form10k12312009b.htm


    
      
        

        

      

      EXHIBIT 4(g)

       

      
        EXECUTION
COPY

                                                                                                                      

         

        U.S.
$1,000,000,000

         

        FIVE-YEAR
CREDIT AGREEMENT

         

        Dated as
of December 7, 2007

         

        Among

         

        THE BLACK & DECKER
CORPORATION,

         

        BLACK
& DECKER LUXEMBOURG FINANCE S.C.A

         

        and

         

        BLACK & DECKER LUXEMBOURG
S.AR.L.,

         

        as Initial Borrowers,

         

        and

         

        THE INITIAL LENDERS NAMED
HEREIN,

         

        as Initial Lenders,

         

        and

         

        CITIBANK, N.A.,

         

        as Administrative Agent,

         

        and

         

        JPMORGAN
CHASE BANK, N.A.

         

        as Syndication Agent

         

        and

         

        BANK
OF AMERICA, N.A.

         

        BNP
PARIBAS

         

        and

         

        COMMERZBANK
AG,

         

        as Documentation Agents

         

                                                                                                                      


         

        J.P.
MORGAN SECURITIES INC.

         

        and

         

        CITIGROUP
GLOBAL MARKETS INC.,

         

        as Lead Arrangers and Bookrunners

         

                                                                                                                      

        


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  TABLE
      OF CONTENTS

                
	 
      	 
      
	
                  ARTICLE
      I

                	 
      
	
                      SECTION
      1.01.  Certain Defined
      Terms

                	
                  1

                
	
                      SECTION
      1.02.  Computation of Time
      Periods

                	
                  20

                
	
                  ARTICLE
      II

                	
                  20

                
	
                      SECTION
      2.01.  The Revolving Credit
      Advances and Letters of Credit

                	
                  20

                
	
                      SECTION
      2.02.  Making the Revolving
      Credit Advances

                	
                  21

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

                  Credit

                	
                  22

                
	
                      SECTION
      2.04.  Fees

                	
                  24

                
	
                      SECTION
      2.05.  Termination or
      Reduction of the Commitments

                	
                  24

                
	
                      SECTION
      2.06.  Repayment of Revolving
      Credit Advances

                	
                  25

                
	
                      SECTION
      2.07.  Interest on Revolving
      Credit Advances

                	
                  26

                
	
                      SECTION
      2.08.  Interest Rate
      Determination

                	
                  27

                
	
                      SECTION
      2.09.  Optional Conversion of
      Revolving Credit Advances

                	
                  28

                
	
                      SECTION
      2.10.  Optional Prepayments
      of Revolving Credit Advances

                	
                  29

                
	
                      SECTION
      2.11.  Increased
      Costs

                	
                  29

                
	
                      SECTION
      2.12.  Illegality

                	
                  30

                
	
                      SECTION
      2.13.  Payments and
      Computations

                	
                  31

                
	
                      SECTION
      2.14.  Taxes

                	
                  32

                
	
                      SECTION
      2.15.  Sharing of Payments,
      Etc.

                	
                  35

                
	
                      SECTION
      2.16.  Defaulting
      Lenders

                	
                  36

                
	
                      SECTION
      2.17.  Extension of
      Termination Date

                	
                  36

                
	
                      SECTION
      2.18.  Use of
      Proceeds

                	
                  39

                
	
                      SECTION
      2.19.  Increase in the Aggregate Revolving Credit
      Commitments

                	
                  39

                


           

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

          	
                      SECTION
      2.20.  Evidence of
      Debt

                	
                  40

                
	
                      SECTION
      2.21.  Addition of Issuing
      Banks

                	
                  41

                
	
                  ARTICLE
      III

                	 
      
	
                      SECTION
      3.01.  Conditions Precedent
      to Effectiveness of Section 2.01

                	
                  42

                
	
                      SECTION
      3.02.  Conditions Precedent
      to the Initial Borrowing of Each Designated

                  Subsidiary

                	
                  44

                
	
                      SECTION
      3.03.  Conditions Precedent
      to Each Revolving Credit Borrowing and

                  Each Issuance

                   

                	
                  45

                
	
                      SECTION
      3.04.  Conditions Precedent
      to Each Extension Date and Each

                  Commitment Increase

                   

                	
                  45

                
	
                      SECTION
      3.05.  Determinations Under
      Section 3.01

                	
                  46

                
	
                  ARTICLE
      IV

                	 
      
	
                      SECTION
      4.01.  Representations and
      Warranties of the Borrowers

                	
                  46

                
	
                  ARTICLE
      V

                	 
      
	
                      SECTION
      5.01.  Affirmative
      Covenants

                	
                  48

                
	
                      SECTION
      5.02.  Negative
      Covenants

                	
                  52

                
	
                      SECTION
      5.03.  Financial
      Covenants

                	
                  55

                
	
                  ARTICLE
      VI

                	 
      
	
                      SECTION
      6.01.  Events of
      Default

                	
                  55

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

                	
                  57

                
	
                  ARTICLE
      VII

                	 
      
	
                      SECTION
      7.01.  Unconditional
      Guarantee

                	
                  58

                
	
                      SECTION
      7.02.  Guarantee
      Absolute

                	
                  58

                
	
                      SECTION
      7.03.  Waivers

                	
                  59

                
	
                      SECTION
      7.04.  Subrogation

                	
                  60

                
	
                      SECTION
      7.05.  Continuing Guarantee;
      Assignments

                	
                  60

                


           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

           

          	
                  ARTICLE
      VIII

                	 
      
	
                      SECTION
      8.01.  Authorization and
      Authority

                	
                  61

                
	
                      SECTION
      8.02.  Administrative Agent
      Individually

                	
                  61

                
	
                      SECTION
      8.03.  Duties of
      Administrative Agent; Exculpatory Provisions

                	
                  62

                
	
                      SECTION
      8.04.  Reliance by
      Administrative Agent

                	
                  63

                
	
                      SECTION
      8.05.  Indemnification

                	
                  64

                
	
                      SECTION
      8.06.  Resignation of
      Administrative Agent

                	
                  64

                
	
                      SECTION
      8.07.  Non-Reliance on
      Administrative Agent and Other Lenders

                	
                  65

                
	
                      SECTION
      8.08.  No Other Duties,
      etc

                	
                  66

                
	
                  ARTICLE
      IX

                	 
      
	
                      SECTION
      9.01.  Amendments, Etc.

                	
                  66

                
	
                      SECTION
      9.02.  Notices, Etc.

                	
                  67

                
	
                      SECTION
      9.03.  No Waiver;
      Remedies

                	
                  68

                
	
                      SECTION
      9.04.  Costs and
      Expenses

                	
                  69

                
	
                      SECTION
      9.05.  Right of
      Setoff

                	
                  70

                
	
                      SECTION
      9.06.  Binding
      Effect

                	
                  70

                
	
                      SECTION
      9.07.  Assignments and
      Participations

                	
                  71

                
	
                      SECTION
      9.08.  Designated
      Subsidiaries

                	
                  76

                
	
                      SECTION
      9.09.  Confidentiality

                	
                  77

                
	
                      SECTION
      9.10.  Governing
      Law

                	
                  78

                
	
                      SECTION
      9.11.  Execution in
      Counterparts

                	
                  78

                
	
                      SECTION
      9.12.  Jurisdiction, Etc.

                	
                  78

                
	
                      SECTION
      9.13.  No Liability of the
      Issuing Banks

                	
                  79

                
	
                      SECTION
      9.14.  Patriot
      Act

                	
                  79

                
	
                      SECTION
      9.15.  Judgments

                	
                  79

                


           

           

          
            
              
              

            

            
              iii

              
                

              

            

            
              
              

            

          

           

          	
                      SECTION
      9.16.  Waiver of Jury
      Trial

                	
                  81

                


        

        


         

        SCHEDULES

         

        
          	
                  Schedule
      I

                	
                  -

                	
                  Applicable
      Lending Office

                
	
                  Schedule
      2.01

                	
                  -

                	
                  Existing
      Letters of Credit

                
	
                  Schedule
      4.01

                	
                  -

                	
                  Environmental
      Compliance

                
	
                  Schedule
      5.02(a)

                	
                  -

                	
                  Existing
      Liens

                


        

        


        EXHIBITS

        


        
          	
                  Exhibit
      A

                	
                  -

                	
                  Form
      of Note

                
	
                  Exhibit
      B

                	
                  -

                	
                  Form
      of Notice of Borrowing

                
	
                  Exhibit
      C

                	
                  -

                	
                  Form
      of Assignment and Acceptance

                
	
                  Exhibit
      D

                	
                  -

                	
                  Form
      of Assumption Agreement

                
	
                  Exhibit
      E-1

                	
                  -

                	
                  Form
      of Opinion of Counsel for the Borrowers

                
	
                  Exhibit
      E-2

                	
                  -

                	
                  Form
      of Opinion of Special Counsel for BDLF and BDL

                
	
                  Exhibit
      E-3

                	
                  -

                	
                  Form
      of Opinion of Special Counsel for a Designated
  Subsidiary

                
	
                  Exhibit
      F

                	
                  -

                	
                  Form
      of Designation Letter

                
	
                  Exhibit
      G

                	
                  -

                	
                  Form
      of Acceptance of Process Agent

                


        

        


         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

      

       

       

       

       

      FIVE-YEAR
CREDIT AGREEMENT

       

      Dated
as of December 7, 2007

       

      THE BLACK
& DECKER CORPORATION, a Maryland corporation (the "Company"),
BLACK & DECKER LUXEMBOURG FINANCE S.C.A., a corporate partnership limited by
shares organized under the laws of Luxembourg ("BDLF"),
BLACK & DECKER LUXEMBOURG S.àr.l., a société à responsabilité limitée
organized under the laws of Luxembourg ("BDL" and,
together with the Company and BDLF, the "Initial
Borrowers"), the banks, financial institutions and other institutional
lenders (collectively, the "Initial
Lenders") and initial issuing banks (the "Initial Issuing
Banks") listed on the signature pages hereof, CITIBANK, N.A. ("Citibank"),
as the administrative agent (together with any successor agent appointed
pursuant to Article VIII, the "Administrative
Agent") for the Lenders (as hereinafter defined), JPMORGAN CHASE BANK,
N.A. ("JPMorgan"),
as syndication agent (the "Syndication
Agent"), and Bank of America, N.A., BNP Paribas and Commerzbank AG, as
documentation agents for the Lenders, agree as follows:

       

      ARTICLE
I

       

      DEFINITIONS
AND ACCOUNTING TERMS

       

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

       

      "Administrative
Agent" has the meaning specified in the recital of parties to this
Agreement.

       

      "Administrative
Agent's Account" means the account of the Administrative Agent maintained
by the Administrative Agent at 399 Park Avenue, New York, New
York  10043, Account no. 36852248 and such other account of the
Administrative Agent as is designated in writing from time to time by the
Administrative Agent to the Borrowers and the Lenders for such
purpose.

       

      "Advance"
means an advance by a Lender to any Borrower as part of a Borrowing and refers
to a Base Rate Advance or a Eurodollar Rate Advance.

       

      "Affiliate"
means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a
director or officer of such Person.  For purposes of this definition,
the term "control"
(including the terms "controlling", "controlled by" and "under common control with")
of a Person means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of Voting Stock, by contract or otherwise.

       

      "Agreement" means
this Five-Year Credit Agreement, as it may be amended from time to time in
accordance with Section 9.01.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Agreement
Value" means, with respect to any Hedge Agreement at any date of
determination, the amount, if any, that would be payable to any counterparty
thereunder in respect of the "agreement value" under such Hedge Agreement if
such Hedge Agreement were terminated on such date, calculated as provided in the
International Swap Dealers Association, Inc. Code of Standard Wording,
Assumptions and Provisions for Swaps, 1986 Edition.

       

      "Anniversary
Date" means December 7, 2008 and December 7 in each succeeding calendar
year occurring during the term of this Agreement.

       

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

       

      "Applicable
Margin" means, at any time and from time to time, a percentage per annum
equal to the applicable percentage set forth below for the Public Debt Rating
set forth below:

      
 

      
        	
                Public
      Debt

                Rating

              	
                Eurodollar

                Rate Advances

              
	
                Level I

                A-
      or A3

              	
                0.180%

              
	
                Level II

                BBB+
      or Baa1

              	
                0.270%

              
	
                Level III

                BBB
      or Baa2

              	
                0.300%

              
	
                Level IV

                BBB-
      or Baa3

              	
                0.425%

              
	
                Level V

                Lower
      than Level IV

              	
                0.600%

              


      

      


      "Applicable
Percentage" means, at any time and from time to time, a percentage per
annum equal to the applicable percentage set forth below for the Public Debt
Rating set forth below:

      


      
        
          	
                  Public
      Debt

                  Rating

                	
                   

                  Facility Fee

                
	
                  Level I

                  A-
      or A3

                	
                  0.070%

                
	
                  Level II

                  BBB+
      or Baa1

                	
                  0.080%

                
	
                  Level III

                  BBB
      or Baa2

                	
                  0.100%

                
	
                  Level IV

                  BBB-
      or Baa3

                	
                  0.125%

                


        

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

         

        
          	 
      

                  Public
      Debt

                  Rating

                	
                   

                   

                  Facility Fee

                
	
                  Level V

                  Lower
      than Level IV

                	
                  0.150%

                


        

      

       

      "Applicable
Utilization Fee" means, at any time that the sum of (a) the aggregate
principal amount of the Advances then outstanding plus (b) the Available Amount
of the Letters of Credit then outstanding exceeds 50% of the aggregate Revolving
Credit Commitments, a percentage per annum equal to the applicable percentage
set forth below for the Public Debt Rating set forth below:

      


      
        	
                Public
      Debt

                Rating

              	
                 

                Utilization Fee

              
	
                Level I

                A-
      or A3

              	
                0.050%

              
	
                Level II

                BBB+
      or Baa1

              	
                0.050%

              
	
                Level III

                BBB
      or Baa2

              	
                0.050%

              
	
                Level IV

                BBB-
      or Baa3

              	
                0.100%

              
	
                Level V

                Lower
      than Level IV

              	
                0.125%

              


      

      


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

       

      "Assuming
Lender" has the meaning specified in Section 2.17(c).

       

      "Assumption
Agreement" means (a) an assumption agreement entered into by a
Non-Consenting Lender and an Assuming Lender, and accepted by the Administrative
Agent and the Company, in substantially the form of Exhibit D hereto,
pursuant to which such Assuming Lender agrees to become a Lender hereunder
pursuant to Section 2.17 or (b) an assumption agreement entered into by an
Assuming Lender, and accepted by the Administrative Agent and the Company
pursuant to which such Assuming Lender agrees to become a Lender hereunder
pursuant to Section 2.19.

       

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

       

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

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (b)           1/2
of 1% per annum above the Federal Funds Rate.

       

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

       

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

       

      "Borrowers"
means, collectively, each Initial Borrower and each Designated Subsidiary that
shall become a party to this Agreement pursuant to Section 9.08.

       

      "Borrowers'
Account" means, in the case of the Company, the account of the Company,
Account Number 4057-7058, in the case of BDLF, the account of BDLF, Account
Number 3061-7087, in the case of BDL, the account of BDL, Account Number
4075-0092, each at Citibank at its offices at 399 Park Avenue, New York, New
York  10043, and such other account of the Borrowers (or any one of
them) as is agreed in writing from time to time among the Borrowers and the
Administrative Agent for such purpose.

       

      "Borrowing"
means a borrowing consisting of simultaneous Advances of the same Type made by
each of the Lenders pursuant to Section 2.01.

       

      "Business
Day" means a day of the year on which banks are not required or
authorized by law to close in New York, New York and, if the applicable
Business Day relates to any Eurodollar Rate Advance, on which dealings are
carried on in the London interbank market.

       

      "Capitalized
Leases" means all leases that have been or should be, in accordance with
generally accepted accounting principles in effect from time to time, recorded
as capitalized leases.

       

      "Cash Flow
Coverage Ratio" means, with respect to the Company and its Subsidiaries
at any date of determination, the ratio of (a) EBITDA of the Company and
its Subsidiaries for the most recently completed consecutive four fiscal quarter
period ending on such date to (b) Consolidated Net Interest Expense for the most
recently completed consecutive four fiscal quarter period ending on such date,
in each case calculated in accordance with GAAP.  Calculations of the
Cash Flow Coverage Ratio shall exclude all effects of unusual or nonrecurring
credits or charges.

       

      "Change of
Control" means the occurrence of any of the following:

       

      (a)           any
"person" or "group" (each as used in Sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) becomes the "beneficial owner"
(as defined in Rule 13d-3 of the Securities Exchange Act of 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      1934, as
amended), directly or indirectly, of Voting Stock of the Company (or securities
convertible into or exchangeable for such Voting Stock) representing more than
30% of the combined

      voting
power of all Voting Stock of the Company (on a fully diluted basis);
or

       

      (b)           a
majority of the members of the board of directors of the Company are not
Continuing Directors at any time.

       

      "Citibank"
has the meaning specified in the recital of parties to this
Agreement.

       

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

       

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

       

      "Commitment
Increase" has the meaning specified in Section 2.19(a).

       

      "Company"
has the meaning specified in the recital of parties to this
Agreement.

       

      "Consenting
Lender" has the meaning specified in Section 2.17(b).

       

      "Consolidated Net
Interest Expense" means, with respect to the Company and its Subsidiaries
for any period, (a) total interest expense (including, without limitation,
the interest component on all obligations under Capitalized Leases during such
period) of the Company and its Subsidiaries for such period less (b) total interest
income of the Company and its Subsidiaries for such period, in each case
determined on a consolidated basis for the Company and its Subsidiaries in
accordance with GAAP; provided, however, that
calculation of Consolidated Net Interest Expense for that period shall exclude
any income/expense for that period associated with spot-to-forward differences
or points on foreign currency trades that are included in interest
income/expense as a result of Statement of Financial Accounting Standards No.
133, as amended and interpreted.

       

      "Continuing
Director" means an individual who is a member of the board of directors
of the Company on the date of this Agreement or whose election to the board of
directors of the Company is approved by a majority of the other Continuing
Directors.

       

      "Convert",
"Conversion"
and "Converted"
each refers to a conversion of Advances of one Type into Advances of another
Type or the continuation of Advances of the same Type for another Interest
Period pursuant to Section 2.08 or 2.09.

       

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

       

      "Defaulted
Advance" means, with respect to any Lender at any time, the portion of
any Advance required to be made by such Lender to any Borrower, pursuant to
Sections 2.01 and 2.02 at or prior to such time that has not been made or
purchased by such Lender or by the Administrative Agent for the account of such
Lender pursuant to 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Section
2.02(c) as of such time.  In the event that a portion of a Defaulted
Advance shall be deemed made pursuant to Section 2.16, the remaining
portion of such Defaulted Advance shall be

      considered
a Defaulted Advance originally required to be made pursuant to
Sections 2.01 and 2.02 on the same date as the Defaulted Advance so deemed
made in part.

       

      "Defaulting
Lender" means, at any time, any Lender that at such time owes a Defaulted
Advance.

       

      "Designated
Subsidiary" means any Substantially Owned Subsidiary designated after the
date of this Agreement for borrowing privileges hereunder pursuant to Section
9.08.

       

      "Designation
Letter" means a letter entered into by a Designated Subsidiary, the
Company and the Administrative Agent, in substantially the form of Exhibit F
hereto, pursuant to which such Designated Subsidiary shall become a Borrower
hereunder in accordance with Section 9.08.

