in any jurisdiction, the validity, legality
      and enforceability of the remaining provisions or obligations thereof, or of
      such provision or obligation in any other jurisdiction, shall not in any way
      be
      affected or impaired thereby.

     

    Section
      9.12.  Obligations
      Several; Independent Nature of Banks’ Rights.  The obligation of
      each Bank hereunder is several, and no Bank shall be responsible for the
      obligation or commitment of any other Bank hereunder.  Nothing
      contained in this Agreement and no action taken by the Banks pursuant hereto
      shall be deemed to constitute the Banks to be a partnership, an association,
      a
      joint venture or any other kind of entity.  The amounts payable at any
      time hereunder to each Bank shall be a separate and independent debt, and each
      Bank shall be entitled to protect and enforce its rights arising out of this
      Agreement and it shall not be necessary for any other Bank to be joined as
      an
      additional party in any proceeding for such purpose.

     

    Section
      9.13.  Headings.  Section
      and subsection headings in this Agreement are included herein for convenience
      of
      reference only and shall not constitute a part of this Agreement for any other
      purpose or be given any substantive effect.

     

    Section
      9.14 .  Applicable
      Law, Consent To Jurisdiction.

     

    (a)  THIS
      AGREEMENT, THE NOTES AND THE LOANS SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
      AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
      YORK.

     

    55

     

    (b)  ALL
      JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY WITH RESPECT TO THIS AGREEMENT
      OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT
      OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND BY EXECUTION AND DELIVERY
      OF THIS AGREEMENT THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
      PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF
      THE
      AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
      THEREBY IN CONNECTION WITH THIS AGREEMENT.  THE PARTIES HERETO HEREBY
      IRREVOCABLY WAIVE TRIAL BY JURY, AND THE COMPANY HEREBY IRREVOCABLY WAIVES
      ANY
      OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
      OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
      HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
      JURISDICTIONS.

     

    Section
      9.15.  Successors
      and Assigns.  This Agreement shall be binding upon the parties
      hereto and their respective successors and assigns and shall inure to the
      benefit of the parties hereto and the successors and assigns of the
      Banks.  The terms and provisions of this Agreement shall inure to the
      benefit of any assignee or transferee of the Loans and in the event of such
      transfer or assignment, the rights and privileges herein conferred upon the
      Banks shall automatically extend to and be vested in such transferee or
      assignee, all subject to the terms and conditions hereof.  The
      Company’s rights or any interest therein hereunder may not be assigned without
      the written consent of all the Banks except pursuant to a merger, consolidation
      or sale, lease or transfer of assets permitted by Section 6.01 hereof.  The Banks’ rights of
      assignment are limited by and subject to Section
      9.01 hereof.  The Company may, in its sole discretion, upon ten
      (10) days’ prior written notice, replace any of the Banks with one or more banks
provided that (i) the Bank being replaced has concurrently therewith
      been paid in full all amounts due to such Bank hereunder, (ii) the full amount
      of the Commitments remains unchanged and (iii) the percentages of the total
      Commitments allocated to each other Bank (or any successors thereto) remains
      unchanged unless the prior written consent from such Bank has been
      obtained.  Any such Bank so replaced shall, upon written request of
      the Company, execute and deliver such instruments and agreements as are
      reasonably necessary to accomplish the same.

     

    Section
      9.16.  Counterparts;
      Effectiveness.  This Agreement and any amendments, waivers,
      consents or supplements may be executed in any number of counterparts and by
      different parties hereto in separate counterparts, each of which when so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument.  This
      Agreement shall become effective on such date (the “Effective
      Date”) as (i) a counterpart hereof shall be executed by each of the
      parties hereto and copies 

     

    56

     

    hereof
      shall be delivered to the Company and the Administrative Agent and (ii) the
      conditions set forth in Section 3.01 shall be
      satisfied.

     

    57


    
      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first above written.

     

    
      	
              Company:

            
	
              TEXTRON
                INC.

            
	
              By:

            	
              /s 
                /s/Mary F. Lovejoy

            
	
              Title:

            	
              Vi Vice
                President and Treasurer

            


    

    


     

    
      	
              Notice
                Address:

              Textron
                Inc.

              40
                Westminster Street

              Providence,
                RI 02903

              Attention:
                Treasurer

               

              Telephone
                No. (401) 457-6009

              Telecopy
                No. (401) 457-3533

            


    

    


     

    
      	
              with
                a copy to:

              Textron
                Inc.

              40
                Westminster Street

              Providence,
                RI 02903

              Attention:
                General Counsel

            


    

    


    




    
      	
              CITIBANK,
                N.A., as

              Administrative
                Agent and as Bank

            
	
              By:

            	
              /s/
                Peter Kettle

            
	 	
              Name:

            	
              Peter
                Kettle

            
	 	
              Title:

            	
              Director

            


    

    


    


    


    
      	
              Notice
                Address:

              390
                Greenwich Street

              New
                York, NY 10013

               

              Attention:
                Peter Kettle

               

              Telephone
                No. 1 212 723 1214

              Telecopy
                No.  1 646 291 1897

            


    

    


     

    


    
      	
              BANK
                OF AMERICA, N.A.,

              as
                Syndication Agent and as Bank

            
	
              By:

            	
              /s/
                Jeff Hallmark

            
	 	
              Name:

            	
              Jeff
                Hallmark

            
	 	
              Title:

            	
              Senior
                Vice President

            


    

    




    
      	
              GOLDMAN
                SACHS CREDIT PARTNERS, L.P., as Documentation Agent and as
                Bank

            
	
              By:

            	
              /s/
                Bruce H. Mendelsohn

            
	 	
              Name:

            	
              Bruce
                H. Mendelsohn

            
	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    




    COMMITMENT
      SCHEDULE

     

    
      	
              Bank

            	
              Commitment

            
	
              Citibank,
                N.A.

            	
              $250,000,000

            
	
              Bank
                of America, N.A.

            	
              $250,000,000

            
	
              Goldman
                Sachs Credit Partners L.P.

            	
              $250,000,000

            
	
              Total

            	
              $750,000,000

            


    

    




    EXHIBIT
      A
      to

    Credit
      Agreement

     

    TEXTRON
      INC.

     

    PROMISSORY
      NOTE

     

    New
      York,
      New York

    _____
      __,
      20__

     

    FOR
      VALUE
      RECEIVED, the undersigned TEXTRON INC., a Delaware corporation (the
“Company”), HEREBY PROMISES TO PAY to the order of
      ______________ (the “Payee”) for the account of its Applicable
      Lending Office, on the maturity date provided for in the Credit Agreement,
      the
      unpaid principal amount of each Loan made by the Payee to the Company pursuant
      to the Credit Agreement referred to below.

     

    The
      Company also promises to pay interest on the unpaid principal amount hereof
      from
      the date hereof until paid in full at the rates and at the times which shall
      be
      determined in accordance with the provisions of the Credit Agreement dated
      as of
      October 26, 2007 (such Agreement, as amended, amended and restated, supplemented
      or otherwise modified from time to time, being the “Credit Agreement”) among the
      Company and the Banks and Agents party thereto.

     

    This
      Note
      is one of the Company’s “Notes” and is issued pursuant to and entitled to the
      benefits of the Credit Agreement to which reference is hereby made for a more
      complete statement of the terms and conditions under which the Loans evidenced
      hereby were made and are to be repaid.  Capitalized terms used herein
      without definition shall have the meanings set forth in the Credit
      Agreement.

     

    All
      payments of principal and interest in respect of this Note shall be made in
      the
      currency in which the Loan is denominated in same day funds (or, if the Loan
      was
      made in an Alternative Currency, in such funds as may be then customary for
      the
      settlement of international transactions in such Alternative Currency), in
      accordance with the terms of the Credit Agreement.  Each of the Payee
      and any subsequent holder of this Note agrees, by its acceptance hereof, that
      before disposing of this Note or any part thereof it will make a notation on
      the
      Schedule attached hereto of all principal payments previously made hereunder
      and
      of the date to which interest hereon has been paid; provided, however,
      that the failure to make a notation of any payment made on this Note shall
      not
      limit or otherwise affect the obligation of the Company hereunder with respect
      to payments of principal or interest on this Note.

     

    
      
            Whenever
          any
          payment on this Note shall be stated to be due on a day which is not a
          Business
          Day, such payment shall be made on the next succeeding Business Day and
          such
          extension of time shall be included in the computation of the payment of
          interest on this Note; provided, however, that in the event that the
          day on which payment relating to a Eurodollar Rate Loan is due is not a
          Business
          Day but is a day of the month after which no further Business Day occurs
          in such
          month, then the due date thereof shall be the next preceding Business
          Day.

      

    

     

    This
      Note
      is subject to mandatory prepayment as provided in Section 2.08(c) of the Credit Agreement and prepayment
      at the option of the Company as provided in Section
      2.08(b) of the Credit Agreement.