       

      "EBITDA"
means, for any period, (a) earnings before income taxes for such period as
set forth on the consolidated statements of earnings of the Company and its
Subsidiaries for such period less (or plus) (b) other
income (or expense) of the Company and its Subsidiaries for such period to the
extent included in earnings before income taxes plus (c) Consolidated
Net Interest Expense for such period plus (d) all charges for
depreciation and amortization for such period as set forth in the consolidated
statements of cash flows of the Company and its Subsidiaries for such period;
provided, however,
that, for purposes of calculating EBITDA for any period, Consolidated Net
Interest Expense for that period will be included without giving effect to the
proviso at the end of the definition of "Consolidated Net Interest
Expense".

       

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

       

      "Eligible
Assignee" means (a) a Lender, (b) an Affiliate of a Lender or
(c) any other Person approved by the Administrative Agent, each Issuing
Bank and, unless an Event of Default has occurred and is continuing, the
Company, such approval not to be unreasonably withheld or delayed; provided, however, that
neither the Company nor an Affiliate of the Company shall qualify as an Eligible
Assignee.

       

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

       

      "Environmental
Law" means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial
determination

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      relating
to pollution or to protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage,

      disposal,
release or discharge of Hazardous Materials.

       

      "Environmental
Lien" means a Lien in favor of a Governmental Authority securing (a) any
liability under any Environmental Law or any Environmental Permit or (b) damages
arising from, or remediation costs or injunctive relief imposed by a
Governmental Authority in response to, the release or threatened release of
Hazardous Materials.

       

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

       

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

       

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

       

      "ERISA
Event" means (a) (i) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, with respect to any Plan unless the
30-day notice requirement with respect to such event has been waived by the
PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA are
met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of
ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12)
or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect
to such Plan within the following 30 days; (b) the application for a
minimum funding waiver with respect to a Plan; (c) the provision by the
administrator of any Plan of a notice of intent to terminate such Plan pursuant
to Section 4041(a)(2) of ERISA (including any such notice with respect to a
plan amendment referred to in Section 4041(e) of ERISA); (d) the
cessation of operations at a facility of the Company or any ERISA Affiliate in
the circumstances described in Section 4062(e) of ERISA; (e) the
withdrawal by the Company or any ERISA Affiliate from a Multiple Employer Plan
during a plan year for which it was a substantial employer, as defined in
Section 4001(a)(2) of ERISA; (f)  the conditions for the imposition of
a lien under Section 302(f) of ERISA shall have been met with respect to
any Plan; (g) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA; or
(h) the institution by the PBGC of proceedings to terminate a Plan pursuant
to Section 4042 of ERISA, or the occurrence of any event or condition
described in Section 4042 of ERISA that constitutes grounds for the
termination of, or the appointment of a trustee to administer, a
Plan.

       

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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

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

       

      "Eurodollar
Rate" means, for any Interest Period for each Eurodollar Rate Advance
comprising part of the same Borrowing, an interest rate per annum equal
to:

       

      (a)           the
rate per annum appearing on Reuters Screen LIBOR01 Page as the London interbank
offered rate for deposits in U.S. Dollars at or about 11:00 A.M. (London time)
two Business Days before the first day of such Interest Period and for a period
equal to such Interest Period; or

       

      (b)           if
such rate does not so appear on the Reuters Screen LIBOR01 Page at such time,
the average (rounded upward to the nearest whole multiple of 1/100 of 1% per
annum, if such average is not such a multiple) of the rates per annum at which
deposits in US Dollars are offered by the principal office of each of the
Reference Banks in London, England to prime banks in the London interbank market
at or about 11:00 A.M. (London time) two Business Days before the first day
of such Interest Period in an amount substantially equal to such Reference
Bank's Eurodollar Rate Advance comprising part of such Borrowing to be
outstanding during such Interest Period and for a period equal to such Interest
Period; provided that
any determination of the Eurodollar Rate for any Interest Period pursuant to
this clause (b) shall be determined by the Administrative Agent on the basis of
applicable rates furnished to and received by the Administrative Agent from the
Reference Banks two Business Days before the first day of such Interest Period,
subject, however, to the provisions of
Section 2.08.

       

      "Eurodollar Rate
Advance" means an Advance denominated in US Dollars that bears interest
as provided in Section 2.07(a)(ii).

       

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

       

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

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      "Existing Credit
Agreement" means that certain Five Year Credit Agreement dated as of
October 29, 2004 among the Company, Black & Decker Holdings Inc., the banks
party thereto, Citibank, as Administrative Agent, J.P. Morgan Securities Inc.,
as Documentation Agent, and Bank of America, N.A., BNP Paribas and Commerzbank
AG, as Co-Syndication Agents, as amended, supplemented or otherwise modified
through the date hereof.

       

      "Extension
Date" has the meaning specified in Section 2.17(b).

       

      "Facility
Fee" has the meaning specified in Section 2.04(a).

       

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

       

      "Financial
Statements" means, with respect to any Person at any date of
determination:

       

      (a)         the
financial statements of such Person and its Subsidiaries included in the
quarterly report of such Person on Form 10-Q or the annual report of such Person
on Form 10-K, as the case may be, for the period ended on such date, in each
case as filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, and including all financial
statements of such Person and its Subsidiaries incorporated by reference
therein; or

       

      (b)           if
there is no quarterly report of such Person on Form 10-Q or annual report of
such Person on Form 10-K, as the case may be, for the period ended on such date,
a consolidated balance sheet of such Person and its Subsidiaries as at such date
and consolidated statements of earnings and cash flow of such Person and its
Subsidiaries for the period ended on such date and for the period commencing at
the end of the immediately preceding fiscal year of such Person and ending on
such date, setting forth in each case in comparative form the corresponding
figures as of the end of and for the corresponding period in the immediately
preceding fiscal year of such Person and the corresponding figures as of the end
of and for the corresponding year-to-date period in the immediately preceding
fiscal year of such Person, all in reasonable detail.

       

      "Foreign
Borrower" means BDL, BDLF or any Designated Subsidiary organized under
the laws of a jurisdiction outside of the United States that becomes a Borrower
hereunder.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      "GAAP"
means generally accepted accounting principles consistent with those applied in
the preparation of the Financial Statements of the Company for the fiscal year
of the Company ended December 31, 2006, filed with the Securities and Exchange
Commission in the Annual Report of the Company on Form 10-K for such fiscal
year, as modified for the fiscal quarter ended April 1, 2007 and subsequent
fiscal quarters by the Company’s adoption of FASB Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109”.

       

      "Governmental
Authority" means any nation or government or any state, province or other
political subdivision thereof, or any governmental, executive, legislative,
judicial, administrative or regulatory agency, department, authority,
instrumentality, commission, board or similar body, whether federal, state,
local or foreign.

       

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

       

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

       

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

       

      "Home Jurisdiction
Withholding Taxes" means in the case of the Company, withholding for
United States income taxes, United States back-up withholding taxes and United
States withholding taxes.

       

      "Indebtedness"
means, with respect to any Person (without duplication):

       

      (a)           all
indebtedness of such Person for borrowed money;

       

      (b)           all
obligations of such Person for the deferred purchase price of property and
assets or services (other than trade payables incurred in the ordinary course of
such Person's business but only if and for so long as the same remains payable
on customary trade terms);

       

      (c)           all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments;

       

      (d)           all
obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property or assets acquired by
such Person (even though the rights and remedies of the seller or the lender
under such agreement in the event of default are limited to repossession or sale
of such property or assets);

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (e)           all
obligations of such Person as lessee under Capitalized Leases;

       

      (f)           all
obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit;

       

      (g)           all
obligations of such Person in respect of Hedge Agreements, valued at the
Agreement Value thereof;

       

      (h)           all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Mandatorily Redeemable Stock, valued at the
greater of (i) its voluntary or involuntary liquidation preference and (ii) the
aggregate amount payable therefor upon purchase, redemption, defeasance or
payment therefor;

       

      (i)           all
Indebtedness of other Persons referred to in clauses (a) through (h) above
or clause (j) below guaranteed directly or indirectly in any manner by such
Person, or in effect guaranteed directly or indirectly by such Person through an
agreement (i) to pay or purchase such Indebtedness or to advance or supply
funds for the payment or purchase of such Indebtedness, (ii) to purchase,
sell or lease (as lessee or lessor) property or assets, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such Indebtedness or to assure the holder of such Indebtedness against loss,
(iii) to supply funds to, or in any other manner to invest in, the debtor
(including any agreement to pay for property, assets or services irrespective of
whether such property or assets are received or such services are rendered) or
(iv) otherwise to assure a creditor against loss; and

       

      (j)           all
Indebtedness referred to in clauses (a) through (i) above secured by (or
for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property and assets (including, without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such
Indebtedness.

       

      "Indemnified
Party" has the meaning specified in Section 9.04(b).

       

      "Increase
Date" has the meaning specified in Section 2.19(a).

       

      "Increasing
Lender" has the meaning specified in Section 2.19(d).

       

      "Information"
has the meaning specified in Section 9.09.

       

      "Initial
Borrowers" has the meaning specified in the recital of parties to this
Agreement.

       

      "Initial Issuing
Banks" has the meaning specified in the recital of parties to this
Agreement.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      "Initial
Lenders" has the meaning specified in the recital of parties to this
Agreement.

       

      "Interest
Period" means, for each Eurodollar Rate Advance comprising part of the
same Borrowing, the period commencing on the date of such Eurodollar Rate
Advance or the date of the Conversion of any Base Rate Advance into such
Eurodollar Rate Advance and ending on the last day of the period selected by the
Borrower requesting such Borrowing or Conversion pursuant to the provisions
below and, thereafter, with respect to any such Eurodollar Rate Advance, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the last day of the period selected by such
Borrower pursuant to the provisions below.  The duration of each such
Interest Period shall be one, two, three or six months, and subject to clause
(c) of this definition, nine or twelve months, as the Borrower requesting such
Borrowing or Conversion may, upon notice received by the Administrative Agent in
accordance with the applicable provisions of Section 2.02(a) or 2.09, as the
case may be, select; provided, however, that:

       

      (a)           such
Borrower may not select any Interest Period that ends after the scheduled
Termination Date;

       

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

       

      (c)           in
the case of any such Borrowing, such Borrower shall not be entitled to select an
Interest Period having a duration of nine or twelve months unless, by 4:00 P.M.
(New York City time) on the third Business Day prior to the first day of such
Interest Period, each Lender notifies the Administrative Agent that such Lender
will be providing funding for such Borrowing with such Interest Period (the
failure of any Lender to so respond by such time being deemed for all purposes
of this Agreement as an objection by such Lender to the requested duration of
such Interest Period); provided that, if any or all
of the Lenders object to the requested duration of such Interest Period, the
duration of the Interest Period for such Borrowing shall be one, two, three or
six months, as specified by the Borrower requesting such Borrowing in the
applicable Notice of Borrowing as the desired alternative to an Interest Period
of nine or twelve months;

       

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

       

      (e)           whenever
the first day of any Interest Period occurs on a day of an initial calendar
month for which there is no numerically corresponding day in the calendar month
that succeeds such initial calendar month by the number of 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      months
equal to the number of months in such Interest Period, such Interest Period
shall end on the last Business Day of such succeeding calendar
month.

       

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

       

      "Issuing
Bank" means an Initial Issuing Bank or any Eligible Assignee (x) that has
been appointed by the Company pursuant to Section 2.21 or (y) to which a portion
of the Letter of Credit Commitment hereunder has been assigned pursuant to
Section 9.07, in each case so long as such Eligible Assignee expressly agrees to
perform in accordance with their terms all of the obligations that by the terms
of this Agreement are required to be performed by it as an Issuing Bank and
notifies the Administrative Agent of its Applicable Lending Office (which
information shall be recorded by the Administrative Agent in the Register), for
so long as the Initial Issuing Bank or Eligible Assignee, as the case may be,
shall have a Letter of Credit Commitment.

       

      "JPMorgan"
has the meaning specified in the recital of parties to this
Agreement.

       

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

       

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

       

      "Lenders"
means, collectively, each Initial Lender, each Issuing Bank and each other
Person that shall become a party hereto pursuant to Section 2.17, 2.19 or
9.07(a), (b) and (c).

       

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

       

      "Letter of Credit
Commitment" means as to any Issuing Bank (a) the amount set forth
opposite such Issuing Bank's name on the signature pages hereto under the
caption "Letter of Credit Commitment" or (b) if such Issuing Bank has entered
into one or more Assignment and Acceptances or has been appointed by the Company
pursuant to Section 2.21, the amount set forth for such Issuing Bank in the
Register maintained by the Administrative Agent pursuant to Section 9.07(d) as
such Issuing Bank's "Letter of Credit Commitment", as such amount may be reduced
at or prior to such time pursuant to Section 2.05.

       

      "Letter of Credit
Facility" means, at any time, an amount equal to the lesser of (a) the
aggregate amount of the Issuing Banks' Letter of Credit Commitments at such time
and (b) $75,000,000, as such amount may be reduced at or prior to such time
pursuant to Section 2.05(b).

       

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

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      "Leverage
Ratio" means, with respect to the Company and its Subsidiaries at any
date of determination, the ratio of (a) the sum (without duplication) of
(i) all Reported Net Indebtedness at such date, (ii) all Mandatorily
Redeemable Stock of the Company and its Subsidiaries outstanding at such date
which is not included in Reported Net Indebtedness (valued at the greater of (A)
its voluntary or involuntary liquidation preference and (B) the aggregate amount
payable therefor upon purchase, redemption, defeasance or payment therefor),
determined on a consolidated basis, (iii) the aggregate book value of all
accounts receivable on the books of the purchasers thereof sold by the Company
or any of its Subsidiaries to any Person other than the Company or any of its
Subsidiaries at such date and (iv) all outstanding obligations of any
Person for borrowed money (other than any such obligations of employees in an
aggregate amount not to exceed $10,000,000 (or the equivalent thereof in one or
more foreign currencies)) that is guaranteed or in effect guaranteed by, or
secured by a Lien on the property or assets of, the Company or any of its
Subsidiaries at such date to (b) EBITDA of the Company and its Subsidiaries
for the most recently completed consecutive four fiscal quarters ending on such
date, in each case calculated in accordance with GAAP.  Calculations
of the Leverage Ratio shall exclude all effects of unusual or nonrecurring
credits or charges.

       

      "Lien"
means any lien, security or other charge or encumbrance of any kind, including,
without limitation, the lien or retained security title of a conditional vendor
and any easement, right of way or other encumbrance on title to real property,
but shall not include the interest of a third party in receivables sold by any
Person to such third party on a nonrecourse basis.

       

      "Mandatorily
Redeemable Stock" means, at any date of determination, with respect to
any Person, any shares of capital stock of (or other similar ownership interest
in) such Person or any other Person that, at such date, (a) are redeemable,
payable or required to be purchased or otherwise retired or extinguished, or are
convertible into any Indebtedness or other liability of such Person, whether
mandatorily or at the option of the holder thereof (except if an event must
occur to cause or permit the holder thereof to require redemption or repurchase
of such capital stock (or such other ownership interest) and such event has not
occurred at such date), prior to the then scheduled Termination Date or
(b) are convertible into any shares of capital stock (or other similar
ownership interest) of the types referred to in subclause (a)
above.

       

      "Material Adverse
Effect" means any material adverse effect on (a) the ability of the
Company and its Subsidiaries, taken as a whole, to perform the obligations of
the Borrowers under this Agreement and the Notes or (b) the legality, binding
nature, validity or enforceability of this Agreement or any Note as an
obligation of any Borrower that is intended to be a party thereto.

       

      "Moody's"
means Moody's Investors Service, Inc., or any successor thereto acceptable to
the Required Lenders.

       

      "Multiemployer
Plan" means a multiemployer plan, as defined in Section 4001(a)(3)
of ERISA, to which the Company or any ERISA Affiliate is making 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      or
accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make
contributions.

       

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

       

      "Non-Consenting
Lender" has the meaning specified in Section 2.17(b).

       

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

       

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

       

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

       

      "Other
Taxes" has the meaning specified in Section 2.14(b).

       

      "PBGC"
means the Pension Benefit Guaranty Corporation, or any successor
thereto.

       

      "Permitted
Liens" means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced
and remain unstayed:

       

      (a)           Liens
for taxes, assessments and governmental charges or levies to the extent not
required to be paid under Section 5.01(b);

       

      (b)           Liens
imposed by law, such as materialmen's, mechanics', carriers', workmen's and
repairmen's Liens and other similar Liens arising in the ordinary course of
business securing obligations (other than Indebtedness for borrowed money) that
(i) are not overdue for a period of more than 30 days or (ii) are being
contested in good faith and by proper proceedings and as to which appropriate
reserves are being maintained in accordance with generally accepted accounting
principles in effect from time to time;

       

      (c)           pledges
or deposits to secure obligations under workers' compensation laws or other
similar legislation (other than in respect of employee benefit plans subject to
ERISA) or to secure public or statutory obligations;

       

      (d)           Liens
securing the performance of, or payment in respect of, bids, tenders, government
contracts (other than for the repayment of borrowed money), 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      surety
and appeal bonds and other obligations of a similar nature incurred in the
ordinary course of business;

       

      (e)           any
interest or title of a lessor or sublessor and any restriction or encumbrance to
which the interest or title of such lessor or sublessor may be subject that is
incurred in the ordinary course of business and, either individually or when
aggregated with all other Permitted Liens in effect on any date of
determination, could not be reasonably expected to have a Material Adverse
Effect;

       

      (f)           easements,
rights of way, zoning restrictions and other encumbrances on title to real
property that do not, either individually or in the aggregate, render title to
the property encumbered thereby unmarketable or materially and adversely affect
the use of such property for its present purposes; and

       

      (g)           any
interest of the Administrative Agent and the Lenders in the L/C Cash Collateral
Account.

       

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

       

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

       

      "Pro Rata
Share" of any amount means, with respect to any Lender at any time, the
product of (a) a fraction the numerator of which is the amount of such Lender's
Revolving Credit Commitment at such time and the denominator of which is the
aggregate Revolving Credit Commitments of all Lenders at such time and (b) such
amount.

       

      "Public Debt
Rating" means, as of any date of determination, the rating that has been
most recently announced by either S&P or Moody's, as the case may be, for
any class of non-credit enhanced long-term senior unsecured public debt issued
or to be issued by the Company.  For purposes of the
foregoing:

       

      (a)           if
only one of S&P and Moody's shall have in effect a Public Debt Rating, the
Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee
shall be determined by reference to the available rating;

       

      (b)           if,
at any time, neither S&P nor Moody's shall have in effect a Public Debt
Rating, the Applicable Margin, the Applicable Percentage and the Applicable
Utilization Fee shall be set in accordance with level V under the
definition of "Applicable
Margin", "Applicable
Percentage" or "Applicable Utilization Fee",
as the case may be;

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (c)           if
the ratings established by S&P and Moody's shall fall within different
levels, the Applicable Margin, the Applicable Percentage and the Applicable
Utilization Fee shall be based upon the higher rating therefrom; provided, however, that, if
the lower of such ratings is two levels below the higher of such ratings, the
Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee
shall be set in accordance with the level that is in the middle of such levels;
and provided further, however,
that, if the lower of such ratings is more than two levels below the
higher of such ratings, the Applicable Margin, the Applicable Percentage and the
Applicable Utilization Fee shall be deemed to be the average of the Applicable
Margins, the Applicable Percentages or the Applicable Utilization Fees, as the
case may be, that correspond to such ratings;

       

      (d)           if
any rating established by S&P or Moody's shall be changed, such change shall
be effective as of the first Business Day after the date on which such change is
announced publicly by the rating agency making such change; and

       

      (e)           if
S&P or Moody's shall change the basis on which ratings are established by
it, each reference to the Public Debt Rating announced by S&P or Moody's
shall refer to the then equivalent rating by S&P or Moody's, as the case may
be.

       

      "Reference
Banks" means Citibank, JPMorgan and Bank of America, N.A. or, in the
event that any one of such banks ceases to be a Lender hereunder at any time,
any other commercial bank designated by the Company and approved by the Required
Lenders as constituting a "Reference Bank"
hereunder.