     

    Upon
      the
      occurrence of an Event of Default, the unpaid balance of the principal amount
      of
      this Note, together with all accrued but unpaid interest thereon, may become,
      or
      may be declared to be (shall automatically become and be declared to be, in
      the
      case of certain Events of Default relating to bankruptcy matters), due and
      payable in the manner, upon the conditions and with the effect provided in
      the
      Credit Agreement.

     

    The
      terms
      of this Note are subject to amendment only in the manner provided in the Credit
      Agreement.

     

    The
      Company promises to pay all costs and expenses, including attorneys’ fees, all
      as provided in Section 9.02 of the Credit Agreement,
      incurred in the collection and enforcement of this Note.  The Company
      hereby consents to renewals and extensions of time at or after the maturity
      hereof, without notice, and hereby waives diligence, presentment, protest,
      demand and notice of every kind and, to the full extent permitted by law, the
      right to plead any statute of limitations as a defense to any demand
      hereunder.

     

    The
      Credit Agreement and this Note shall be governed by, and shall be construed
      and
      enforced in accordance with, the laws of the State of New York.

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be executed and delivered
      by its duly authorized officer, as of the day and year and at the place first
      above written.

     

    
      	
              TEXTRON
                INC.

            
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    
 

    2

    EXHIBIT
      A

     

    LOANS
      AND PRINCIPAL PAYMENTS SCHEDULE

     

    


    
      	
              
                Date

              

            	
              
                Type
                  of Loan Made This Date

              

            	
              
                Amount
                  of Loan Made This Date

              

            	
              
                Amount
                  of Principal Paid This Date

              

            	
              
                Outstanding
                  Principal Balance This Date

              

            	
              
                Notation
                  Made By

              

            
	 	 	 	 	 	 


    

    


    


     

    3


    EXHIBIT
      B
      to

    Credit
      Agreement

     

    OPINION
      OF COUNSEL


     

    FOR
      THE


     

    COMPANY


     

    [Letterhead
      of Textron Inc.]


     

    [DATE]

     

    


    Citibank,
      N.A.,

    as
      Administrative Agent

    390
      Greenwich Street

    New
      York,
      NY 10013

    and

    The
      Banks
      Party to the Credit

    Agreement
      Referenced Below

    


    
      	
               

            	
              Re:

            	
              Credit
                Agreement dated as of October 26, 2007 among Textron Inc. and the
                Banks
                and Agents party thereto.

            


    

    
      	
               

            	 


    

    


    Ladies
      and Gentlemen:

     

    I
      am the
      Senior Associate General Counsel of Textron Inc., a Delaware corporation
      (“Company”).  This opinion is rendered to you
      pursuant to Section 3.01(b) of the Credit Agreement
      dated as of October 26, 2007 (the “Credit Agreement”) among the
      Company and the Banks and Agents party thereto.  The undersigned has
      prepared this opinion and delivered it to the Banks for their benefit at the
      request of the Company.  Unless otherwise defined herein, capitalized
      terms used herein have the meanings set forth in the Credit
      Agreement.

     

    In
      my
      capacity as Senior Associate General Counsel I have examined originals, or
      copies identified to my satisfaction, of such records, documents or other
      instruments as in my judgment are necessary or appropriate to enable me to
      render the opinions expressed below.  I am familiar, either directly
      or by inquiry of other officers or employees of the Company and its Subsidiaries
      or others, and/or through examination of the Company’s and its Subsidiaries’
books and records, with the business, affairs and records of the Company and
      its
      Subsidiaries requisite to giving this opinion.  Where and as this
      opinion states conclusions

     

     

     

     based
      upon the absence of facts, I have received in the course of my employment no
      contrary information and would expect to receive such information if an officer
      of the Company had notice thereof.

     

    I
      have
      been furnished with, and have obtained and relied without independent
      investigation upon, such certificates and assurances from public officials
      as I
      have deemed necessary or appropriate.  In my examinations, I have
      assumed (a) the genuineness of all signatures as to all parties other than
      the
      Company, the conformity to original documents of all documents submitted to
      them
      as copies or drafts and the authenticity of such originals of such latter
      documents, (b) as to all Persons other than the Company, the due completion,
      execution, acknowledgment as indicated thereon and delivery of documents recited
      herein and therein and the validity and enforceability against all parties
      thereto, and (c) that each Person other than the Company which is a party to
      the
      Credit Agreement has full power, authority and legal right, under its charter
      and other governing documents, corporate legislation and the laws of its
      jurisdiction of incorporation, to perform its respective obligations under
      the
      Credit Agreement.

     

    I
      have
      investigated such questions of law for the purpose of rendering this opinion
      as
      I have deemed necessary.  I am opining herein only as to the United
      States federal laws, the corporate laws of the State of Delaware and the laws
      of
      the State of New York.

     

    On
      the
      basis of the foregoing, and in reliance thereon, and subject to the limitations,
      qualifications and exceptions set forth herein, I am of the opinion
      that:

     

    1.           The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of its jurisdiction of incorporation.  The Company has
      all requisite corporate power and authority to own and operate its properties,
      to carry on its business as now conducted and proposed to be conducted, to
      enter
      into the Credit Agreement and to carry out the transactions contemplated
      thereby.

     

    2.           The
      Company is in good standing wherever necessary to carry on its present business
      and operations, except in jurisdictions in which the failure to be in good
      standing has not had and will not have a material adverse effect on the conduct
      of the business of Company and its Subsidiaries, taken as a whole.

     

    3.           The
      execution, delivery and performance of the Credit Agreement and the borrowing
      of
      the Loans have been duly authorized by all necessary corporate action by the
      Company.

     

    4.           The
      execution, delivery and performance by the Company of the Credit Agreement
      and
      the issuance, delivery and performance of the Notes issued thereunder today
      and
      the borrowing of the Loans do not and will not (i) violate 

     

    B-2

     

    any
      provision of law applicable to the Company or any of its Subsidiaries, the
      Certificates of Incorporation or By-laws of the Company or any of its
      Subsidiaries, or, to my knowledge (after inquiry), any order, judgment or decree
      of any court or other agency of government binding on the Company or any of
      its
      Subsidiaries, (ii) conflict with, result in a breach of or constitute (with
      due
      notice or lapse of time or both) a default under any Contractual Obligation
      of
      the Company or any of its Subsidiaries of which I am aware (after inquiry),
      (iii) result in or require the creation or imposition of any material Lien
      upon
      any of the material properties or assets of the Company or any of its
      Subsidiaries under any such Contractual Obligation or (iv) require any approval
      of stockholders or any approval or consent of any Person under any Contractual
      Obligation of the Company or any of its Subsidiaries of which I am aware (after
      inquiry) other than such approvals and consents which will be obtained on or
      before the Effective Date.

     

    5.           The
      execution, delivery and performance by the Company of the Credit Agreement
      and
      the issuance, delivery and performance by the Company of the Notes to be issued
      by the Company today will not require any registration with, consent or approval
      of, or notice to, or other action to, with or by, any federal, state or other
      Governmental Authority or regulatory body other than any such registration,
      consent, approval, notice or other action which has been duly made, given or
      taken.

     

    6.           The
      Credit Agreement and the Notes issued thereunder today are, and, each Loan
      when
      made will be, the legally valid and binding obligations of the Company,
      enforceable against the Company in accordance with their  respective
      terms, except as enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to
      enforceability.

     

    7.           Except
      as disclosed in the Financial Statements delivered to the Banks pursuant to
Section 4.03 of the Credit Agreement, to my knowledge
      (after inquiry), there is no action, suit, proceeding, governmental
      investigation or arbitration (whether or not purportedly on behalf of the
      Company or any of its Subsidiaries) at law or in equity or before or by any
      federal, state, municipal or other governmental department, commission, board,
      bureau, agency, court or instrumentality, domestic or foreign, pending or,
      to my
      knowledge threatened against or affecting the Company or any of its Subsidiaries
      or any property of the Company or any of its Subsidiaries which is probable
      of
      being successful and which would have Material Adverse Effect.

     

    8.           Neither
      the Company nor any of its Subsidiaries is subject to any federal or state
      statute or regulation limiting its ability to incur Indebtedness for money
      borrowed as contemplated by the Credit Agreement.

     

    B-3

     

    9.           Neither
      the Company nor any of its Subsidiaries is engaged principally, or as one of
      its
      important activities, in the business of extending credit for the purpose of
      purchasing or carrying any Margin Stock.