       

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

       

      "Related
Parties" means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such Person
and of such Person’s Affiliates.

       

      "Reported Net
Indebtedness" means, at any date of determination, (a) the
consolidated liabilities of the Company and its Subsidiaries at such date that
are for money borrowed or that constitute short-term borrowings or long-term
debt less (b) all cash
and cash equivalents of the Company and its Subsidiaries at such date,
determined in accordance with GAAP; provided, however, that
calculation of Reported Net Indebtedness shall include the aggregate carrying
value of such indebtedness, excluding any effects of fair value hedges on the
carrying value of the indebtedness as imposed by Statement of Financial
Accounting Standards No. 133, as amended and interpreted.

       

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

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      "Responsible
Officer" means the Chief Executive Officer, the Chief Financial Officer,
the Treasurer or the General Counsel of each Borrower (or other executive
officers of any Borrower performing similar functions) or any other officer of
any Borrower or any of its Subsidiaries responsible for overseeing or reviewing
compliance with this Agreement and the Notes.

       

      "Revolving Credit
Commitment" means, with respect to any Lender, the amount set forth
opposite such Lender's name on the signature pages hereof under the caption
"Revolving Credit Commitment" or, if such Lender has entered into an Assignment
and Acceptance or an Assumption Agreement, as the case may be, the amount set
forth for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 9.07(d), in each case as such amount may be reduced pursuant
to Section 2.05(a) or increased pursuant to Section 2.19.

       

      "S&P"
means Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc., or any successor thereto acceptable to the Required
Lenders.

       

      "Significant
Subsidiary" means, at any date of determination, any Subsidiary of the
Company that, either individually or together with its Subsidiaries, taken as a
whole, (a) accounted for more than 10% of the consolidated assets of the Company
and its Subsidiaries as of such date or (b) accounted for more than 10% of the
consolidated net income of the Company and its Subsidiaries for any of the three
most recently completed fiscal years of the Company prior to such date, in each
case as reflected on the applicable Financial Statements of the Company at or
prior to such date.

       

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

       

      "SPC" has
the meaning specified in Section 9.07(f).

       

      "Subsidiary"
means, with respect to any Person, any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50%
of

       

      (a)           the
issued and outstanding shares of capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of
whether at the time shares of capital stock of any other class or classes of
such corporation shall or might have voting power upon the occurrence of any
contingency),

       

      (b)           the
interest in the capital or profits of such limited liability company,
partnership or joint venture, or

       

      (c)           the
beneficial interest in such trust or estate,

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      is at the
time, directly or indirectly, owned or controlled by such Person, by such Person
and one or more of its other Subsidiaries or by one or more of such Person's
other Subsidiaries.

       

      "Substantially
Owned Subsidiary" means, at any time, any Subsidiary of the Company of
which (or in which) at least 80% of

       

      (a)           the
issued and outstanding shares of capital stock having ordinary voting power to
elect a majority of the board of directors of such Subsidiary (irrespective of
whether at the time shares of capital stock of any other class or classes of
such Subsidiary shall or might have voting power upon the occurrence of any
contingency), and/or

       

      (b)           all
other ownership interests and rights to acquire ownership interests in such
Subsidiary,

       

      is at
such time, directly or indirectly, owned or controlled by the Company, by the
Company and one or more of its wholly owned Subsidiaries or by one or more
wholly owned Subsidiaries of the Company.

       

      "Syndication
Agent" has the meaning specified in the recital of parties to this
Agreement.

       

      "Taxes" has
the meaning specified in Section 2.14(a).

       

      "Termination
Date" means the earlier of (a) December 7, 2012, subject to extension
thereof pursuant to Section 2.17, and (b) the date of termination in whole of
the Commitments pursuant to Section 2.05 or 6.01; provided, however, that the
Termination Date of any Lender that is a Non-Consenting Lender pursuant to
Section 2.17 shall be the Termination Date in effect immediately prior to the
applicable Extension Date for all purposes of this Agreement.

       

      "Type"
refers to the distinction between Advances bearing interest at the Base Rate and
at the Eurodollar Rate.

       

      "Unused
Commitment" means, with respect to any Lender at any time, (a) such
Lender's Revolving Credit Commitment at such time less (b) the sum of (i) the
aggregate principal amount of all Advances made by such Lender (in its capacity
as a Lender) and outstanding at such time plus (ii) such Lender's Pro
Rata Share of the aggregate Available Amount of all the Letters of Credit
outstanding at such time.

       

      "US
Dollars" and the "$" sign
each mean the lawful money of the United States of America.

       

      "Voting
Stock" means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or
persons performing similar 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      functions)
of such Person, even if the right so to vote has been suspended by the happening
of such a contingency.

       

      SECTION
1.02.  Computation of Time
Periods.  In this Agreement in the computation of periods of
time from a specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each mean "to but
excluding".

       

      ARTICLE
II

       

      TERMS
OF THE ADVANCES

      AND
LETTERS OF CREDIT

      


       

      SECTION
2.01.  The
Advances and Letters of Credit.  (a)  The
Advances.  Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Advances to any Borrower from time to
time on any Business Day during the period from the Effective Date until the
Termination Date applicable to such Lender in an amount for each such Advance
not to exceed such Lender's Unused Commitment on such Business
Day.  Each Borrowing shall be in an aggregate amount of not less than
$10,000,000 and shall consist of Advances of the same Type made on the same day
by the Lenders according to their respective Pro Rata Shares of such
Borrowing.  Within the limits of each Lender's Unused Commitment, any
Borrower may borrow under this Section 2.01(a), prepay pursuant to
Section 2.10 and reborrow under this Section 2.01(a).

       

      (b)           Letters of
Credit.  Each Issuing Bank agrees, on the terms and conditions
hereinafter set forth, to issue letters of credit (each, a "Letter of
Credit") for the account of any Borrower from time to time on any
Business Day during the period from the Effective Date until 30 days before the
Termination Date applicable to such Issuing Bank in an aggregate Available
Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed
at any time the lesser of (x) the Letter of Credit Facility at such time and (y)
such Issuing Bank's Letter of Credit Commitment at such time and (ii) for each
such Letter of Credit not to exceed an amount equal to the Unused Commitments of
the Lenders at such time.  Each Letter of Credit shall be for a stated
amount of $250,000 or more, unless otherwise agreed upon between the Company and
the Issuing Bank.  No Letter of Credit shall have an expiration date
(including all rights of the applicable Borrower or the beneficiary to require
renewal) later than the earlier of (x) the date that is one year after the date
of issuance thereof or (y) 10 Business Days prior to the Termination Date
applicable to such Issuing Bank, provided that, if the
Termination Date has been extended pursuant to Section 2.17, no Letter of Credit
may expire after the Termination Date of any Non-Consenting Lender if, after
giving effect to such Letter of Credit, the aggregate Commitments of the
Consenting Lenders (including any replacement Lenders) for the period following
such Termination Date would be less than the Available Amount of the Letters of
Credit expiring after such Termination Date.  Within the limits
referred to above, the Borrowers may request the issuance of Letters of Credit
under this Section 2.01(b), repay any Advances resulting from drawings
thereunder pursuant to Section 2.03(c) and request the issuance of additional
Letters of Credit under this Section 2.01(b).  Each letter of credit
listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit
issued hereunder, and each Lender that is an issuer of such a Letter of Credit
shall, for purposes of Section 2.03, be deemed to be an

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        Issuing
Bank for each such letter of credit, provided that any renewal or
replacement of any such letter of credit shall be issued by an Issuing Bank
pursuant to the terms of this Agreement.

      

       

      SECTION
2.02.  Making the
Advances.  (a)  Except as otherwise provided in
Section 2.03(c), each Borrowing shall be made on notice, given not later than
2:00 P.M. (New York City time) on the third Business Day prior to the date
of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar
Rate Advances, or not later than 11:00 A.M. (New York City time) on the same
Business Day as the date of the proposed Borrowing in the case of a Borrowing
comprised of Base Rate Advances, by any Borrower to the Administrative Agent,
which shall give each Lender prompt notice thereof by
telecopier.  Each such notice of a Borrowing (a "Notice of
Borrowing") shall be by telephone, confirmed immediately in writing, or
by telecopier, in substantially the form of Exhibit B hereto, specifying
therein (i) the requested date of such Borrowing (which shall be a Business
Day), (ii) the requested Type of Advances comprising such proposed
Borrowing, (iii) the requested aggregate principal amount of such Borrowing
and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances,
the requested initial Interest Period for each such Advance.  Each
Lender shall, before 1:00 P.M. (New York City time) on the date of such
Borrowing, make available for the account of its Applicable Lending Office to
the Administrative Agent at the Administrative Agent's Account, in same day
funds, such Lender's Pro Rata Share of such Borrowing.  After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent
will make such funds available to the Borrower requesting such Borrowing at the
applicable Borrowers' Account or at such other address and account number of
such Borrower as is reasonably acceptable to the Administrative Agent and as
such Borrower shall have specified in the related Notice of
Borrowing.

       

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

       

      (c)           Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing comprised of Eurodollar Rate Advances, or prior to 1:00
P.M. (New York City time) on the date of any Borrowing comprised of Base Rate
Advances, that such Lender will not make available to the Administrative Agent
such Lender's Pro Rata Share of such Borrowing, the Administrative Agent may
assume that such Lender has made such Pro Rata Share available to the
Administrative Agent on the date of such Borrowing in accordance with
Section 2.02(a) and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower requesting such Borrowing on such
date a corresponding amount.  If and to the extent that such Lender
shall not have so made its Pro Rata Share available to the Administrative Agent,
such Lender and such Borrower severally agree to repay to the Administrative
Agent forthwith on demand such amount, and to pay interest thereon, for each


       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        day from
the date such amount is made available to such Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case of such
Borrower, the interest rate applicable at the time to the Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds
Rate.  If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender's
Advance as part of such Borrowing for all purposes of this
Agreement.

      

       

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

       

      SECTION
2.03.  Issuance of and Drawings and
Reimbursement Under Letters of Credit.  (a)  Request for
Issuance.  (i) Each Letter of Credit shall be issued upon
notice, given not later than 1:00 P.M. (New York City time) on the
third Business Day prior to the date of the proposed issuance of such Letter of
Credit (or on such shorter notice as the applicable Issuing Bank may agree), by
the applicable Borrower to any Issuing Bank, and such Issuing Bank shall give
the Administrative Agent, prompt notice thereof by telecopier.  Each
such notice of issuance of a Letter of Credit (a "Notice of
Issuance") shall be by telephone, confirmed immediately in writing, or
telecopier, specifying therein the requested (A) date of such issuance
(which shall be a Business Day), (B) Available Amount of such Letter of
Credit, (C) expiration date of such Letter of Credit, (D) name and
address of the beneficiary of such Letter of Credit and (E) form of such
Letter of Credit, and shall be accompanied by such customary application and
agreement for letter of credit as such Issuing Bank may specify to the Borrower
for use in connection with such requested Letter of Credit (a "Letter of Credit
Agreement").  If the requested form of such Letter of Credit is
acceptable to such Issuing Bank in its sole discretion, such Issuing Bank will,
upon fulfillment of the applicable conditions set forth in Article III,
make such Letter of Credit available to the applicable Borrower at its office
referred to in Section 9.02 or as otherwise agreed with such Borrower in
connection with such issuance.  In the event and to the extent that
the provisions of any Letter of Credit Agreement shall conflict with this
Agreement, the provisions of this Agreement shall govern.

       

      (b)           Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each
Lender, and each Lender hereby acquires from such Issuing Bank, a participation
in such Letter of Credit equal to such Lender's Pro Rata Share of the aggregate
amount available to be drawn under such Letter of Credit.  Each
Borrower hereby agrees to each such participation.  In consideration
and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
such Issuing Bank, such Lender's Pro Rata Share of each drawing made under a
Letter of Credit funded by such Issuing Bank and not reimbursed by the
applicable Borrower on the date made, or of any reimbursement payment required
to be refunded to any Borrower for any reason.  Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        of a
Default or reduction or termination of the Revolving Credit Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Each Lender further acknowledges and agrees
that its participation in each Letter of Credit will be automatically adjusted
to reflect such Lender's Pro Rata Share of the Available Amount of such Letter
of Credit at each time such Lender's Revolving Credit Commitment is amended
pursuant to a Commitment Increase in accordance with Section 2.19, an assignment
in accordance with Section 9.07 or otherwise pursuant to this
Agreement.

      

       

      (c)           Drawing and
Reimbursement.  The payment by an Issuing Bank of a draft drawn
under any Letter of Credit shall constitute for all purposes of this Agreement
the making by any such Issuing Bank of an Advance to the Borrower for whose
account such Letter of Credit was issued, which shall be a Base Rate Advance, in
the amount of such draft.  Each Issuing Bank shall give prompt notice
(and such Issuing Bank will use its commercially reasonable efforts to deliver
such notice within one Business Day) of each drawing under any Letter of Credit
issued by it to the applicable Borrower and the Administrative
Agent.  Upon written demand by such Issuing Bank made to the
Administrative Agent, which the Administrative Agent shall forward to each
Lender, each Lender shall pay to the Administrative Agent such Lender's Pro Rata
Share of such outstanding Advance, by making available to the Administrative
Agent for the account of such Issuing Bank, by deposit to the Administrative
Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Advance to be funded by such
Lender.  Promptly after receipt thereof, the Administrative Agent
shall transfer such funds to such Issuing Bank.  Each Lender agrees to
fund its Pro Rata Share of an outstanding Advance on (i) the Business Day
on which demand therefor is made by such Issuing Bank, provided that notice of such
demand is given not later than 11:00 A.M. (New York City time) on such
Business Day, or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time.  If and to the extent
that any Lender shall not have so made the amount of such Advance available to
the Administrative Agent, such Lender agrees to pay to the Administrative Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by any such Issuing Bank until the date such amount is
paid to the Administrative Agent, at the Federal Funds Rate for its account or
the account of such Issuing Bank, as applicable.  If such Lender shall
pay to the Administrative Agent such amount for the account of any such Issuing
Bank on any Business Day, such amount so paid in respect of principal shall
constitute an Advance made by such Lender on such Business Day for purposes of
this Agreement, and the outstanding principal amount of the Advance made by such
Issuing Bank shall be reduced by such amount on such Business Day.

       

      (d)           Letter of Credit
Reports.  Each Issuing Bank shall furnish (i) to the
Administrative Agent on the first Business Day following the issuance, increase
of Available Amount, expiration or drawing of a Letter of Credit issued by it, a
written report summarizing such issuance, increase, expiry or drawing and
(ii) to the Administrative Agent and each Lender on the first Business Day
of each calendar quarter a written report setting forth the average daily
aggregate Available Amount during the preceding calendar quarter of all Letters
of Credit issued by it.

       

      (e)           Failure to Make
Advances.  The failure of any Lender to make the Advance to be
made by it on the date specified in Section 2.03(c) shall not relieve any other


       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        Lender of
its obligation hereunder to make its Advance on such date, but no Lender shall
be responsible for the failure of any other Lender to make the Advance to be
made by such other Lender on such date.

      

       

      SECTION
2.04.  Fees.  (a)  Facility
Fee.  Each Borrower jointly and severally agrees to pay to the
Administrative Agent, for the account of each Lender, a facility fee (the "Facility
Fee") on the daily amount of such Lender's Revolving Credit Commitment
(whether used or unused) from the Effective Date in the case of each Initial
Lender and from the effective date specified in the Assignment and Acceptance or
the Assumption Agreement, as the case may be, pursuant to which it became a
Lender in the case of each other Lender until, in each case, the Termination
Date applicable to such Lender at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last
Business Day of each March, June, September and December, commencing December
31, 2007, and on the Termination Date applicable to such Lender.

       

      (b)           Letter of Credit
Fees.  (i) Each Borrower for whose account a Letter of Credit
has been issued shall pay to the Administrative Agent for the account of each
Lender a commission on such Lender's Pro Rata Share of the average daily
aggregate Available Amount of all Letters of Credit issued on its account and
outstanding from time to time at a rate per annum equal to the Applicable Margin
for Eurodollar Rate Advances in effect from time to time, payable in arrears
quarterly on the last Business Day of each March, June, September and December,
commencing December 31, 2007, and on the Termination Date applicable to such
Lender, and after the final Termination Date payable upon demand; provided that the Applicable
Margin shall increase by 2% upon the occurrence and during the continuation of
an Event of Default if the Borrower is required to pay default interest pursuant
to Section 2.07(b).

       

      (ii)           The
applicable Borrower shall pay to each Issuing Bank for its own account an
issuance fee on the average daily aggregate Available Amount of all Letters of
Credit issued by such Issuing Bank in an amount agreed in writing by the Company
and such Issuing Bank, payable in arrears quarterly on the last Business Day of
each March, June, September and December, commencing December 31, 2007, and on
the Termination Date applicable to such Issuing Bank, and after such Termination
Date payable upon demand, and such other reasonable and customary presentation,
amendment and other processing fees as may from time to time be agreed in
writing between the Company and such Issuing Bank.

       

      (c)           Agents'
Fees.  The Company shall pay to each of the Administrative
Agent and the Syndication Agent, for its own account, such fees as may from time
to time be agreed in various fee letters between the Company, on the one hand,
and the Administrative Agent or the Syndication Agent, on the other
hand.

       

      SECTION
2.05.  Termination or Reduction of
the Commitments.  (a)  The Borrowers shall have the
right, upon at least three Business Days' notice to the Administrative Agent, to
irrevocably terminate in whole or reduce ratably in part the aggregate Unused
Commitments of the Lenders; provided that each partial
reduction shall be in the aggregate amount of $25,000,000 or an integral
multiple of $1,000,000 in excess thereof or, if less, the aggregate amount of
the Revolving Credit Commitments at such time.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (b)           The
Borrowers shall have the right, upon at least three Business Days' notice to the
Administrative Agent, to terminate in whole or permanently reduce ratably in
part the unused Letter of Credit Commitments of the Issuing Banks, provided that each partial
reduction (i) shall be in the aggregate amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof and (ii) shall, to the extent
practicable, be made ratably among the Issuing Banks in accordance with their
Letter of Credit Commitments.

       

      SECTION
2.06.  Repayment of
Advances.  (a)  Repayment of
Advances.  Each Borrower shall repay to the Administrative
Agent, for the account of each Lender, on the Termination Date applicable to
such Lender, the aggregate principal amount of all Advances made to such
Borrower by such Lender and outstanding on such date.

       

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

       

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

       

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

       

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

       

      (iv)           any
statement or any other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect;

       

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

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      (ii)           Eurodollar Rate
Advances.  During such periods as such Advance is a Eurodollar
Rate Advance, a rate per annum equal at all times during each Interest Period
for such Advance to the sum of (A) the Eurodollar Rate for such Interest
Period for such Advance plus (B) the Applicable
Margin in effect from time to time during such Interest Period plus (C) the Applicable
Utilization Fee, if any, in effect from time to time during such Interest
Period, payable in arrears on the last day of such Interest Period and, if such
Interest Period has a duration of more than three months, on each day that
occurs during such Interest Period every three months from the first day of such
Interest Period and on the date such Eurodollar Rate Advance shall be Converted
or paid in full.

       

      (b)           Default
Interest.  Upon the occurrence and during the continuance of an
Event of Default under Section 6.01(a), each Borrower shall pay interest
on:

       

      (i)           the
unpaid principal amount of each Advance made to such Borrower and owing to each
Lender, payable in arrears on the dates referred to in Section 2.07(a)(i) or
2.07(a)(ii), at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on such Advance pursuant to Section
2.07(a)(i) or 2.07(a)(ii), as applicable;

       

      (ii)           to
the fullest extent permitted by applicable law, the amount of any interest, fees
or other amounts owing by such Borrower to the Administrative Agent or any
Lender under this Agreement or any Note that is not paid when due, from the date
such amount shall be due until such amount shall be paid in full, payable in
arrears on the date such amount shall be paid in full and on demand, at a rate
per annum equal at all times to 2% per annum above the rate per annum required
to be paid on Base Rate Advances pursuant to Section 2.07(a)(i).

       

      
        
          
          

        

        
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      (c)           Additional Interest on
Eurodollar Rate Advances.  Each Borrower shall pay to each
Lender, so long as and to the extent such Lender shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency liabilities, additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such Lender, from the date of such Eurodollar
Rate Advance until such principal amount is paid in full, at an interest rate
per annum equal at all times to the remainder obtained by subtracting
(a) the Eurodollar Rate for the applicable Interest Period for such
Eurodollar Rate Advance from (b) the rate obtained by dividing such Eurodollar
Rate by a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage of such Lender for such Interest Period, payable on each date
on which interest is otherwise payable on such Eurodollar Rate
Advance.  Such Lender shall as soon as practicable provide notice to
the Administrative Agent and the Borrowers of any such additional interest
arising in connection with any such Eurodollar Rate Advance, which notice shall
be conclusive and binding, absent manifest error; provided, however, that no
Lender shall be entitled to additional interest on any Eurodollar Rate Advance
pursuant to this Section 2.07(c) for any period occurring more than 90 days
prior to the date that notice of such additional interest is first provided by
such Lender to the Borrowers.

       

      SECTION
2.08.  Interest Rate
Determination.  (a)  Each Reference Bank agrees to
furnish to the Administrative Agent timely information for the purpose of
determining each Eurodollar Rate in accordance with clause (b) of the definition
thereof set forth in Section 1.01.  If any one of the Reference Banks
shall not furnish such timely information to the Administrative Agent for the
purpose of determining any such interest rate, the Administrative Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks.  The Administrative Agent shall give prompt
notice to the Borrowers and the Lenders of the applicable interest rate
determined by the Administrative Agent for purposes of Section 2.07(a)(i)
or 2.07(a)(ii) and, if applicable, the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under
Section 2.07(a)(ii).

       

      (b)           If,
with respect to any Eurodollar Rate Advances, the Required Lenders notify the
Administrative Agent that the Eurodollar Rate for any Interest Period for such
Eurodollar Rate Advances will not adequately reflect the cost to such Required
Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the affected Borrowers and the Lenders, whereupon (i) such
Eurodollar Rate Advances will automatically, on the last day of the then
existing Interest Period therefor, Convert into Base Rate Advances and
(ii) the obligation of the Lenders to make Eurodollar Rate Advances shall
be suspended until the Administrative Agent shall notify the Borrowers and the
Lenders that the circumstances causing such suspension no longer
exist.

       

      (c)           If
any Borrower shall fail to select the duration of any Interest Period for any
Eurodollar Rate Advances made or to be made to such Borrower in accordance with
the provisions contained in the definition of "Interest Period" set forth in
Section 1.01, the Administrative Agent will forthwith so notify such
Borrower and the Lenders and such Eurodollar Rate Advances will automatically,
on the last day of the then existing Interest Period therefor, Convert into Base
Rate Advances.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      (d)           Upon
the occurrence and during the continuance of any Event of Default under
Section 6.01(a), each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance.

       

      (e)           If
fewer than two Reference Banks furnish timely information to the Administrative
Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances in
accordance with clause (b) of the definition thereof set forth in Section
1.01:

       

      (i)           the
Administrative Agent shall forthwith notify the affected Borrower and the
Lenders that the interest rate cannot be determined for such Eurodollar Rate
Advances;

       

      (ii)           each
such Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance (or, if such
Advance is then a Base Rate Advance, will continue as a Base Rate Advance);
and

       

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

       

      SECTION
2.09.  Optional Conversion of
Advances.  Each Borrower may on any Business Day on which no
Default has occurred and is continuing, upon notice given to the Administrative
Agent not later than 2:00 P.M. (New York City time) on the third Business
Day prior to the date of the proposed Conversion in the case of a Conversion of
Base Rate Advances into Eurodollar Rate Advances or of Eurodollar Rate Advances
of one Interest Period into Eurodollar Rate Advances of another Interest Period,
or not later than 1:00 P.M. (New York City time) on the same Business Day as the
date of the proposed Conversion in the case of a Conversion of Eurodollar Rate
Advances into Base Rate Advances, and, in any case, subject to the provisions of
Sections 2.08, 2.09 and 2.13, Convert all Advances comprising one or more
Borrowings into one or more Borrowings comprised of Advances; provided, however, that:

       

      (a)           No
Conversion of Advances shall result in any Borrowing failing to comply with the
second sentence of Section 2.01(a); and

       

      (b)           In
the case of any Conversion of Eurodollar Rate Advances of one Interest Period
into Eurodollar Rate Advances of another Interest Period or of Eurodollar Rate
Advances into Base Rate Advances other than on the last day of an Interest
Period therefor, the Borrower requesting such Conversion shall be obligated to
reimburse the Lenders in respect thereof pursuant to
Section 9.04(c).

       

      Each such
notice of a Conversion shall, within the restrictions specified above, specify
(i) the date of such Conversion (which shall be a Business Day),
(ii) the Advances to be Converted and (iii) if such Conversion is into
Eurodollar Rate Advances, the duration of the initial Interest Period for each
such Advance.  Each notice of Conversion shall be irrevocable and
binding on the Borrower requesting such Conversion.

       

      
        
          
          

        

        
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      SECTION
2.10.  Optional Prepayments of
Advances.  Each Borrower may, upon at least the same Business
Day's notice to the Administrative Agent received not later than 11:00 A.M. (New
York City time) in the case of a Borrowing consisting of Base Rate Advances, and
upon at least three Business Days' notice to the Administrative Agent received
not later than 2:00 P.M. (New York City time) in the case of a Borrowing
consisting of Eurodollar Rate Advances, stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given such Borrower
shall prepay the outstanding principal amount of the Advances comprising part of
the same Borrowing in whole or ratably in part, together with accrued interest
to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each
partial prepayment or repurchase, as the case may be, shall be in an aggregate
amount of not less than $10,000,000 and (ii) in the case of any such
prepayment of Eurodollar Rate Advances, such Borrower shall be obligated to
reimburse the Lenders in respect thereof pursuant to
Section 9.04(c).

       

      SECTION
2.11.  Increased
Costs.  (a)  If, due to either (i) the
introduction of or any change (other than any change by way of imposition or
increase of reserve requirements included in the Eurodollar Rate Reserve
Percentage) in or in the interpretation of any law, rule or regulation or
(ii) the compliance with, or the implementation or administration (or
change in the administration or enforcement) of, any directive, guideline or
request from any central bank or other Governmental Authority, whether or not
having the force of law, there shall be any increase in the cost to any Lender
of agreeing to make or making, to purchase or purchasing, funding or maintaining
Eurodollar Rate Advances or agreeing to issue or of issuing or maintaining or
participating in Letters of Credit, or any reduction in the amount owing to, or
effective return earned or realizable by, any Lender under this Agreement or any
Note in respect of any such Advances or Letters of Credit, as the case may be
(including for purposes of this Section 2.11 any such increased costs resulting
from Taxes or Other Taxes for which the Borrowers are obligated to reimburse the
Administrative Agent or the Lenders under Section 2.14), then the Borrowers
jointly and severally agree to pay from time to time to the Administrative
Agent, for the account of such Lender, additional amounts sufficient to
compensate such Lender for all such increased costs or reduced amounts or
return, such additional compensation to be paid by the Borrowers within 15 days
of the date of demand therefor by such Lender (with a copy of such demand to the
Administrative Agent) for all additional compensation accrued prior to such
demand and on the dates specified by such Lender in such demand for all such
additional compensation owing to such Lender thereafter; provided, however, that if a
Lender fails to deliver a demand for any additional compensation to which it is
entitled under this Section 2.11(a) within 180 days after such Lender becomes
entitled thereto, such Lender shall only be entitled to additional compensation
for any such amounts incurred prior to the date of such demand that accrued from
and after the date that is 180 days prior to the date such Lender delivers such
demand and for all such additional compensation that shall accrue on and after
the date of such demand; and provided further, however,
that before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, such increased
cost or reduced amount or return and would not, in the reasonable judgment of
such Lender, be otherwise disadvantageous to such Lender.  A
certificate as to the amount of such increased cost or reduced amount or return
in reasonable detail (including the basis of calculation thereof), 

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      
        submitted
to the Borrowers and the Administrative Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest
error.

      

       

      (b)           If
any Lender determines that compliance with any law, rule or regulation or any
directive, guideline or request from any central bank or other Governmental
Authority, or any change therein or in the implementation, administration or
enforcement thereof, that is enacted or becomes effective, or is implemented or
is first required or expected to be complied with, after the date of this
Agreement, whether or not having the force of law, affects or would affect the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and that the amount of such capital is
increased by or is based upon the existence of such Lender's commitment to lend
or to issue or participate in Letters of Credit hereunder and other commitments
of this type or the issuance or maintenance of or participation in the Letters
of Credit (or similar contingent obligations), then the Borrowers jointly and
severally agree to pay from time to time to the Administrative Agent, for the
account of such Lender, additional amounts sufficient to compensate such Lender
or such corporation in the light of such circumstances, to the extent that such
Lender reasonably determines such increase in capital to be allocable to the
existence of such Lender's commitment to lend or to issue or participate in
Letters of Credit hereunder or the issuance or maintenance of or participation
in the Letters of Credit, such additional compensation to be paid by the
Borrowers within 15 days of the date of demand therefor by such Lender (with a
copy of such demand to the Administrative Agent) for all additional compensation
accrued prior to such demand and on the dates specified by such Lender in such
demand for all such additional compensation owing to such Lender thereafter;
provided, however, that
if a Lender fails to deliver a demand for any additional compensation to which
it is entitled under this Section 2.11(b) within 180 days after such Lender
becomes entitled thereto, such Lender shall only be entitled to additional
compensation for any such amounts incurred prior to the date of such demand that
accrued from and after the date that is 180 days prior to the date such Lender
delivers such demand and for all such additional compensation that shall accrue
on and after the date of such demand.  A certificate as to such
amounts in reasonable detail (including the basis of calculation thereof),
submitted to the Borrowers and the Administrative Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error.

       

      (c)           If
a Lender demands additional compensation under Section 2.11(a) or 2.11(b) with
respect to Eurodollar Rate Advances, the Borrowers may (but shall not be
obligated to), upon at least five Business Days' notice to such Lender (with a
copy of such notice to the Administrative Agent), elect that, until the
circumstances causing such demand for additional compensation no longer apply to
such Lender, all Eurodollar Rate Advances that would otherwise be made by such
Lender as part of any Borrowing shall be made instead as Base Rate Advances, and
all payments of principal of and interest on such Base Rate Advances shall be
made at the same time as payments on the Eurodollar Rate Advances otherwise
comprising part of such Borrowing.

       

      SECTION
2.12.  Illegality.  Notwithstanding
any other provision of this Agreement, if any Lender shall notify the
Administrative Agent that the introduction of or any change in or in the
interpretation of any law, rule or regulation makes it unlawful, or any central
bank or other Governmental Authority asserts that it is unlawful, for any Lender
or its Eurodollar Lending Office to perform its obligations hereunder to make
Eurodollar Rate Advances, or to 

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      fund or
maintain Eurodollar Rate Advances, (a) each Eurodollar Rate Advance of such
Lender will automatically, on the last day of the Interest Period then in effect
therefor if permitted by applicable law or otherwise upon demand, Convert into a
Base Rate Advance and (b) the obligation of such Lender to make Eurodollar
Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrowers (promptly
following notice from such Lender) that the circumstances causing such
suspension no longer exist; provided, however, that
before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Eurodollar Lending Office if the making of such a
designation would allow such Lender or its Eurodollar Lending Office to continue
to perform its obligations to make Eurodollar Rate Advances or to continue to
fund or maintain Eurodollar Rate Advances and would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such
Lender.  If the obligation of a Lender to make Eurodollar Rate
Advances is suspended pursuant to this Section 2.12, then, until the
circumstances causing such suspension no longer apply to such Lender, all
Eurodollar Rate Advances that would otherwise be made by such Lender as part of
any Borrowing shall be made instead as Base Rate Advances, and all payments of
principal of and interest on such Base Rate Advances shall be made at the same
time as payments on the Eurodollar Rate Advances otherwise comprising part of
such Borrowing.

       

      SECTION
2.13.  Payments and
Computations.  (a)  Each Borrower shall make each
payment required to be made by it hereunder and under the Notes not later than
11:00 A.M. (New York City time) on the day when due in US Dollars to the
Administrative Agent at the Administrative Agent's Account, in same day
funds.  The Administrative Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or interest or the
Facility Fee ratably (other than amounts payable pursuant to
Section 2.02(c), 2.07(c), 2.11, 2.12, 2.14, 2.15, 2.17 or 9.04(c)) to the
Lenders for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such
Lender for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement.  Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 9.07(d), from and
after the effective date specified in such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder and under the Notes in
respect of the interest assigned thereby to the Lender assignee thereunder, and
the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly
between themselves.  Upon any Assuming Lender becoming a Lender
hereunder as a result of an extension of the Termination Date pursuant to
Section 2.17, and upon the Administrative Agent's receipt of such Lender's
Assumption Agreement and recording the information contained therein in the
Register pursuant to Section 2.17(d), from and after the applicable Extension
Date, the Administrative Agent shall make all payments hereunder and under the
Notes in respect of the interest assumed thereby to the Assuming
Lender.  Upon any Assuming Lender becoming a Lender hereunder as a
result of a Commitment Increase pursuant to Section 2.19, and upon the
Administrative Agent's receipt of such Lender's Assumption Agreement and
recording the information contained therein in the Register pursuant to Section
2.19(d), from and after the applicable Increase Date, the Administrative Agent
shall make all payments hereunder and under the Notes in respect of the interest
assumed thereby to the Assuming Lender.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      (b)           All
computations of interest that are based on clause (a) of the definition of
"Base Rate" set forth
in Section 1.01 and of Facility Fees shall be made by the Administrative Agent
on the basis of a year of 365 or 366 days, as the case may be, and all
computations of interest that are otherwise based on the Eurodollar Rate or that
are based on the Federal Funds Rate and of the Applicable Utilization Fee and
Letter of Credit commissions shall be made by the Administrative Agent on the
basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest, fees or commissions are payable. Each determination by the
Administrative Agent of an interest rate, fee or commission hereunder shall be
conclusive and binding for all purposes, absent manifest error.

       

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

       

      (d)           Unless
the Administrative Agent shall have received notice from the Borrower required
to make any payment hereunder prior to the date on which such payment is due to
the Lenders hereunder that such Borrower will not make such payment in full, the
Administrative Agent may assume that such Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender.  If and
to the extent such Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender, together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

       

      SECTION
2.14.  Taxes.  (a)  Any
and all payments by any Borrower hereunder or under the Notes shall be made, in
accordance with Section 2.13, free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case of
each Lender and the Administrative Agent, taxes imposed on its overall net
income and franchise taxes imposed on it by the jurisdiction under the laws of
which such Lender or the Administrative Agent, as the case may be, is organized
or any political subdivision thereof and, in the case of each Lender, taxes
imposed on its overall net income and franchise taxes imposed on it by the
jurisdiction of such Lender's Applicable Lending Office or any political
subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities in respect of payments hereunder or under
any of the Notes being hereinafter referred to as "Taxes").  If
any Borrower shall be required by applicable law to deduct any Taxes from or in
respect of any sum paid or payable hereunder or under any Note to any Lender or
the Administrative Agent, or, if the Administrative Agent shall be required by
law to deduct any Taxes from or in respect of any sum paid or payable hereunder
or under any Note to any Lender, (i) the sum payable by such Borrower shall
be increased by such Borrower as may be necessary so that, after making all


       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      required
deductions (including deductions, whether by such Borrower or the Administrative
Agent, applicable to additional sums payable under this Section 2.14), such
Lender and the Administrative Agent each receive an amount equal to the sum they
each would have received had no such deductions been made (for example, and
without limitation, if the sum paid or payable hereunder from or in respect of
which a Borrower or the Administrative Agent shall be required to deduct any
Taxes is interest, the interest payable by such Borrower shall be increased by
such Borrower as may be necessary so that, after making all required deductions
(including deductions applicable to additional interest), such Lender and the
Administrative Agent each receive interest equal to the interest they each would
have received had no such deduction been made), (ii) such Borrower (or, as
the case may be and as required by applicable law, the Administrative Agent)
shall make such deductions and (iii) such Borrower (or, as the case may be
and as required by applicable law, the Administrative Agent) shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

       

      (b)           In
addition, each Borrower agrees to pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies that
arise from any payment made hereunder or under the Notes or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Agreement or any of the Notes (hereinafter referred to as "Other
Taxes").

       

      (c)           Each
Borrower shall indemnify each Lender and the Administrative Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any taxes imposed
by any jurisdiction on amounts payable under this Section 2.14) imposed on
or paid by such Lender or the Administrative Agent, as the case may be, and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto.  This indemnification shall be made within 30 days
from the date such Lender or the Administrative Agent, as the case may be, makes
written demand therefor.

       

      (d)           Within
30 days after the date of any payment of Taxes, each Borrower shall furnish to
the Administrative Agent, at its address referred to in Section 9.02, the
original or a certified copy of a receipt evidencing payment
thereof.  In the case of any payment hereunder or under any of the
Notes, if any Borrower determines that no Taxes are payable in respect thereof,
such Borrower shall within 30 days after any request from the Administrative
Agent or any Lender furnish to the Administrative Agent or such Lender a
certificate from the appropriate taxing authority or an opinion of counsel or of
independent certified public accountants acceptable to the Administrative Agent
or such Lender, as the case may be, stating that such payment is exempt from
Taxes.

       

      (e)           Each
Lender shall (i) promptly after the Effective Date in the case of each Initial
Lender and promptly after the date of the Assignment and Acceptance or the
Assumption Agreement, as the case may be, pursuant to which it became a Lender
in the case of each other Lender and (ii) from time to time thereafter upon the
obsolescence or expiration of any previously delivered form or certificate (but
only so long as such Lender remains lawfully able to do so), provide the Company
and the Administrative Agent with any form or certificate that is required by
any taxing authority (including, if applicable, two original Internal Revenue
Service forms W-8BEN or W-8ECI, as appropriate (or any successor form or other
form prescribed by the Internal Revenue Service), an original Internal Revenue
Service form W-9 (or any successor 

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

         

        form), or
to the extent permitted by applicable law, as an alternative to forms W-8BEN or
W-8ECI, two original Internal Revenue Service forms W-8 (or any successor form
prescribed by the Internal Revenue Service), certifying that such Lender is
exempt from United States federal withholding tax pursuant to Section 871(h) or
881(c) of the Internal Revenue Code, together with an annual certificate stating
that such Lender is not a "person" or other entity described in Section
871(h)(3) or 881(c)(3) of the Internal Revenue Code) as shall be appropriate to
establish, subject to the last sentence of this Section 2.14(e), that such
Lender is exempt from Home Jurisdiction Withholding Taxes on payments pursuant
to this Agreement or the Notes (or, in the case of a Lender that becomes a party
to this Agreement pursuant to Section 2.17, 2.19 or 9.07(a), (b) and (c), exempt
from or entitled to a reduced rate of Home Jurisdiction Withholding Taxes on
payments pursuant to this Agreement or the Notes that is no greater than the
rate to which the Non-Consenting Lender or the assigning Lender, as applicable,
was entitled); provided, however, that such Lender
shall have been advised in writing by each Borrower (including at the time any
renewal form is due) of the form or certificate applicable to it, determined by
reference to the jurisdiction of organization and Applicable Lending Offices of
such Lender set forth on Schedule I hereto, in the case of each Initial Lender,
or to the jurisdiction of organization and Applicable Lending Offices of such
Lender set forth in the Assignment and Acceptance or the Assumption Agreement,
as the case may be, pursuant to which it became a Lender, in the case of each
other Lender, or such other branch or office of such Lender designated by such
Lender from time to time as the branch or office at which any of its Advances
are to be made or maintained.  Each Lender shall promptly notify the
Company and the Administrative Agent if, because of any change in the
jurisdiction of organization or an Applicable Lending Office of such Lender, (A)
it is required to withdraw or cancel any form or certificate previously
submitted by it or any form or certificate has otherwise become ineffective or
inaccurate or (B) payments to it are or will be subject to withholding of any
Home Jurisdiction Withholding Tax to a greater or lesser extent than the extent
to which payments to it pursuant to this Agreement or the Notes were previously
subject.  If any form or document referred to in this
Section 2.14(e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to
the Company and the Administrative Agent and shall not be obligated to include
in such form or document such confidential information.