     

    


    Very
      truly yours,

    
 

    B-4

     

     

    Exhibit
      C
      to

    Credit
      Agreement

    


    


    [Letterhead
      of

    Davis
      Polk & Wardwell]

     

    


    [Date]

    


    


    To
      the
      Banks and the Agents

    Referred
      to Below

    c/o
      CITIBANK, N.A.,

    as
      Administrative Agent

    390
      Greenwich Street

    New
      York,
      NY 10013

    


    Dear
      Sirs:

     

    We
      have
      participated in the preparation of the Credit Agreement dated as of October
      26,
      2007 (the “Credit Agreement”) among Textron Inc., a Delaware
      corporation (the “Company”) and the Banks and Agents party
      thereto, and have acted as special counsel for the Agents for the purpose of
      rendering this opinion pursuant to Section 3.01(c)
      of the Credit Agreement.  Terms defined in the Credit Agreement are
      used herein as therein defined.

     

    We
      have
      examined originals or copies, certified or otherwise identified to our
      satisfaction, of such documents, corporate records, certificates of public
      officials and other instruments and have conducted such other investigations
      of
      fact and law as we have deemed necessary or advisable for purposes of this
      opinion.

     

    Upon
      the
      basis of the foregoing, we are of the opinion that:

     

    1.           The
      execution, delivery and performance by the Company of the Credit Agreement
      are
      within the Company’s corporate powers and have been duly authorized by all
      necessary corporate action.

     

    2.           The
      Credit Agreement constitutes a valid and binding agreement of the Company and
      the Notes to be issued thereunder today constitute a valid and binding
      obligation of the Company, in each case enforceable in accordance with its
      terms, subject to applicable bankruptcy, insolvency or similar laws affecting
      creditors’ rights generally and general principles of equity.

     

    We
      are
      members of the Bar of the State of New York and the foregoing opinion is limited
      to the laws of the State of New York, the federal laws of the United States
      of
      America and the General Corporation Law of the State of Delaware. In giving
      the
      foregoing opinion, we express no opinion as to the effect (if any) of any law
      of
      any jurisdiction (except the State of New York) in which any Bank is located
      which limits the rate of interest that such Bank may charge or
      collect.

     

    This
      opinion is rendered solely to you in connection with the above
      matter.  This opinion may not be relied upon by you for any other
      purpose or relied upon by any other Person without our prior written
      consent.

     

    Very
      truly yours,

    
 

    C-2

    Exhibit
      D-1 to

    Credit
      Agreement

     

    [FORM
      OF
      NOTICE OF SYNDICATED BORROWING]

     

    Pursuant
      to Section 2.01(b) of that certain Credit Agreement
      dated as of October 26, 2007 among Textron Inc., a Delaware corporation (the
      “Company”), and the Banks and Agents party thereto (such
      Agreement as amended to the date hereof being the “Credit
      Agreement”), this represents the Company’s request to borrow on
      __________, 20__ from the Banks in accordance with each Bank’s pro rata
      Share ­$__________ [specify amount] as [Base Rate/Eurodollar Rate]
      Loans.  [The initial Interest Period for such Loans is requested to be
      a __________ period.] The proceeds of such Loans are to be deposited in the
      Company’s account designated below.  The Company represents and
      warrants to the Banks and the Agent that, after giving effect to the Borrowing
      requested hereby and the making of all loans requested but not funded as of
      the
      proposed Funding Date of the Borrowing requested hereby, the aggregate principal
      amount of all Loans outstanding is $____________.  Capitalized terms
      used herein without definition shall have the meanings set forth in the Credit
      Agreement.

     

    Dated:

    


    
      	
              TEXTRON
                INC.

            
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 
              
              AccountDesignation

            	 
	 	 Name
              of Bank	 
	 	 Account
              Number:	 


    

    


     

    




    Exhibit
      D-2 to

    Credit
      Agreement

     

    [FORM
      OF NOTICE OF COMPETITIVE BID BORROWING]

     

    [Name
      and
      Address of Bank]

     

    Gentlemen:

     

    The
      undersigned refers to the Credit Agreement, dated as of October 26, 2007, among
      Textron Inc., and the Banks and Agents party thereto (such agreement as amended
      to the date hereof being the “Credit Agreement”) and hereby
      gives you notice pursuant to Section 2.02(b) of the
      Credit Agreement that the undersigned hereby requests a Competitive Bid Loan
      under the Credit Agreement, and in that connection sets forth the terms on
      which
      such Competitive Bid Loan is requested to be made:

     

    (A)          Date
      of Competitive Bid
      Borrowing                                                                         __________________

    (B)          Amount
      of Competitive Bid
      Loan                                                                             
__________________

    (C)          Interest
      Period (Maturity
      Date)                                                                            
     __________________

    (D)          Amount
      of Competitive Bid
      Loan                                                                            
__________________

    (E)          Account
      Designation:

    Bank                                                                                                                      __________________

    Account
      Number                                                                                               
__________________

    (F)          Interest
      Payment
      Date(s)                                                                                 
           __________________

    (G)          Type
      of Competitive Bid Loan

    (Absolute
      Rate/LIBOR)                                                                                      
__________________

    
      	
              (H)

            	
              Aggregate
                Principal Amount of

            


    

    
      	
              Loans
                Outstanding:

            	
              __________________

            


    

    1(I)                                                                                  ______________________________________________

     

    

      

    

      
      1
        Insert additional
        terms, if any.

       

    



    The
      undersigned hereby confirms and represents, as of the date hereof and as of
      the
      date of the Competitive Bid Loan, that [2] have been satisfied.

     

    Dated:

     

    
      	
              Very
                truly yours,

               

              TEXTRON
                INC.

            
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    

      

    

      
      2
        Insert conditions
        to Borrowing as agreed between the Company and the Bank.

       

       

      D-2-2

       

    



    Exhibit
      D-3 to

    Credit
      Agreement

     

    [FORM
      OF NOTICE OF CONVERSION/CONTINUATION]

     

    Pursuant
      to that certain Credit Agreement dated as of October 26, 2007 (as amended to
      the
      date hereof, the “Credit Agreement”) among Textron Inc. (the
“Company”) and the Banks and Agents party thereto,
      this
      represents the Company’s request [A: to convert $_________ in principal amount
      of presently outstanding Base Rate Loans with an Interest Payment Date of
      __________, 20__ to Eurodollar Rate Loans on __________, 20__.  The
      Interest Period for such Eurodollar Rate Loans commencing on such Interest
      Payment Date is requested to be a __________ period.] [B: to continue as
      Eurodollar Rate Loans __________ in principal amount of presently outstanding
      Eurodollar Rate Loans with an Interest Payment Date of __________,
      20__.  The Interest Period for such Eurodollar Rate Loans commencing
      on such Interest Payment Date is requested to be a __________ period.]3

     

    The
      undersigned officer, to the best of his knowledge, and the Company certify
      that
      no Event of Default or Potential Event of Default has occurred and is continuing
      under the Credit Agreement.  Capitalized terms used herein without
      definition have the meanings set forth in the Credit Agreement.

     

    Dated:

    


    
      	
              TEXTRON
                INC.

            
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    

      

    

      
      3
        Insert A or B with
        appropriate insertions.

       

    



    Exhibit
      E
      to

    Credit
      Agreement

     

    TEXTRON
      INC.


     

    Compliance
      Certificate

     

    With
      reference to the provisions of Section 5.01 of the
      Credit Agreement (the “Agreement”) dated as of October 26,
      2007, as amended, among Textron Inc. (the  “Company”)
      and the Banks and Agents party thereto, the undersigned, being Vice President
      and Controller (Principal Accounting Officer) of the Company, hereby certifies
      that:

     

    
      	
               

            	
              (a)

            	
              the
                consolidated balance sheet at [insert date] and the related consolidated
                statements of income and cash flows for the year then ended which
                were
                included in the accompanying Annual Report on Form 10-K/10-Q for
                the
                [year/quarter] ended [insert date], present fairly the consolidated
                financial position of Textron Inc. at [insert date] and the consolidated
                results of its operations and its cash flows for the year then ended,
                in
                conformity with generally accepted accounting principles which have
                been
                applied on a consistent basis during the period except as noted in
                such
                Report;

            


    

     

    
      	
               

            	
              (b)

            	
              with
                respect to Section 6.03(a) of the Agreement, (x) the Consolidated
                Indebtedness of Textron Manufacturing less Net U.S. Based Cash
                did not exceed (y) an amount equal to 65% of (i) Consolidated
                Capitalization less (ii) Net U.S. Based Cash (as such terms
                are defined in the Agreement) as at [insert date] (see Schedule A
                attached
                hereto);

            


    

     

    
      	
               

            	
              (c)

            	
              the
                undersigned has reviewed the terms of the Agreement and has made,
                or
                caused to be made under the undersigned’s supervision, a review in
                reasonable detail of the transactions and condition of the Company
                and its
                consolidated subsidiaries during the accounting period covered by
                the
                above-referenced financial statements and the undersigned has no
                knowledge
                of the existence as at the date of this certificate of any condition
                or
                event which constitutes an Event of Default or a Potential Event
                of
                Default (as such terms are defined in the
                Agreement).