      

       

      (f)           For
any period with respect to which a Lender has failed, within 30 days of such
Lender's receipt of written advice to such effect from any Borrower, to provide
the Company and such Borrower with the appropriate form or certificate described
in Section 2.14(e) (other than if such failure is due
to a change in law (including, without limitation, any change in regulation or
change in the interpretation of any statute or regulation or other rule of law)
occurring subsequent to the date on which a form originally was required to be
provided, or if such form otherwise is not required under the first sentence of
Section 2.14(e)), such Lender shall not be entitled to indemnification
under Section 2.14(a) or 2.14(c) with respect to Taxes imposed by the
United States by reason of such failure; provided, however, that
should a Lender become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrowers shall take such steps as such Lender shall
reasonably request to assist such Lender to recover such Taxes.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      (g)           Notwithstanding
the foregoing provisions of this Section 2.14, no Borrower shall be required to
pay any additional amount to any Lender or the Administrative Agent pursuant to
Section 2.14(a) or 2.14(c) in respect of withholding for United States income
taxes or United States back-up withholding taxes, except to the extent such
taxes are required to be withheld as a result of any amendment to the laws (or
any regulations thereunder) of the United States or any amendment to, or change
in, any interpretation or application of any such laws or regulations by any
Governmental Authority.

       

      (h)           Any
Lender claiming additional amounts payable pursuant to this Section 2.14
(including, without limitation, any additional amounts that any Lender would be
entitled to claim under this Section 2.14 with respect to payments from a
Designated Subsidiary that becomes a Borrower pursuant to Section 9.08) shall
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to file any certificate or document requested by any
Borrower or to change the jurisdiction of its Applicable Lending Office if the
making of such filing or change would avoid the need for or reduce the amount of
any such additional amounts which may thereafter accrue and would not, in the
sole judgment of such Lender, be disadvantageous to such Lender.  Each
Borrower shall promptly upon request by any Lender or the Administrative Agent
take all actions (including, without limitation, the completion of forms and the
provision of information to the appropriate taxing authorities) reasonably
requested by such Lender or the Administrative Agent to secure the benefit of
any exemption from, or relief with respect to, Taxes or Other Taxes in relation
to any amounts payable under this Agreement.

       

      (i)           In
the event that an additional payment is made under Section 2.14(a) or 2.14(c)
for the account of any Lender and such Lender, in its sole opinion, determines
that it has received or been granted a credit against or release or remission
for, or repayment of, any tax paid or payable by it in respect of or calculated
with reference to the deduction or withholding giving rise to such payment, such
Lender shall, to the extent that it can do so without prejudice to the retention
of the amount of such credit, relief, remission or repayment, pay to the Company
or to the applicable Borrower such amount as such Lender shall, in its sole
opinion, have determined to be attributable to such deduction or withholding and
as will leave such Lender (after such payment) in no better or worse position
than it would have been in if such Borrower had not been required to make such
deduction or withholding.  Nothing contained in this Section 2.14
shall interfere with the right of a Lender to arrange its tax affairs in
whatever manner it deems proper nor oblige any Lender to claim any tax credit or
to disclose any information relating to its tax affairs or any computations in
respect thereof or require any Lender to do anything that would prejudice its
ability to benefit from any other credits, reliefs, remissions or repayments to
which it may be entitled.

       

      SECTION
2.15.  Sharing of Payments,
Etc.  If any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of setoff or
otherwise) on account of the Advances owing to it (other than pursuant to
Section 2.02(c), 2.07(c), 2.11, 2.12, 2.14 or 9.04) in excess of its Pro Rata
Share of payments on account of the Advances obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
the Advances owing to them as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the 

       

      
        
          
          

        

        
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        purchasing
Lender the purchase price to the extent of such recovery, together with an
amount equal to such Lender's Pro Rata Share (according to the proportion of
(a) the amount of such Lender's required repayment to (b) the total
amount so recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so
recovered.  Each Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.15 may, to the
fullest extent permitted by applicable law, exercise all of its rights of
payment (including the right of setoff) with respect to such participation as
fully as if such Lender were the direct creditor of such Borrower in the amount
of such participation.

      

       

      SECTION
2.16.  Defaulting
Lenders.  If, at any time, (a) any Lender shall be a
Defaulting Lender, (b) such Defaulting Lender shall owe a Defaulted Advance
to any Borrower and (c) such Borrower shall be required to make any payment
under this Agreement or under any Note to or for the account of such Defaulting
Lender, then such Borrower may, so long as no Default under Section 6.01(a) or
6.01(e) or Event of Default shall have occurred and be continuing and to the
fullest extent permitted by applicable law, set off and otherwise apply the
obligation of such Borrower to make such payment to or for the account of such
Defaulting Lender against the obligation of such Defaulting Lender to make such
Defaulted Advance.  If, on any date, any Borrower shall so set off and
otherwise apply its obligation to make any such payment against the obligation
of such Defaulting Lender to make any such Defaulted Advance on or prior to such
date, the amount so set off and otherwise applied by such Borrower shall
constitute for all purposes of this Agreement and the Notes an Advance by such
Defaulting Lender on the date such Defaulted Advance was originally required to
have been made pursuant to Sections 2.01 and 2.02.  Such Advance
shall be a Base Rate Advance, even if the other Advances comprising such
Borrowing shall be Eurodollar Rate Advances on the date such Advance is deemed
to be made pursuant to this Section 2.16, and, in any such case, shall be
considered for all purposes of this Agreement to comprise part of the Borrowing
in connection with which such Defaulted Advance was originally required to have
been made pursuant to Sections 2.01 and 2.02.  Each Borrower
shall promptly notify the Administrative Agent at any time such Borrower
exercises its right of setoff pursuant to this Section 2.16 and shall set forth
in such notice (A) the name of the Defaulting Lender and the Defaulted
Advance required to be made by such Defaulting Lender and (B) the amount
set off and otherwise applied in respect of such Defaulted Advance pursuant to
this Section 2.16.

       

      SECTION
2.17.  Extension of Termination
Date.  (a)  At least 60 days but not more than 90
days prior to any Anniversary Date but in any event not more than twice prior to
the Termination Date in effect on the date hereof, the Company, by written
notice to the Administrative Agent, may request an extension of the Termination
Date in effect at such time by one calendar year from the Agreement's then
scheduled expiration.  The Administrative Agent shall promptly notify
each Lender of such request, and each Lender shall in turn, in its sole
discretion, within 15 days of such notice but not later than 45 days prior to
such next Anniversary Date, notify the Administrative Agent in writing as to
whether such Lender will consent to such extension.  If any Lender
shall fail to notify the Administrative Agent in writing of its consent to, or
refusal of, any such request for extension of the Termination Date at least 45
days prior to the next Anniversary Date, such Lender shall be deemed to be a
Non-Consenting Lender with respect to such request.  The
Administrative Agent shall notify the Company not later than 40 days prior to
such next Anniversary Date of the decision of the Lenders regarding


       

      
        
          
          

        

        
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        the
Company's request for an extension of the Termination Date.  It is
understood and agreed that no Lender shall have any obligation whatsoever to
agree to any request made by the Company for an extension of the Termination
Date.

      

       

      (b)           If
all of the Lenders consent in writing to any such request in accordance with
subsection (a) of this Section 2.17 and upon fulfillment of the applicable
conditions set forth in Article III, the Termination Date in effect at such time
shall, effective as at such next Anniversary Date (the "Extension
Date"), be extended for one calendar year.  If less than all of
the Lenders consent in writing to any such request in accordance with subsection
(a) of this Section 2.17, the Termination Date in effect at such time shall,
upon fulfillment of the applicable conditions set forth in Article III,
effective as at the applicable Extension Date, be extended as to those Lenders
that so consented (each, a "Consenting
Lender") but shall not be extended as to any other Lender (each, a "Non-Consenting
Lender"); provided that at least a
majority in interest of the aggregate Commitments at such time (after giving
effect to any assumptions of the Commitments of Non-Consenting Lenders in
accordance with subsection (c) of this Section 2.17) consent in writing to any
such request for extension of the Termination Date.  To the extent
that the Termination Date is not extended as to any Lender pursuant to this
Section 2.17 and the Commitment of such Lender is not assumed in accordance with
subsection (c) of this Section 2.17 on or prior to the applicable Extension
Date, the Commitment of such Non-Consenting Lender shall automatically terminate
in whole on such unextended Termination Date without any further notice or other
action by the Company, such Lender or any other Person; provided that such
Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and its
obligations under Section 8.05, shall survive the Termination Date for such
Lender as to matters occurring prior to such Extension Date.

       

      (c)           If
less than all of the Lenders consent to any such request pursuant to subsection
(a) of this Section 2.17, the Company may arrange for one or more
Consenting Lenders or other Eligible Assignees to assume, effective as of the
Extension Date, any Non-Consenting Lender's Commitment and all of the rights and
obligations of such Non-Consenting Lender under this Agreement thereafter
arising (each Eligible Assignee assuming the Commitment of one or more
Non-Consenting Lenders pursuant to this Section 2.17, or becoming a party
to this Agreement in accordance with Section 2.19, being an "Assuming
Lender"), without recourse to or warranty by, or expense to, such
Non-Consenting Lender; provided, however, that the
amount of the Commitment of any such Assuming Lender shall in no event be less
than $10,000,000 unless the amount of the Commitment of such Non-Consenting
Lender is less than $10,000,000, in which case such Assuming Lender shall assume
all of such lesser amount; and provided further
that:

       

      (i)           any
such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting
Lender the aggregate principal amount of, and any interest accrued and unpaid to
the effective date of such assumption on, the outstanding Advances, if any, of
such Non-Consenting Lender;

       

      (ii)           any
accrued and unpaid Facility Fees owing to such Non-Consenting Lender as of the
effective date of such assumption, and all other accrued and unpaid amounts
owing to such Non-Consenting Lender under this Agreement and the Notes as


       

      
        
          
          

        

        
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      of the effective date of such assumption, shall have been paid to
such Non-Consenting Lender by the Borrower or such Consenting Lender or Assuming
Lender; and

       

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

       

      At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Company and the Administrative Agent an
Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting
Lender, the Company and the Administrative Agent, (B) each such Consenting
Lender, if any, shall have delivered written confirmation satisfactory to the
Company and the Administrative Agent as to any increase in the amount of its
Commitment resulting from its assumption of one or more Commitments of the
Non-Consenting Lenders and (C) each Non-Consenting Lender being replaced
pursuant to this Section 2.17(c) shall have delivered to the Administrative
Agent, to be held in escrow on behalf of such Non-Consenting Lender until the
payment in full of all amounts owing to such Non-Consenting Lender under clauses
(i) and (ii) of this Section 2.17(c), any Note or Notes held by such
Non-Consenting Lender.  Upon the payment or prepayment of all amounts
referred to in clauses (i) through (iii) of this Section 2.17(c), each such
Consenting Lender or Assuming Lender, as of the Extension Date, will be
substituted for the applicable Non-Consenting Lender(s) under this Agreement and
shall be a Lender for all purposes of this Agreement, without any further
acknowledgment by or the consent of any of the other Lenders, and the
obligations of each such Non-Consenting Lender hereunder shall, by the
provisions hereof, be released and discharged.

      


      (d)           If
a majority in interest of the Lenders (after giving effect to any assumptions
pursuant to subsection (c) of this Section 2.17) consent in writing to a
requested extension (whether by execution and delivery of an Assumption
Agreement or otherwise) not later than one Business Day prior to an Extension
Date, the Administrative Agent shall so notify the Company, and, upon
fulfillment of the applicable conditions set forth in Article III, the
Termination Date then in effect shall be extended for an additional one-year
period, as described in subsection (a) of this Section 2.17, and all references
in this Agreement and in the Notes to the "Termination Date" shall, with
respect to each Consenting Lender and each Assuming Lender for such Extension
Date, refer to the Termination Date as so extended.  Promptly
following each Extension Date, the Administrative Agent shall notify the Lenders
(including, without limitation, each Assuming Lender) of the extension of the
scheduled Termination Date in effect immediately prior thereto and shall
thereupon record in the Register the relevant information with respect to each
such Consenting Lender and each such Assuming Lender.

       

      (e)           Within
ten Business Days after each Extension Date, each Borrower shall, at its own
expense, execute and deliver to the Administrative Agent Notes payable to the
order of each Consenting Lender that has requested a Note in accordance with
Section 2.20 (in the case of each such Consenting Lender, in exchange for the
Note surrendered by such Consenting Lender to the Administrative Agent), if any,
and each Assuming Lender, if any, in each case dated such Extension Date and in
substantially the form of Exhibit A hereto and in an amount equal to the
Commitment of such Consenting Lender or Assuming Lender, as the case may be,
after giving effect to such extension of the Termination Date.  The
Administrative Agent, upon receipt of 

       

      
        
          
          

        

        
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        such
Notes, shall promptly deliver such Notes to the respective Consenting Lenders
and Assuming Lenders.

      

       

      SECTION
2.18.  Use
of Proceeds.  The proceeds of the Advances shall be available
(and each Borrower agrees that it shall use such proceeds) solely for general
corporate purposes of such Borrower and its Subsidiaries not otherwise
prohibited under the terms of this Agreement.

       

      SECTION
2.19.  Increase in the Aggregate
Revolving Credit Commitments.  (a) The Company may, not more
than twice in any calendar year, by notice to the Administrative Agent, request
that the aggregate amount of the Revolving Credit Commitments be increased by an
amount of $25,000,000 or an integral multiple thereof (each a "Commitment
Increase") to be effective as of a date that is at least 90 days prior to
the Termination Date (the "Increase
Date") as specified in the related notice to the Administrative Agent;
provided, however that (i) in no event
shall the aggregate amount of the Revolving Credit Commitments at any time
exceed $1,500,000,000 and (ii) on the date of any request by the Company for a
Commitment Increase and on the related Increase Date, the applicable conditions
set forth in Section 3.04 shall be satisfied.

       

      (b)           The
Administrative Agent shall promptly notify such Lenders or Eligible Assignees as
the Company shall identify of a request by the Company for a Commitment
Increase, which notice shall include (i) the proposed amount of such requested
Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which
such Lenders or Eligible Assignees wishing to participate in the Commitment
Increase must commit to an increase in the amount of their respective Revolving
Credit Commitments (the "Commitment
Date").  The requested Commitment Increase shall be allocated
among the Lenders and Eligible Assignees willing to participate therein in such
amounts as are agreed between the Company and the Administrative
Agent.

       

      (c)           Promptly
following each Commitment Date, the Administrative Agent shall notify the
Company as to the amount, if any, by which the Lenders and Eligible Assignees
are willing to participate in the requested Commitment Increase.  The
Revolving Credit Commitment of each such Eligible Assignee shall be in a minimum
amount of $10,000,000.

       

      (d)           On
each Increase Date, each bank or other entity that is not prior to such date a
Lender hereunder and accepts an offer to participate in a requested Commitment
Increase in accordance with Section 2.19(b) (each such bank or other entity, an
"Assuming
Lender") shall become a Lender party to this Agreement as of such
Increase Date and the Revolving Credit Commitment of each bank or other entity
that prior to such date is a Lender and accepts an offer to participate in such
requested Commitment Increase (an "Increasing
Lender") shall be so increased by such amount as of the Increase Date;
provided, however, that the
Administrative Agent shall have received on or before such Increase Date the
following, each dated such date:

       

      (i)           (A)
evidence satisfactory to the Administrative Agent of authorization of the Board
of Directors of each Borrower approving the Commitment Increase, (B) Notes duly
executed by each of the Borrowers to the order of each of the Assuming Lenders
and the Increasing Lenders that has requested a Note in accordance with Section
2.20 and (C) 

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

         

      

      an opinion of counsel for the Borrowers (which may be in-house
counsel), in substantially the form of Exhibit E-1 hereto;

       

      (ii)           an
assumption agreement from each Assuming Lender, if any, in form and substance
satisfactory to the Company and the Administrative Agent, duly executed by such
Assuming Lender, the Administrative Agent and the Borrower; and

       

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

       

      On each
Increase Date, upon fulfillment of the conditions set forth in the immediately
preceding sentence of this Section 2.19(d), the Administrative Agent shall
notify the Lenders (including, without limitation, each Assuming Lender) and the
Company, on or before 1:00 P.M. (New York City time), by telecopier, of the
occurrence of the Commitment Increase to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date.  On each
Increase Date each Assuming Lender and each Increasing Lender shall make
available for the account of its Applicable Lending Office to the Administrative
Agent at the Administrative Agent's Account, in same day funds, in the case of
an Assuming Lender, an amount equal to such Assuming Lender's ratable portion of
the Borrowings then outstanding (calculated based on its Commitment as a
percentage of the aggregate Commitments after giving effect to the relevant
Commitment Increase) and, in the case of such Increasing Lender, an amount equal
to the excess of (A) such Increasing Lender's ratable portion of the Borrowings
then outstanding (calculated based on its Commitment as a percentage of the
aggregate Commitments after giving effect to the relevant Commitment increase)
over (B) such Increasing Lender's ratable portion of the Borrowings then
outstanding (based on its Commitment (without giving effect to the relevant
Commitment Increase) as a percentage of the aggregate Commitments (without
giving effect to such Commitment Increase).  After the Administrative
Agent's receipt of such funds from each such Increasing Lender and each such
Assuming Lender, the Administrative Agent will promptly thereafter cause to be
distributed like funds to the other Lenders for the account of their respective
Applicable Lending Offices in an amount to each other Lender such that the
aggregate amount of the outstanding Advances owing to each Lender, after giving
effect to such distribution equals such Lender's ratable portion of the
Borrowings then outstanding (calculated based on its Commitment as a percentage
of the aggregate Commitments after giving effect to the relevant Commitment
Increase).  On each Increase Date, each Borrower shall pay on to the
Administrative Agent for the Account of each Lender amounts, if any, owing to
such Lenders pursuant to Section 9.04(c).

       

      SECTION
2.20.  Evidence of
Debt.  (a)  Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of
each Borrower to such Lender resulting from each Advance owing to such Lender
from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder in respect of
Advances.  Each Borrower agrees that upon notice by any Lender to such
Borrower (with a copy of such notice to the Administrative Agent) to the effect
that a Note is required or appropriate in order for such Lender to evidence
(whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, such 

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

         

        Borrower
shall promptly execute and deliver to such Lender a Note payable to the order of
such Lender in a principal amount up to the Revolving Credit Commitment of such
Lender.

      

       

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

       

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

       

      SECTION
2.21.  Addition of Issuing
Banks.  The Company may, by notice to the Administrative Agent,
request that an Eligible Assignee be added as an Issuing Bank under this
Agreement and having a Letter of Credit Commitment in the amount indicated in
such notice, to be effective as of a date that is at least 90 days prior to the
final Termination Date (the "Addition
Date").  On each Addition Date, each such Eligible Assignee
that is not prior to such date a Lender hereunder shall become a Lender and an
Issuing Bank party to this Agreement as of such Addition Date having a Letter of
Credit Commitment as indicated in such notice, and each such Eligible Assignee
that prior to such date is a Lender and accepts an offer to become an Issuing
Bank shall become an Issuing Bank party to this Agreement as of such Addition
Date having a Letter of Credit Commitment as indicated in such notice; provided, however, that the
Administrative Agent shall have received on or before such Addition Date the
following, an assumption agreement from each such Eligible Assignee, in form and
substance satisfactory to the Company and the Administrative Agent, duly
executed by such Eligible Assignee, the Administrative Agent and the Borrower,
pursuant to which such Eligible Assignee agrees to be bound by the terms of this
Agreement and to perform the obligations of an Issuing Bank
hereunder.  On each Addition Date, upon fulfillment of the conditions
set forth in the immediately preceding sentence of this Section 2.21, the
Administrative Agent shall notify the Company of the addition of each such
Issuing Bank to be effected on such Addition Date and shall record in the
Register the relevant information with respect to each applicable Eligible
Assignee on such date.

       

      ARTICLE
III

       

      CONDITIONS
TO EFFECTIVENESS AND LENDING

       

      
        
          
          

        

        
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      SECTION
3.01.  Conditions Precedent to
Effectiveness of Section 2.01.  Section 2.01 shall become
effective on and as of the first date (the "Effective
Date") on which the following conditions precedent have been
satisfied:

       

      (a)           No
event or development shall have occurred or failed to occur, and no action shall
have been taken or failed to have been taken, by or on behalf of any Borrower or
any of its Subsidiaries that, either individually or in the aggregate, has had
or could reasonably be expected to have a Material Adverse Effect since December
31, 2006.  No fact or circumstance shall be known by any Borrower
that, either individually or in the aggregate, has had or could reasonably be
expected to have (so far as such Borrower can reasonably foresee) a Material
Adverse Effect since December 31, 2006.

       

      (b)           All
governmental and other third party consents and approvals necessary in
connection with this Agreement and the Notes and with the transactions
contemplated hereby shall have been obtained (without the imposition of any
conditions that are not reasonably acceptable to the Lenders) and shall remain
in effect; and no law or regulation shall be applicable in the reasonable
judgment of the Lenders that restrains, prevents or imposes materially adverse
conditions on this Agreement or any Note or upon any of the transactions
contemplated hereby.

       

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

       

      (d)           All
accrued fees and, to the extent invoices have been delivered to the Company on
or prior to such date, all accrued expenses of the Administrative Agent and the
Lenders (including, without limitation, all accrued fees and expenses of counsel
for the Administrative Agent and the Syndication Agent) shall have been
paid.

       

      (e)           All
of the amounts owing by any borrower under the Existing Credit Agreement shall
have been, or concurrently with any initial Borrowing made on the Effective Date
shall be, paid in full, and all commitments of the lenders thereunder shall have
been, or concurrently with any initial Borrowing made on the Effective Date
shall be, terminated in accordance with the terms of such Agreement and each of
the Initial Lenders that is a party to the Existing Credit Agreement hereby
waives, upon execution of this Agreement, the three business days' notice
required by Section 2.04 of the Existing Credit Agreement relating to the
termination of the commitments under the Existing Credit Agreement.

       

      (f)           On
the Effective Date, the following statements shall be true and the
Administrative Agent shall have received for the account of each Lender a
certificate of the Company, on behalf of itself and each other Borrower, signed
by a duly authorized officer of the Company, dated such date, stating
that:

       

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

       

      (ii)           No
event has occurred and is continuing, or shall occur as a result of the
occurrence of the Effective Date, that constitutes a Default; and

       

      
        
          
          

        

        
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      (iii)           All
of the amounts owing by any borrower under the Existing Credit Agreement shall
have been, or concurrently with any initial Borrowing made on the Effective Date
shall be, paid in full, and all commitments of the lenders thereunder shall have
been, or concurrently with any initial Borrowing made on the Effective Date
shall be, terminated in accordance with the terms of such
Agreement.

       

      (g)           The
Administrative Agent shall have received on or before the Effective Date each of
the following, dated the Effective Date and in form and substance satisfactory
to the Administrative Agent:

       

      (i)           The
Notes of each of the Borrowers to the order of each of the Lenders that has
requested a Note in accordance with Section 2.20.

       

      (ii)           A
certificate of the Secretary or an Assistant Secretary (or person performing
similar functions) of each of the Borrowers certifying (A) appropriate
resolutions of the board of directors (or persons performing similar functions)
of such Borrower authorizing Borrowings under this Agreement and its Notes, and
all documents evidencing other necessary corporate (or equivalent) action and
governmental approvals, if any, with respect to this Agreement and its Notes
(copies of which shall be attached thereto), (B) copies of the by-laws (or the
equivalent thereof) of such Borrower (copies of which shall be attached thereto)
and (C) the names and true signatures of the officers of such Borrower
authorized to sign this Agreement and its Notes and the other documents to be
delivered by such Borrower hereunder.

       

      (iii)           A
copy of the charter or articles (or other similar organizational documents) of
each Borrower, certified (as of a date reasonably near the Effective Date) as
being a true and complete copy thereof by the Secretary of State (or other
appropriate Governmental Authority) of the jurisdiction of organization of such
Borrower or, if such certificate is not provided in the jurisdiction of
organization of any Borrower, certified (as of a date reasonably near the
Effective Date) as being a true and complete copy thereof by a duly authorized
officer of such Borrower.

       

      (iv)           A
copy of a certificate of the Secretary of State (or other appropriate
Governmental Authority) of the jurisdiction of organization of such Borrower,
dated reasonably near the Effective Date, certifying that such Borrower is
duly organized and in good standing (or the equivalent thereof) under the laws
of the jurisdiction of its organization.

       

      (v)           A
favorable opinion of Miles & Stockbridge P.C., counsel for the Borrowers,
and a favorable opinion of Allen & Overy Luxembourg, Luxembourg counsel for
BDLF and BDL, in substantially the form of Exhibits E-1 and E-2 hereto,
respectively, and addressing such other matters as the Administrative Agent may
reasonably request.

       

      
        
          
          

        

        
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      (vi)           A
favorable opinion of Shearman & Sterling LLP, counsel for the Administrative
Agent and the Syndication Agent.

       

      SECTION
3.02.  Conditions Precedent to the
Initial Borrowing of Each Designated Subsidiary.  The
obligation of each Lender to make an initial Advance to each Designated
Subsidiary following its designation as a Borrower hereunder pursuant to Section
9.08 on the occasion of the initial Borrowing thereby is subject to the
Administrative Agent's receipt on or before the date of such initial Borrowing
of each of the following, in form and substance satisfactory to the
Administrative Agent and dated such date:

       

      (a)           The
Designation Letter of such Designated Subsidiary, in substantially the form of
Exhibit F hereto.

       

      (b)           A
Note of such Designated Subsidiary to the order of each of the Lenders that has
requested a Note in accordance with Section 2.20.

       

      (c)           A
certificate of the Secretary or an Assistant Secretary (or person performing
similar functions) of such Designated Subsidiary certifying (A) appropriate
resolutions of the board of directors (or persons performing similar functions)
of such Designated Subsidiary approving this Agreement and its Notes, and all
documents evidencing other necessary corporate (or equivalent) action and
governmental approvals, if any, with respect to this Agreement and its Notes
(copies of which shall be attached thereto), (B) copies of the by-laws (or the
equivalent thereof) of such Designated Subsidiary (copies of which shall be
attached thereto) and (C) the names and true signatures of the officers of such
Designated Subsidiary authorized to sign the Designation Letter of such
Designated Subsidiary and its Notes and the other documents to be delivered by
such Designated Subsidiary hereunder.

       

      (d)           A
copy of the charter or articles (or other similar organizational document) of
such Designated Subsidiary, certified (as of a date reasonably near the date of
such Borrowing) as being a true and complete copy thereof by the Secretary of
State (or other appropriate Governmental Authority) of the jurisdiction of
organization of such Designated Subsidiary or, if such certificate is not
provided in the jurisdiction of organization of such Designated Subsidiary,
certified (as of a date reasonably near the date of such Borrowing) as being a
true and complete copy thereof by a duly authorized officer of such Designated
Subsidiary.

       

      (e)           A
copy of a certificate of the Secretary of State (or other appropriate
Governmental Authority) of the jurisdiction of organization of such Designated
Subsidiary, dated reasonably near the date of such Borrowing, certifying
that such Designated Subsidiary is duly organized and in good standing (or
the equivalent thereof) under the laws of the jurisdiction of its
organization.

       

      (f)           A
certificate signed by a duly authorized officer of such Designated Subsidiary,
dated as of the date of such Borrowing, certifying that such Designated
Subsidiary has obtained all authorizations, consents, approvals (including,
without limitation, exchange control approvals) and licenses of any Governmental
Authority or 

       

      
        
          
          

        

        
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      other
third party necessary for such Designated Subsidiary to execute and deliver its
Designation Letter and its Notes and to perform its obligations under this
Agreement or any of its Notes.

       

      (g)           Evidence
of acceptance by the Company of its appointment as the process agent of such
Designated Subsidiary in accordance with Section 9.12(a), in substantially the
form of Exhibit G hereto.

       

      (h)           A
favorable opinion of counsel for such Designated Subsidiary reasonably
acceptable to the Administrative Agent, dated the date of such Borrowing, in
substantially the form of Exhibit E-3 hereto (subject to the assumptions,
qualifications and limitations customary for legal opinions in the jurisdiction
for which such opinion is delivered), and addressing such other matters as any
Lender through the Administrative Agent may reasonably request.

       

      (i)           Such
other documents, opinions and other information as any Lender, through the
Administrative Agent, may reasonably request.

       

      SECTION
3.03.  Conditions Precedent to Each
Borrowing and Each Issuance.  The obligation of each Lender to
make an Advance on the occasion of each Borrowing, and the obligations of each
Issuing Bank to issue, or increase the Available Amount of, a Letter of Credit,
shall be subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing or such issuance (a) the following
statements shall be true (and each of the giving of the applicable Notice of
Borrowing and the acceptance by the Borrower that requested such Borrowing of
the proceeds of such Borrowing and the giving of a Notice of Issuance shall
constitute a representation and warranty by such Borrower that on the date of
such Borrowing or such issuance or increase such statements are
true):

       

      (i)           The
representations and warranties contained in Section 4.01 (and, if such
Borrowing shall have been requested by a Designated Subsidiary, the
representations and warranties of such Designated Subsidiary contained in its
Designation Letter) are correct on and as of the date of such Borrowing or such
issuance or increase, before and after giving effect to such Borrowing or such
issuance and to the application of the proceeds therefrom, as though made on and
as of such date; and

       

      (ii)           No
event has occurred and is continuing, or would result from such Borrowing or
such issuance or increase or from the application of the proceeds therefrom,
that constitutes a Default;

       

      and
(b) the Administrative Agent shall have received such other documents,
opinions and other information as any Lender, through the Administrative Agent,
may reasonably request.  Nothing in this Section 3.03 shall be
construed to require any Borrower to satisfy the conditions set forth herein
solely upon the Conversion of one or more Borrowings in accordance with the
terms of this Agreement.

       

      SECTION
3.04.  Conditions Precedent to Each
Extension Date and Each Commitment Increase .  The obligation
of each Consenting Lender and each Assuming Lender to extend the Termination
Date pursuant to Section 2.17, and the obligation of each
Increasing

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

         

         

        Lender
and each Assuming Lender to increase its Commitment pursuant to Section 2.19, is
subject to the conditions precedent that (a) (i) in the case of an Extension
Date, the Administrative Agent shall have accepted all of the Assumption
Agreements of the Assuming Lenders and received all of the written confirmations
of increases in the Commitments of the Consenting Lenders for such Extension
Date and all of the Non-Consenting Lenders shall have received all of the
amounts required to have been paid to them under Section 2.17(c) on or prior to
such Extension Date and (ii) in the case of a Commitment Increase, the
Administrative Agent shall have accepted all of the Assumption Agreements of the
Assuming Lenders and received all of the written confirmations of the increases
in the Commitments of the Increasing Lenders for such Commitment Increase, and
(b) on such Extension Date or such Increase Date, as the case may be, the
following statements shall be true (and a duly authorized officer of the Company
shall certify the completeness and accuracy of  such statements to the
Administrative Agent and the Lenders on and as of such Extension Date or such
Increase Date):

      

       

      (i)           No
event or development has occurred or failed to occur, and no action has been
taken or failed to have been taken, by or on behalf of any Borrower or any of
its Subsidiaries that, either individually or in the aggregate, has had or could
reasonably be expected to have a Material Adverse Effect since December 31,
2006.  No fact or circumstance is known by any Borrower that, either
individually or in the aggregate, has had or could reasonably be expected to
have (so far as such Borrower can reasonably foresee) a Material Adverse Effect
since December 31, 2006;

       

      (ii)           The
representations and warranties contained in Section 4.01 are correct on and
as of such Extension Date or Increase Date, before and after giving effect to
such Extension Date or Increase Date; and

       

      (iii)           No
event has occurred and is continuing, or would result from the occurrence of
such Extension Date or such Increase Date that constitutes a
Default.

       

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

       

      ARTICLE
IV

       

      REPRESENTATIONS
AND WARRANTIES

       

      SECTION
4.01.  Representations and
Warranties of the Borrowers.  Each Borrower represents and
warrants as follows:

       

      (a)           Each
Borrower and each of its Significant Subsidiaries (i) are Persons duly
organized, validly existing and, to the extent such concept is applicable in the
jurisdiction 

       

      
        
          
          

        

        
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      of
organization of such Borrower or such Subsidiary, in good standing under the
laws of the jurisdictions of their respective organization, (ii) are duly
qualified and, to the extent such concept is

      applicable
in such jurisdiction, in good standing as foreign corporations (or the
equivalent thereof) in each other jurisdiction in which they own or lease
property or in which the conduct of their

      respective
businesses requires them to so qualify or be licensed, except where the failure
to so qualify or be licensed, either individually or in the aggregate, could not
reasonably be expected to have a

      Material
Adverse Effect, and (iii) have all requisite power and authority to own or
lease and operate their properties and to carry on their respective businesses
as now conducted and as proposed to

      be
conducted.

       

      (b)           The
execution, delivery and performance by each Borrower of this Agreement and its
Notes, and the consummation of the transactions contemplated hereby, are within
such Borrower's powers, have been duly authorized by all necessary action
(including, without limitation, all necessary stockholders' action), and do not
contravene (i) such Borrower's charter or by-laws (or similar
organizational documents), (ii) any law, statute, rule or regulation or any
order, writ, judgment, injunction, decree, determination or award or
(iii) any contract, loan agreement, indenture, mortgage, deed of trust,
lease or other instrument binding on or affecting such Borrower, any of its
Subsidiaries or any of their properties or assets.

       

      (c)           No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or any other third party is required for the due
execution, delivery and performance by any Borrower of this Agreement or any of
its Notes, or for the consummation of any of the transactions contemplated
hereby, except as have been obtained or made and are in full force and
effect.

       

      (d)           This
Agreement has been, and each of the Notes when delivered hereunder will have
been, duly executed and delivered by each Borrower intended to be a party
thereto.  This Agreement is, and each of the Notes when delivered
hereunder will be, the legal, valid and binding obligation of each Borrower
intended to be a party thereto, enforceable against such Borrower in accordance
with their respective terms, except to the extent that the enforceability
thereof may be limited by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in effect relating
to or affecting creditors' rights generally or by general principles of
equity.

       

      (e)           The
most recently completed annual Financial Statements of the Company and its
Subsidiaries, copies of which have been furnished to each Lender, fairly present
the consolidated financial condition of the Company and its Subsidiaries as at
the date of such Financial Statements and the consolidated results of operations
of the Company and its Subsidiaries for the fiscal year of the Company ended on
the date of such Financial Statements, all in accordance with generally accepted
accounting principles in effect at the time such Financial Statements were
prepared.

       

      (f)           All
information, exhibits and reports (other than financial statements, analysts'
reports, projections and assumptions) furnished by or on behalf of each Borrower
to any Lender in connection with the negotiation of, or pursuant to the terms
of, 

       

      
        
          
          

        

        
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      this
Agreement do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained therein not
misleading, in light of the circumstances

      under
which any such statements were made.

       

      (g)           There
is no action, suit, investigation, litigation or proceeding (including, without
limitation, any Environmental Action) against or in any other way affecting any
Borrower or any of its Subsidiaries or any of its respective properties or
businesses pending or, to the best knowledge of such Borrower or any of its
Subsidiaries, threatened before any court, Governmental Authority or arbitrator
that (i) either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect or (ii) purports to adversely
affect the legality, validity or enforceability of this Agreement or any of the
Notes or the consummation of the transactions contemplated hereby.

       

      (h)           None
of the Borrowers is engaged in the business of extending credit for the purpose
of purchasing or carrying "margin stock" (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System), and
no proceeds of any Advance will be used to purchase or carry any margin stock or
to extend credit to others for the purpose of purchasing or carrying margin
stock.

       

      (i)           Neither
any Borrower nor any of its Subsidiaries is an "investment company", or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company" (each as defined in the Investment Company Act of 1940, as
amended).  Neither the making of any Advances nor the application of
the proceeds or the repayment or repurchase thereof by any Borrower, nor the
consummation of any of the other transactions contemplated hereby, will violate
any provision of such Act or any rule, regulation or order of the Securities and
Exchange Commission thereunder.

       

      (j)           The
Advances and all related obligations of each Borrower under this Agreement and
its Notes rank pari
passu with all other unsecured obligations of such Borrower that are not,
by their terms, expressly subordinate to such other obligations of such
Borrower.

       

      ARTICLE
V

       

      COVENANTS
OF THE BORROWERS

       

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

       

      (a)           Compliance with Laws,
Etc.  Comply, and cause each of its Subsidiaries to comply,
with all applicable laws, rules, regulations and orders, such compliance to
include, without limitation, compliance with ERISA and Environmental Laws,
except where, and for so long as, the failure to so comply (i) has been excused
or waived under applicable law or (ii) either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse
Effect.  Comply, and cause each of its Subsidiaries to comply, with
the terms of all of its contracts, loan agreements, indentures, mortgages,


       

      
        
          
          

        

        
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      deeds of
trust, leases and other agreements and instruments, the violation or breach of
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

       

      (b)           Payment of Taxes,
Etc.  Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
property and (ii) all lawful claims that, if unpaid, might by law become a
Lien upon its property and assets; provided, however, that neither any
Borrower nor any of its Subsidiaries shall be required to pay or discharge (A)
any taxes, assessments, reassessments, charges, levies or claims that, either
individually or in the aggregate, do not exceed $15,000,000 (or the equivalent
thereof in one or more foreign currencies) at any time or (B) any such tax,
assessment, reassessment, charge, levy or claim that is being contested in good
faith and by proper proceedings and as to which appropriate reserves are being
maintained in accordance with generally accepted accounting principles in effect
from time to time, unless and until, in any of the foregoing cases, any Lien
resulting therefrom attaches to its property and enforcement, collection, levy
or foreclosure proceedings shall have been commenced and remain unstayed in
respect thereof.