            


    

     



    IN
      WITNESS WHEREOF, the undersigned has hereunto set his hand this ___ day of
      _________, ____.

     

    


    ______________________________

    Vice
      President and Controller

    
 

    E-2

     

     

     

     

     

    Schedule
      A

     

    TEXTRON
      INC.

    Financial
      Covenant

    (in
      millions)

     

    
      	 	
              [Insert
                Date]

            
	
              Section
                6.03(a) -

            	 
	
              Consolidated
                Indebtedness of Textron Manufacturing

            	
              $

            
	
              Less:
                Net U.S. Based Cash

            	
                 (                        )

            
	
                  Equals:

            	
              $

            
	
              Maximum
                permitted:

            	 
	
              Consolidated
                Capitalization, i.e., the sum of (without duplication):

            	 
	
                
                 (a) Consolidated Indebtedness of
                Textron   Manufacturing

            	
              $

            
	
              (b)
                Plus Consolidated Net Worth

            	 
	
              (b)
                Plus preferred stock of the Company

            	 
	
              (c)
                Plus other securities of the Company convertible (whether
                mandatorily or at the option of the holder) into capital stock of
                the
                Company

            	 
	
              Equals:
                Consolidated Capitalization

            	
              $

            
	 	 
	
              Less:
                Net U.S. Based Cash

            	
                 (                        )

            
	 	 
	
              Equals:

            	
              $

            
	 	 
	
              X
                65% equals maximum permitted as of [Insert Date]

            	
              $

            


    

    


    




    Exhibit
      F
      to

    Credit
      Agreement

     

    FORM
      OF
      TRANSFER SUPPLEMENT

     

    TRANSFER
      SUPPLEMENT, dated as of __________, 20__, among [NAME OF BANK] (the
“Transferor Bank”) and each bank listed as a Purchasing Bank on
      the signature pages hereof (each, a “Purchasing Bank”), and
      Citibank, N.A., as Administrative Agent (the “Agent”) for the
      Banks under the Credit Agreement described below and as agreed to by Textron
      Inc., a Delaware corporation (the “Company”).

     

    WITNESSETH

     

    WHEREAS,
      this Transfer Supplement is being executed and delivered pursuant to Section 9.01(f) of the Credit Agreement dated as of
      October 26, 2007 among the Company, the Agent, the Banks and other Agents party
      thereto (as such agreement may be amended, amended and restated, supplemented,
      or otherwise modified from time to time, the “Credit
      Agreement”); capitalized terms used and not otherwise defined herein
      being used herein as therein defined);

     

    WHEREAS,
      each Purchasing Bank (if it is not already a Bank party to the Credit Agreement)
      wishes to become a Bank party to the Credit Agreement; and

     

    WHEREAS,
      the Transferor Bank is selling and assigning to each Purchasing Bank certain
      rights, obligations and commitments of the Transferor Bank under the Credit
      Agreement;

     

    NOW,
      THEREFORE, the parties hereto hereby agree as follows:

     

    (a)           Upon
      the execution and delivery of this Transfer Supplement by each Purchasing Bank,
      the Transferor Bank, the Agent and the Company, each such Purchasing Bank shall
      be a Bank party to the Credit Agreement for all purposes thereof.

     

    (b)           The
      Transferor Bank acknowledges receipt from each Purchasing Bank of an amount
      equal to the purchase price, as agreed between the Transferor Bank and such
      Purchasing Bank, of the portion being purchased by such Purchasing Bank (such
      Purchasing Bank’s “Purchased Pro Rata Share”) of the outstanding principal
      amount of, and accrued interest on, the Loans and all other amounts owing to
      the
      Transferor Bank under the Credit Agreement to the extent shown on Schedule
      I
      hereto.  The Transferor Bank hereby irrevocably sells, assigns and
      transfers to each Purchasing Bank, without recourse, representation or warranty,
      and each Purchasing Bank hereby irrevocably purchases, takes and assumes from
      the Transferor Bank, such Purchasing Bank’s Purchased Pro Rata 

     

     

     

     

    Share
      of
      the Commitment of the Transferor Bank and the presently outstanding Loans and
      other amounts owing to the Transferor Bank under the Credit Agreement as shown
      on Schedule I, together with all the corresponding rights and obligations of
      the
      Transferor Bank in, to and under all instruments and documents pertaining
      thereto.

     

    (c)           The
      Transferor Bank has made arrangements with each Purchasing Bank with respect
      to
      the portion, if any, to be paid by the Transferor Bank to such Purchasing Bank
      of fees heretofore received by the Transferor Bank pursuant to the Credit
      Agreement.