       

      (c)           Maintenance of
Insurance.  Maintain, and cause each of its Subsidiaries to
maintain, (i) insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses of similar size and owning similar
properties in the same general areas in which such Borrower or such Subsidiary
operates and (ii) additional insurance to the extent required under applicable
law, rule, regulation or order unless, in either case, the failure to maintain
such insurance, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

       

      (d)           Preservation of Existence,
Etc.  Preserve and maintain, and cause each of its Subsidiaries
to preserve and maintain, its existence, rights (charter and statutory),
licenses and franchises (whether arising as a matter of contract or under
applicable law or regulation); provided, however, that any Borrower or
any of its Subsidiaries may consummate any transaction otherwise permitted under
Section 5.02(b); and provided further that neither any
Borrower nor any of its Subsidiaries shall be required to preserve (i) any
Subsidiary of the Company that is not a Borrower or (ii) any right, license or
franchise if management of such Borrower shall determine in good faith that the
preservation thereof is no longer desirable in the conduct of the business or
the continued operations of such Borrower or such Subsidiary, as the case may
be, and that the loss thereof is not disadvantageous in any material respect to
such Borrower, such Subsidiary or the Lenders.

       

      (e)           Visitation
Rights.  At any reasonable time and from time to time, during
normal business hours and upon reasonable notice, permit the Administrative
Agent or any of the Lenders or any agents or representatives thereof to examine
and make copies of and abstracts from the records and books of account, and
visit and inspect the properties, of any Borrower or any of its Subsidiaries,
and to discuss the affairs, finances 

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      and
accounts of any Borrower or any of its Subsidiaries with any of their officers
or directors and with their independent certified public
accountants.

       

      (f)           Keeping of
Books.  Keep, and cause each of its Subsidiaries to keep,
proper books of record and account, in which full and correct entries shall be
made of all financial transactions and the assets and business of such Borrower
and each such Subsidiary in accordance with generally accepted accounting
principles in effect from time to time.

       

      (g)           Maintenance of Properties,
Etc.  Maintain and preserve, and cause each of its Subsidiaries
to maintain and preserve, all of its material properties that are used or useful
in the conduct of its business in good working order and condition, ordinary
wear and tear excepted.

       

      (h)           Use of
Proceeds.  Use all of the proceeds of the Advances solely for
general corporate purposes of such Borrower and its Subsidiaries not otherwise
prohibited under the terms of this Agreement.

       

      (i)           Transactions with
Affiliates.  Conduct, and cause each of its Subsidiaries to
conduct, all transactions otherwise permitted under this Agreement with any of
their Affiliates on terms that are fair and reasonable and no less favorable to
such Borrower or such Subsidiary than it would obtain in a comparable
arm's-length transaction with a Person not an Affiliate, except for transactions
between or among the Company and its Subsidiaries or between or among
Subsidiaries of the Company not otherwise prohibited under this Agreement that,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

       

      (j)           Reporting
Requirements.  Furnish to the Lenders:

       

      (i)           as
soon as available and in any event within 50 days after the end of each of the
first three fiscal quarters of each fiscal year of the Company, commencing with
the fiscal quarter of the Company ending March 30, 2008, the Financial
Statements of the Company and its Subsidiaries as of the end of such fiscal
quarter, duly certified by the chief financial officer or the treasurer of the
Company as (A) having been prepared in accordance with generally accepted
accounting principles in effect at the time such Financial Statements were
prepared and (B) fairly presenting in all material respects, subject to year-end
adjustments, the consolidated financial condition of the Company and its
Subsidiaries as at the last day of such fiscal quarter and the consolidated
results of operations of the Company and its Subsidiaries for such
period;

       

      (ii)           as
soon as available and in any event within 95 days after the end of each fiscal
year of the Company, commencing with the fiscal year of the Company ending
December 31, 2007, a copy of the annual report, prepared in the manner
required under Form 10-K, for such fiscal year for the Company and its
Subsidiaries containing the Financial Statements of the Company and its
Subsidiaries as of the end of such fiscal year, in each case accompanied by an


       

      
        
          
          

        

        
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      opinion
of Ernst & Young LLP or other independent certified public accountants of
nationally recognized standing in the United States and reasonably acceptable to
the Administrative

      Agent
that is unqualified as to going concern and scope of audit and is otherwise in
scope and substance acceptable to the Required Lenders, together with a
certificate of such accounting

      firm
addressed to the Administrative Agent and the Lenders stating that in the course
of the regular audit of the business of the Company and its Subsidiaries, which
audit was conducted by

      such
accounting firm in accordance with generally accepted auditing standards,
nothing has come to the attention of such accountants that causes them to
believe that the Company has

      failed to
comply with the covenants set forth in Section 5.03;

       

      (iii)           
as soon as available after the end of each fiscal year of each Foreign Borrower,
a balance sheet of such Foreign Borrower as of the end of such fiscal year and
the related statement of income of such Foreign Borrower for such fiscal year
and such other statements for such fiscal year as are required to be included in
the statutory report of the jurisdiction in which such Foreign Borrower resides,
in each case prepared in accordance with historical convention and with
generally accepted accounting principles prevailing in such jurisdiction at the
time such financial statements are delivered;

       

      (iv)           simultaneously
with each delivery of the Financial Statements referred to in clauses (i) and
(ii) of this Section 5.01(j), (A) a certificate of the chief financial
officer or the treasurer of the Company (1) stating that no Default has
occurred and is continuing or, if a Default has occurred and is continuing, a
statement as to the nature thereof and the action that the Company has taken
and/or proposes to take with respect thereto and (2) setting forth in
reasonable detail the calculations necessary to demonstrate compliance with each
of the covenants set forth in Section 5.03 and (B) in the event of any
change in the generally accepted accounting principles used in the preparation
of such Financial Statements from GAAP, a statement of reconciliation, if and to
the extent necessary for the determination of compliance with each of the
covenants set forth in Section 5.03, conforming such Financial Statements
to generally accepted accounting principles consistent with GAAP;

       

      (v)           as
soon as possible and in any event within five days after any Responsible Officer
knows or has reason to know of the occurrence of each Default, a statement of
such Responsible Officer setting forth the details of such Default or such
event, development or circumstance, as the case may be, and the action that such
Borrower has taken and/or proposes to take with respect thereto;

       

      (vi)           promptly
after the sending or filing thereof, copies of all reports that the Company
sends to its securityholders, and copies of all reports and registration
statements (other than registration statements filed on Form S-8 or otherwise
relating to securities being offered and sold under, or interests in, employee
benefit plans), if any, that any Borrower or any Subsidiary files with the
Securities and Exchange Commission or any national securities
exchange;

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      (vii)           promptly
after the commencement thereof, notice of all actions, suits, investigations,
litigations and proceedings before any court, Governmental Authority or
arbitrator against or in any other way affecting any Borrower or any of its
Subsidiaries or any of their respective properties or businesses of the type
described in Section 4.01(g);

       

      (viii)           promptly
and in any event within five Business Days after becoming aware thereof, notice
of any change in the rating assigned by any nationally recognized rating agency
to any securities issued by any Borrower or any of its Subsidiaries and the
effective date of such change, together with a copy of such notice if available
at such time; and

       

      (ix)           such
other information respecting the businesses, assets, liabilities, financial
condition, results of operations or business prospects of any Borrower or any of
its Subsidiaries as any Lender, through the Administrative Agent, may from time
to time reasonably request.

       

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

       

      (a)           Liens,
Etc.  Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien on or with respect to any of
its properties and assets, whether now owned or hereafter acquired, or assign as
security, or permit any of its Subsidiaries to assign as security, any right to
receive income therefrom, other than:

       

      (i)           Permitted
Liens;

       

      (ii)           Liens
existing or contemplated on the date of this Agreement and described on
Schedule 5.02(a) hereto;

       

      (iii)           purchase
money Liens upon or in one or more tangible assets acquired or held by any
Borrower or any of its Subsidiaries in the ordinary course of business to secure
the purchase price of such tangible assets or to secure Indebtedness incurred
solely for the purpose of financing the acquisition, construction or improvement
of such tangible assets so long as such Liens are incurred within 90 days of the
date of acquisition of such tangible assets, or Liens existing on any such
tangible asset at the time of its acquisition (other than any such Liens created
in contemplation of such acquisition that were not incurred to finance the
acquisition of such tangible assets); provided, however, that no
such Lien shall extend to or cover any property or assets of any character other
than the tangible assets being acquired, constructed or improved; and provided further that any
Indebtedness secured by such Liens shall otherwise be permitted under the terms
of this Agreement;

       

      (iv)           Liens
on property and assets of a Person existing at the time such Person is merged
into or consolidated with any Borrower or any of its Subsidiaries or becomes a
Subsidiary of any Borrower; provided that any
such

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

       Liens
were not created in contemplation of such merger, consolidation or acquisition
and do not extend to or cover (A) any property or assets other than the property
and assets of the

       Person
being merged into or consolidated with such Borrower or such Subsidiary or being
acquired by such Borrower or such Subsidiary, as the case may be, or (B) any
obligations of any

       Person
other than those obligations that were secured by such property and assets at
the time of such merger, consolidation or acquisition; and provided further that any
Indebtedness

       secured
by such Liens shall otherwise be permitted under the terms of this
Agreement;

       

      (v)           Liens
on any property or assets of any Subsidiary of the Company securing Indebtedness
owed to the Company or any of its other Subsidiaries;

       

      (vi)           Liens
securing reimbursement obligations under commercial letters of credit incurred
in the ordinary course of business; provided that any such Liens
shall cover only the goods, or documents of title evidencing goods, that are
purchased in the transaction for which such letter of credit was issued and the
products and proceeds thereof;

       

      (vii)           Liens
arising out of judgments or awards that do not constitute an Event of Default
under Section 6.01(f) or 6.01(g) and in respect of which any Borrower or
any of its Subsidiaries subject thereto shall be prosecuting an appeal or
proceedings for review in good faith and, pending such appeal or proceedings,
shall have secured a subsisting stay of execution within 30 days of such
judgment or award and shall be maintaining appropriate reserves, in accordance
with generally accepted accounting principles in effect from time to time, with
respect to any such judgment or award;

       

      (viii)           Liens
on cash, certificates of deposit or other similar bank obligations securing
Indebtedness (which Indebtedness may be in a different currency from such cash,
certificates of deposit or other bank obligations) in an amount substantially
equal in value (determined at the time such Lien is created) to such cash,
certificates of deposit or other bank obligations, as the case may
be;

       

      (ix)           Liens
not otherwise permitted under this Section 5.02(a) securing obligations in an
aggregate amount not to exceed $300,000,000 (or the equivalent thereof in one or
more foreign currencies) for the Company and its Subsidiaries at any time;
and

       

      (x)           the
extension, renewal, replacement or refinancing of any Lien otherwise permitted
under any of clauses (ii) through (iv) of this Section 5.02(a) upon or in the
same property and assets theretofore subject thereto; provided that no such
extension, renewal, replacement or refinancing shall extend to or cover any
property not theretofore subject to the Lien being extended, renewed, replaced
or refinanced; and provided
further that (A) any obligation secured by such Liens shall otherwise be
permitted under the terms of this Agreement and 

       

      
        
          
          

        

        
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      (B) both
immediately before and immediately after giving effect to such Lien, no Default
shall have occurred and be continuing.

       

      (b)           Mergers,
Etc.  Merge or consolidate with or into, or convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its property and assets (whether now
owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries
to do so, except that:

       

      (i)           
any Subsidiary of the Company that is not a Borrower may merge or consolidate
with or into, or convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets to, any other Person so long as, if
such Person is a Borrower, such Person is the surviving entity; and

       

      (ii)           any
Borrower may merge with any other Person (including, without limitation, any
other Borrower or any of its Subsidiaries) so long as (A) if the Company is a
party to such merger or consolidation, the Company is the surviving entity or
(B) if any other Borrower is a party to such merger or consolidation, either (1)
the surviving entity shall be such Borrower or (2) the surviving entity
(w) shall be a Substantially Owned Subsidiary of the Company, (x) shall
succeed, by an agreement or operation of law, to all of the businesses and
operations of such Borrower and shall assume, in an assumption agreement in form
and substance satisfactory to the Administrative Agent, all of the rights and
obligations of such Borrower under this Agreement and the Notes, (y) shall
deliver to the Administrative Agent all of the certificates, opinions and other
documents described in clauses (b) through (h) of Section 3.02 with respect to
such surviving entity, in each case in form and substance satisfactory to the
Administrative Agent, and such other documents, opinions and other information
as any Lender, through the Administrative Agent, may reasonably request and
(z) shall cause the Company to deliver to the Administrative Agent written
confirmation of its obligations under Section 7.01 with respect to such
surviving entity;

       

      provided, in each of the
foregoing cases, that no Default shall have occurred and be continuing at the
time of such merger, consolidation, conveyance, transfer, lease or disposition,
or shall occur as a result thereof.  Notwithstanding any of the
foregoing provisions of this Section 5.02(b), neither any Borrower nor any
of its Subsidiaries shall sell, convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions and whether through
the disposition of shares of capital stock or other property or assets) all or
substantially all of the power tool business engaged in by the Company and its
Subsidiaries on the date of this Agreement.

       

      (c)           Change in Nature of
Business.  Engage in any business other than the businesses
engaged in by the Company and its Subsidiaries on the date of this Agreement and
other businesses and activities that are substantially similar, related or
incidental thereto.

       

      
        
          
          

        

        
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      (d)           Fiscal
Year.  Make or permit any change in the fiscal year of the
Company.

       

      (e)           Substance Storage and
Disposal.  Permit any Hazardous Materials to be generated,
used, treated, handled or stored at, or transported to or from, any property
owned or operated by any Borrower or any of its Subsidiaries in any manner that
could result in the incurrence by any Borrower or any of its Subsidiaries of
remedial obligations or liabilities under any applicable Environmental Law,
except (a) as set forth on Schedule 4.01 hereto and (b) for substances (i) to be
used in the business of such Borrower or such Subsidiary pending and during such
use and (ii) that are generated or used in the business of such Borrower or such
Subsidiary pending their disposal.

       

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

       

      (a)           Leverage
Ratio.  Maintain a Leverage Ratio as of the last day of each of
its fiscal quarters of not greater than 3.5 to 1.

       

      (b)           Cash Flow Coverage
Ratio.  Maintain a Cash Flow Coverage Ratio as of the last day
of each of its fiscal quarters of not less than 3.25 to 1.

       

      ARTICLE
VI

       

      EVENTS
OF DEFAULT

       

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

       

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

       

      (b)           Any
representation or warranty made by any Borrower herein or by any Borrower (or
any of its officers) in connection with this Agreement (including, without
limitation, in the Designation Letter of any Borrower) shall prove to have been
incorrect or misleading in any material respect when made; or

       

      (c)           Any
Borrower shall fail to perform or observe (i) any term, covenant or agreement
contained in Section 5.01(a), (d), (h), (i) or (j)(v), or 5.02(a) or (b),
or 5.03 to be performed or observed by such Borrower or (ii) any other
term, covenant or agreement contained in this Agreement to be performed or
observed by such Borrower if such failure shall remain unremedied for 30 days
after the earlier of (A) the first date on which a Responsible Officer of any
Borrower knows or has reason to know of such failure and (B) the date on which
written notice thereof shall have been given to the Company or the applicable
Borrower by the Administrative Agent or any Lender; or

       

      
        
          
          

        

        
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      (d)           Any
Borrower or any of its Subsidiaries shall fail to pay any principal of or any
premium or interest on any Indebtedness that is outstanding in a principal
amount of or, in the case of any Hedge Agreement, having an Agreement Value of,
at least $75,000,000 (or the equivalent thereof in one or more foreign
currencies), either individually or in the aggregate (but excluding Indebtedness
outstanding hereunder), of such Borrower or such Subsidiary, as the case may be,
when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or an offer
to prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof; or

       

      (e)           Any
Borrower or any Significant Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against any Borrower or any Significant
Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 60
days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or any
substantial part of its property and assets) shall occur; or any Borrower or any
Significant Subsidiary shall take any action to authorize any of the actions set
forth above in this Section 6.01(e); or

       

      (f)           One
or more judgments or orders for the payment of money in excess of $75,000,000
(or the equivalent thereof in one or more foreign currencies) shall be rendered
against one or more of the Borrowers and their Subsidiaries and shall remain
unsatisfied and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall
be any period of 30 consecutive days during which a stay of enforcement of any
such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or

       

      (g)           Any
material provision of this Agreement (including Article VII) or any Note after
delivery thereof pursuant to Article III shall for any reason cease to be valid
and binding on or enforceable against any Borrower intended to be a party
thereto, or any Borrower or any of its Subsidiaries or other Affiliates shall so
state in writing; or

       

      
        
          
          

        

        
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      (h)           The
Company or any of its ERISA Affiliates shall incur, or, in the reasonable
opinion of the Required Lenders, shall be reasonably likely to incur liability
in excess of $75,000,000 in the aggregate as a result of one or more of the
following:  (i) the occurrence of any ERISA Event; (ii) the
partial or complete withdrawal of the Company or any of its ERISA Affiliates
from a Multiemployer Plan; or (iii) the reorganization or termination of a
Multiemployer Plan;

       

      (i)           Any
Borrower (other than the Company) shall cease to be a Substantially Owned
Subsidiary; or

       

      (j)           A
Change of Control shall occur;

       

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

      


      SECTION
6.02.  Actions in Respect of the
Letters of Credit upon Default.  If any Event of Default shall
have occurred and be continuing, the Administrative Agent may with the consent,
or shall at the request, of the Required Lenders, irrespective of whether it is
taking any of the actions described in Section 6.01 or otherwise, make demand
upon the Borrowers to, and forthwith upon such demand the Borrowers will, (a)
pay to the Administrative Agent on behalf of the Lenders in same day funds at
the Administrative Agent's office designated in such demand, for deposit in the
L/C Cash Collateral Account, an amount equal to the aggregate Available Amount
of all Letters of Credit then outstanding or (b) make such other arrangements in
respect of the outstanding Letters of Credit as shall be acceptable to the
Required Lenders; provided that in the event of
an actual or deemed entry of an order for relief with respect to any Borrower
under the U.S. Federal Bankruptcy Code or any similar bankruptcy or insolvency
law of any other jurisdiction, the Borrowers shall pay such amount forthwith
without any notice or demand or any other action by the Administrative Agent or
any Lender, each of which is hereby waived.  If at any time the
Administrative Agent determines that any funds held in the L/C Cash Collateral
Account are subject to any right or claim of any Person other than the
Administrative Agent and the Lenders or that the total amount of such funds is
less than the aggregate Available

       

      
        
          
          

        

        
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        Amount of
all Letters of Credit, the Borrowers will, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to be
deposited and held in the L/C Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Collateral Account that the
Administrative Agent determines to be free and clear of any such right and
claim.  Upon the drawing of any Letter of Credit, to the extent funds
are on deposit in the L/C Cash Collateral Account, such funds shall be applied
to reimburse the Issuing Banks and the Lenders to the extent permitted by
applicable law.  After (i) no Event of Default shall be continuing or
(ii) all such Letters of Credit shall have expired or been fully drawn upon and
all other obligations of the Borrowers hereunder and under the Notes shall have
been paid in full, the balance, if any, in such L/C Cash Collateral Account
shall be returned to the Borrowers.

      

      


      ARTICLE
VII

       

      GUARANTEE

       

      SECTION
7.01.  Unconditional
Guarantee.  For valuable consideration, receipt whereof is
hereby acknowledged, and to induce each Lender to make Advances and the Issuing
Banks to issue Letters of Credit from time to time to the Borrowers and to
induce the Administrative Agent to act in such capacity hereunder, the Company
hereby unconditionally and irrevocably guarantees the punctual payment when due,
whether at stated maturity, by acceleration or otherwise, of all obligations of
each of the other Borrowers now or hereafter existing under this Agreement and
the Notes of such other Borrowers, whether for principal, interest, fees,
expenses or otherwise (such obligations being the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including, without
limitation, reasonable fees and expenses of counsel) incurred by the
Administrative Agent or any Lender in enforcing its rights under this Article
VII.  Without limiting the generality of the foregoing, the Company's
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any other Borrower to the Administrative Agent
or any Lender under this Agreement or any Note of such other Borrower but for
the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving such other
Borrower.