     

    (d)           Each
      Purchasing Bank or the Transferor Bank (as they have mutually agreed) has paid
      to the Agent a non-refundable fee of $3,000 (per Purchasing Bank) to cover
      administrative and other expenses, as provided in Section 9.01(e) of the Credit Agreement.

     

    (e)           From
      and after the date hereof, principal, interest, fees, commissions and other
      amounts that would otherwise be payable to or for the account of the Transferor
      Bank pursuant to or in respect of the Credit Agreement  shall,
      instead, be payable to or for the account of the Transferor Bank and each of
      the
      Purchasing Banks, as the case may be, in accordance with their respective
      interests as reflected in this Transfer Supplement, whether such amounts have
      accrued prior to the date hereof or accrue subsequent to the date
      hereof.

     

    (f)           Concurrently
      with the execution and delivery hereof, the Company, the Transferor Bank and
      each Purchasing Bank shall make appropriate arrangements so that replacement
      Notes, if requested, are issued to the Transferor Bank, and new Notes or
      replacement Notes, if requested, are issued to each Purchasing Bank, in each
      case in principal amounts reflecting, in accordance with the Credit Agreement,
      outstanding Loans owing to them in which they participate and, as appropriate,
      their Commitment (as adjusted pursuant to this Transfer Supplement) as shown
      in
      Schedule I.

     

    (g)           Concurrently
      with the execution and delivery hereof, the Agent will, at the expense of the
      Transferor Bank, provide to each Purchasing Bank (if it is not already a Bank
      party to the Credit Agreement) conformed copies of all documents delivered
      to
      the Agent on the Effective Date in satisfaction of the conditions precedent
      set
      forth in the Credit Agreement.

     

    (h)           Each
      of the parties to this Transfer Supplement agrees that at any time and form
      time
      to time upon the written request of any other party, it will execute and deliver
      such further documents and do such further acts and things as such other party
      may reasonably request in order to effect the purposes of this Transfer
      Supplement.

     

     

    F-2

     

    (i)           Schedule
      I hereto sets forth the revised Commitment, amount of outstanding Loans and
      the
pro rata Shares of the Transferor Bank and each Purchasing Bank as well
      as administrative information with respect to each Purchasing Bank.

     

    (j)           THIS
      TRANSFER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE
      LAWS OF THE STATE OF NEW YORK.

     

     

    F-3


    IN
      WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement to
      be
      executed by their respective duly authorized officers as of the date first
      set
      forth above.

     

    
      	
              [NAME
                OF BANK], as Transferor Bank

            
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    
      	
              [NAME
                OF PURCHASING BANK],

              as
                Purchasing Bank

            
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    
      	
              CITIBANK,
                N.A.

              as
                Administrative Agent

            
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    
      	
              [Agreed
                to as of this __

              day
                of ______, 20__

            
	
              TEXTRON
                INC.

            
	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    F-4


     

     

    SCHEDULE
      I

     

    to

    Transfer
      Supplement dated as of ______, 20__

     

    [Transferor
      Bank]

     

    Amount
      of
      Commitment, Outstanding Loans and pro rata Share:

     

    
      	
              Prior
                to giving effect to transfer:

            	 
	
              Amount
                of Commitment

            	
              $

            
	
              Amount
                of Outstanding Syndicated Loans

            	
              $

            
	
              Amount
                of Outstanding Competitive Bid Loans

            	
              $

            
	
              Pro
                rata Share

            	
              %

            
	
              After
                giving effect to transfer:

            	 
	
              Amount
                of Commitment

            	
              $

            
	
              Amount
                of Outstanding Syndicated Loans

            	
              $

            
	
              Amount
                of Outstanding Competitive Bid Loans

            	
              $

            
	
              Pro
                rata Share

            	
              %

            
	 	 	 
	
              [Purchasing
                Bank]

            	 	 
	
              Offices:

            	 
	
              Domestic
                Lending Office

            	
              Notices

            
	
              Address:

              Attn:

              Telephone:

              Telecopy:

            	 
	
              Eurodollar
                Lending Office

            	
              Notices

            
	
              Address:

              Attn:

              Telephone:

              Telecopy:

            	 
	
              Commitment,
                Loans Transferred and pro rata Share:

            	 
	
              Amount
                of Commitment

            	
              $

            
	
              Amount
                of Outstanding Loans

            	
              $

            
	
              Purchased
                Pro Rata Share

            	
              %