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      (e)           any
failure of the Administrative Agent or any Lender to disclose to the Company any
information relating to the financial condition, operations, properties or
prospects of any other Borrower now or hereafter known by the Administrative
Agent or such Lender, as the case may be; or

       

      (f)           any
other circumstance (including, without limitation, any statute of limitations to
the fullest extent permitted by applicable law or any existence of or reliance
on any representation by the Administrative Agent or any Lender) that might
otherwise constitute a defense available to, or a discharge of, the Company, any
other Borrower or any other guarantor or surety.

       

      The
guarantee of the Company set forth in this Article VII shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Guaranteed Obligations is rescinded or must otherwise be returned by
the Administrative Agent or any of the Lenders upon the insolvency, bankruptcy
or reorganization of any other Borrower or otherwise, all as though such payment
had not been made.

      


      SECTION
7.03.  Waivers.  (a)  The
Company hereby unconditionally and irrevocably waives promptness, diligence,
presentment, demand for payment, protest, notice of acceptance and any other
notice with respect to any of the Guaranteed Obligations and the guarantee of
the Company set forth in this Article VII, and any requirement that any right or
power be exhausted or any action be taken against any other Borrower or against
any other guarantor of all or any portion of the Advances.

       

      (b)           The
Company hereby unconditionally and irrevocably waives any right to revoke its
guarantee set forth in this Article VII, and acknowledges that such guarantee is
continuing in nature and applies to all of the Guaranteed Obligations, whether
existing now or in the future.

       

      (c)           The
Company hereby unconditionally and irrevocably waives any duty on the part of
the Administrative Agent or any Lender to disclose to the Company any matter,
fact or thing relating to the business, properties, operation or condition of
any other Borrower or any 

       

      
        
          
          

        

        
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        of its
Subsidiaries now or hereafter known by the Administrative Agent or such Lender,
as the case may be.

      

       

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

       

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

       

      SECTION
7.05.  Continuing Guarantee;
Assignments.  The guarantee of the Company set forth in Section
7.01 is a continuing guarantee and shall (a) remain in full force and
effect until the latest of (i) the indefeasible payment in full in cash of all
of the Guaranteed Obligations and all other amounts payable under this Article
VII, (ii) the expiration or termination of each Letter of Credit issued for the
account of any such Borrower and (iii) the Termination Date, (b) be binding upon
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        benefit
of and be enforceable by each Lender and the Administrative Agent and their
respective successors, transferees and assigns and (d) be reinstated if at any
time any payment to a Lender or the Administrative Agent hereunder is required
to be returned by such Lender or the Administrative Agent, as the case may
be.  Without limiting the generality of clause (c) of the immediately
preceding sentence, each Lender may assign or otherwise transfer all or a
portion of its rights and obligations under this Agreement (including, without
limitation, the Advances owing to it and any other Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all of
the benefits in respect thereof granted to such Lender under this Article VII or
otherwise, in each case as provided in Section 9.07.

      

       

      ARTICLE
VIII

       

      THE
ADMINISTRATIVE AGENT

       

      SECTION
8.01.  Authorization and
Authority.  Each Lender hereby irrevocably appoints Citibank to
act on its behalf as the Administrative Agent hereunder and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof,
together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article are solely for the benefit of
the Administrative Agent and the Lenders, and, except with respect to the
provisions of Section 8.06 requiring consent of or consultation with the
Company, neither the Company nor any other Borrower shall have rights as a third
party beneficiary of any of such provisions.

       

      SECTION
8.02.  Administrative Agent
Individually.  (a)  The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity.  Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the
Company or any Subsidiary or other Affiliate thereof as if such Person were not
the Administrative Agent hereunder and without any duty to account therefor to
the Lenders.

       

      (b)           Each
Lender understands that the Person serving as Administrative Agent, acting in
its individual capacity, and its Affiliates (collectively, the “Administrative
Agent’s Group”) are engaged in a wide range of financial services and
businesses (including investment management, financing, securities trading,
corporate and investment banking and research) (such services and businesses are
collectively referred to in this Section 8.02 as “Activities”)
and may engage in the Activities with or on behalf of one or more of the
Borrowers or their respective Affiliates.  Furthermore, the
Administrative Agent’s Group may, in undertaking the Activities, engage in
trading in financial products or undertake other investment businesses for its
own account or on behalf of others (including the Borrowers and their Affiliates
and including holding, for its own account or on behalf of others, equity, debt
and similar positions in the Company or another Borrower or their respective
Affiliates), including trading in or holding long, short or derivative positions
in securities, loans or other financial products of one or more of the Borrowers
or their Affiliates.  Each Lender understands and agrees that in
engaging in the

       

      
        
          
          

        

        
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        Activities,
the Administrative Agent’s Group may receive or otherwise obtain information
concerning the Borrowers or their Affiliates (including information concerning
the ability of the Borrowers to perform their respective obligations hereunder)
which information may not be available to any of the Lenders that are not
members of the Administrative Agent’s Group.  Neither the
Administrative Agent nor any member of the Administrative Agent’s Group shall
have any duty to disclose to any Lender or use on behalf of the Lenders, and
shall not be liable for the failure to so disclose or use, any information
whatsoever about or derived from the Activities or otherwise (including any
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any Borrower or any Affiliate
thereof) or to account for any revenue or profits obtained in connection with
the Activities, except that the Administrative Agent shall deliver or otherwise
make available to each Lender such documents as are expressly required by this
Agreement to be transmitted by the Administrative Agent to the
Lenders.

      

       

      (c)           Each
Lender further understands that there may be situations where members of the
Administrative Agent’s Group or their respective customers (including the
Borrowers and their Affiliates) either now have or may in the future have
interests or take actions that may conflict with the interests of any one or
more of the Lenders (including the interests of the Lenders
hereunder).  Each Lender agrees that no member of the Administrative
Agent’s Group is or shall be required to restrict its activities as a result of
the Person serving as Administrative Agent being a member of the Administrative
Agent’s Group, and that each member of the Administrative Agent’s Group may
undertake any Activities without further consultation with or notification to
any Lender.  None of (i) this Agreement, (ii) the receipt by the
Administrative Agent’s Group of information (including Information) concerning
the Borrowers or their Affiliates (including information concerning the ability
of the Borrowers to perform their respective obligations hereunder) or (iii) any
other matter shall give rise to any fiduciary, equitable or contractual duties
(including without limitation any duty of trust or confidence) owing by the
Administrative Agent or any member of the Administrative Agent’s Group to any
Lender including any such duty that would prevent or restrict the Administrative
Agent’s Group from acting on behalf of customers (including the Borrowers or
their Affiliates) or for its own account.

       

      SECTION
8.03.  Duties of Administrative
Agent; Exculpatory Provisions.  (a)  The
Administrative Agent's duties hereunder are solely ministerial and
administrative in nature and the Administrative Agent shall not have any duties
or obligations except those expressly set forth herein.  Without
limiting the generality of the foregoing, the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, but shall be required to act or refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the written direction of
the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent or
any of its Affiliates to liability or that is contrary to this Agreement or
applicable law.

       

      (b)           The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
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        in good
faith shall be necessary, under the circumstances as provided in
Sections 9.01 or 6.01) or (ii) in the absence of its own gross
negligence or willful misconduct.  The Administrative Agent shall be
deemed not to have knowledge of any Default or the event or events that give or
may give rise to any Default unless and until a Borrower or any Lender shall
have given notice to the Administrative Agent describing such Default and such
event or events.

      

       

      (c)           Neither
the Administrative Agent nor any member of the Administrative Agent’s Group
shall be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty, representation or other information made or
supplied in or in connection with this Agreement or the information provided to
the Lenders prior to the date hereof, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith or the adequacy, accuracy and/or completeness of the
information contained therein, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document or the perfection or priority of any Lien or
security interest created or purported to be created hereby or (v) the
satisfaction of any condition set forth in Article III or elsewhere herein,
other than (but subject to the foregoing clause (ii)) to confirm receipt of
items expressly required to be delivered to the Administrative
Agent.

       

      (d)           Nothing
in this Agreement shall require the Administrative Agent or any of its Related
Parties to carry out any "know your customer" or other checks in relation to any
person on behalf of any Lender and each Lender confirms to the Administrative
Agent that it is solely responsible for any such checks it is required to carry
out and that it may not rely on any statement in relation to such checks made by
the Administrative Agent or any of its Related Parties.

       

      SECTION
8.04.  Reliance by Administrative
Agent.  The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person.  The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In determining compliance with any
condition hereunder to the making of an Advance, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender unless an officer of the Administrative Agent responsible for the
transactions contemplated hereby shall have received notice to the contrary from
such Lender prior to the making of such Advance or the issuance of such Letter
of Credit, and in the case of a Borrowing, such Lender shall not have made
available to the Administrative Agent such Lender’s ratable portion of such
Borrowing.  The Administrative Agent may consult with legal counsel
(who may be counsel for the Company or any other Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

       

      
        
          
          

        

        
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      SECTION
8.05.  Indemnification.  (a)  The
Lenders agree to indemnify the Administrative Agent (to the extent required to
be paid and not reimbursed by the Borrowers), according to their respective Pro
Rata Shares of principal amounts of the Advances made by each of them (or if no
Advances are outstanding at such date or if any Advances are held by Persons
that are not Lenders at such date, according to their respective Pro Rata Shares
of the aggregate Commitments at such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses and disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or any Note or any action taken or
omitted by the Administrative Agent under this Agreement or any Note; provided that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's gross negligence or willful
misconduct.  Without limitation of the foregoing, each Lender agrees
to reimburse the Administrative Agent promptly upon demand for its Pro Rata
Share of any out-of-pocket costs and expenses (including reasonable counsel fees
and expenses) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement
or any Note to the extent that the Administrative Agent is not reimbursed for
such expenses by the Borrowers.

       

      SECTION
8.06.  Resignation of
Administrative Agent.  The Administrative Agent may at any time
give notice of its resignation to the Lenders and the Company.  Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right to appoint a successor, which shall be a bank with an office in the United
States, or an Affiliate of any such bank with an office in the United States,
provided that, so long
as no Default shall have occurred and be continuing, the Company shall have the
right to propose a successor Administrative Agent to the Lenders and shall have
the right to consent to any such successor Administrative Agent, such consent
not to be unreasonably withheld and to be deemed to have been given if the
Company does not object to the proposed successor Administrative Agent within
five Business Days after notice thereof .  If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation (such 30-day period, the “Lender Appointment
Period”), then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above.  In addition and without any obligation on the part of
the retiring Administrative Agent to appoint, on behalf of the Lenders and in
consultation with the Company, a successor Administrative Agent, the retiring
Administrative Agent may at any time upon or after the end of the Lender
Appointment Period notify the Company and the Lenders that no qualifying Person
has accepted appointment as successor Administrative Agent and the effective
date of such retiring Administrative Agent’s resignation which effective date
shall be no earlier than three business days after the date of such
notice.  Upon the resignation effective date established in such
notice and regardless of whether a successor Administrative Agent has been
appointed and accepted such appointment, the retiring Administrative Agent’s
resignation shall nonetheless become effective and (i) the retiring
Administrative Agent shall be discharged from its duties and obligations as
Administrative Agent hereunder and (ii) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
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        until
such time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this paragraph.  Upon the acceptance of a
successor’s appointment as Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties as
Administrative Agent of the retiring (or retired) Administrative Agent, and the
retiring (or retired) Administrative Agent shall be discharged from all of its
duties and obligations as Administrative Agent hereunder (if not already
discharged therefrom as provided above in this paragraph).  The fees
payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the Company
and such successor.  After the retiring Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

      

       

      SECTION
8.07.  Non-Reliance on
Administrative Agent and Other Lenders.  (a)  Each
Lender confirms to the Administrative Agent, each other Lender and each of their
respective Related Parties that it (i) possesses (individually or through its
Related Parties) such knowledge and experience in financial and business matters
that it is capable, without reliance on the Administrative Agent, any other
Lender or any of their respective Related Parties, of evaluating the merits and
risks (including tax, legal, regulatory, credit, accounting and other financial
matters) of (x) entering into this Agreement, (y) making Advances and other
extensions of credit hereunder and (z) in taking or not taking actions
hereunder, (ii) is financially able to bear such risks and (iii) has determined
that entering into this Agreement and making Advances and other extensions of
credit hereunder is suitable and appropriate for it.

       

      (b)           Each
Lender acknowledges that (i) it is solely responsible for making its own
independent appraisal and investigation of all risks arising under or in
connection with this Agreement, (ii) that it has, independently and without
reliance upon the Administrative Agent, any other Lender or any of their
respective Related Parties, made its own appraisal and investigation of all
risks associated with, and its own credit analysis and decision to enter into,
this Agreement based on such documents and information as it has deemed
appropriate and (iii) it will, independently and without reliance upon the
Administrative Agent, any other Lender or any of their respective Related
Parties, continue to be solely responsible for making its own appraisal and
investigation of all risks arising under or in connection with, and its own
credit analysis and decision to take or not take action under, this Agreement
based on such documents and information as it shall from time to time deem
appropriate, which may include, in each case:

       

      (i)           the
financial condition, status and capitalization of the Company and each other
Borrower;

      


      (ii)           the
legality, validity, effectiveness, adequacy or enforceability of this Agreement
and any other agreement, arrangement or document entered into, made or executed
in anticipation of, under or in connection herewith;

      


      (iii)           determining
compliance or non-compliance with any condition hereunder to the making of an
Advance, or the issuance of a Letter of Credit and the form and 

       

      
        
          
          

        

        
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      substance
of all evidence delivered in connection with establishing the satisfaction of
each such condition;

      


      (iv)           the
adequacy, accuracy and completeness of the information provided to the Lenders
prior to the date hereof and any other information delivered by the
Administrative Agent, any other Lender or any of their respective Related
Parties under or in connection with this Agreement, the transactions
contemplated hereby or any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection
herewith.

      


      SECTION
8.08.  No
Other Duties, etc.  Anything herein to the contrary
notwithstanding, none of the Persons acting as Bookrunners, Arrangers,
Syndication Agent or Documentation Agents listed on the cover page hereof shall
have any powers, duties or responsibilities under this Agreement, except in its
capacity, as applicable, as the Administrative Agent or as a Lender
hereunder.

       

      ARTICLE
IX

       

      MISCELLANEOUS

       

      SECTION
9.01.  Amendments,
Etc.  No amendment or waiver of any provision of this Agreement
or the Notes, nor consent to any departure by any Borrower therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Required Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by all of the
Lenders, do any of the following:

       

      (a)           waive
any of the conditions specified in Section 3.01 or 3.02 or, with respect to
all Consenting Lenders and all Assuming Lenders, Section 3.04;

       

      (b)           increase
the aggregate Revolving Credit Commitments of the Lenders or subject the Lenders
to any additional obligations;

       

      (c)           reduce
the principal of, or interest on, the Advances, or any fees (other than any fees
referred to in Section 2.04(b)(ii) or (c)) or other amounts payable
hereunder;

       

      (d)           postpone
any date fixed for any payment of principal of, or interest on, the Advances or
any fees (other than any fees referred to in Section 2.04(b)(ii) or (c)) or
other amounts payable hereunder, except pursuant to Section 2.17 as in effect on
the date of this Agreement;

       

      (e)           change
the percentage of the Revolving Credit Commitments or of the aggregate unpaid
principal amount of the Advances, or the number of Lenders, that shall be
required for the Lenders or any of them to take any action
hereunder;

       

      (f)           release
or limit the obligations of the Company under any provision of Article VII;
or

       

      
        
          
          

        

        
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      (g)           amend
this Section 9.01;

       

      and provided further, however,
that (x) no amendment, waiver or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement or any Note, (y) no amendment, waiver or consent of Section 9.07(f)
shall, unless in writing and signed by each Lender that has granted a funding
option to an SPC in addition to the Lenders required above to take such action,
affect the rights or duties of such Lender or SPC under this Agreement or any
Note and (z) no amendment, waiver or consent shall, unless in writing and signed
by the Issuing Banks in addition to the Lenders required above to take such
action, adversely affect the rights or obligations of the Issuing Banks in their
capacities as such under this Agreement.

      


      SECTION
9.02.  Notices,
Etc.  (a)  All notices and other communications
provided for hereunder, unless otherwise expressly stated herein, shall be in
writing (including telecopier communication) and mailed, telecopied or
delivered, if to any Initial Borrower, at its address set forth below its name
on the signature pages hereof; if to any Designated Subsidiary that becomes a
Borrower hereunder, at its address set forth below its name on the signature
page to its Designation Letter; if to any Initial Lender, at its Base Rate
Lending Office specified opposite its name on Schedule I hereto; if to any
other Lender, at its Base Rate Lending Office specified in the Assignment and
Acceptance or the Assumption Agreement, as the case may be, pursuant to which it
became a Lender; if to the Administrative Agent, at its address at Two Penns
Way, New Castle, Delaware  19720, Attention:  Bank Loan
Syndications Department; or, as to any Borrower or the Administrative Agent, at
such other address as shall be designated by such party in a written notice to
the other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Company and the
Administrative Agent.  All such notices and communications shall, when
mailed or telecopied, be effective when deposited in the mails or telecopied,
respectively, except that notices and communications to the Administrative Agent
pursuant to Article II, III or VIII shall not be effective until received
by the Administrative Agent.  Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or any
of the Notes or of any Exhibit hereto to be executed and delivered hereunder
shall be effective as delivery of a manually executed counterpart
thereof.

       

      (b)           If
any notice required under this Agreement is permitted to be made, and is made,
by telephone, actions taken or omitted to be taken in reliance thereon by the
Administrative Agent or any Lender shall be binding upon the Borrower delivering
such notice notwithstanding any inconsistency between the notice provided by
telephone and any subsequent writing in confirmation thereof provided to the
Administrative Agent or such Lender; provided that any such action
taken or omitted to be taken by the Administrative Agent or such Lender shall
have been in good faith and in accordance with the terms of this
Agreement.

       

      (c)           Notwithstanding
anything to the contrary contained in this Agreement or any Note, (i) any
notice to the Borrowers or to any one of them required under this Agreement or
any such Note that is delivered to the Company shall constitute effective notice
to the Borrowers or to any such Borrower, including the Company and (ii) any
Notice of Borrowing or any notice of Conversion delivered pursuant to Section
2.09 may be delivered by any Borrower or by the Company, on behalf of any other
Borrower.  Each Initial Borrower (other than the Company)

       

      
        
          
          

        

        
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        and each
Designated Subsidiary hereby irrevocably appoints the Company as its authorized
agent to receive and deliver notices in accordance with this Section 9.02, and
hereby irrevocably agrees that (A) in the case of clause (i) of the immediately
preceding sentence, the failure of the Company to give any notice referred to
therein to any such Initial Borrower or any such Designated Subsidiary, as the
case may be, to which such notice applies shall not impair or affect the
validity of such notice with respect thereto and (B) in the case of clause (ii)
of the immediately preceding sentence, the delivery of any such notice by the
Company, on behalf of any other Borrower, shall be binding on such other
Borrower to the same extent as if such notice had been executed and delivered
directly by such Borrower.

      

       

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

       

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

       

      SECTION
9.03.  No
Waiver; Remedies.  No failure on the part of any Lender or the
Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof or consent
thereto; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are cumulative and not exclusive
of any remedies provided by applicable law.

       

      
        
          
          

        

        
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      SECTION
9.04.  Costs
and Expenses.  (a)  Each of the Borrowers jointly and
severally agrees to pay, or to reimburse the Administrative Agent from time to
time upon demand for, all reasonable costs and expenses of the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, (A) all
syndication (including printing and distribution) costs and expenses and, with
the approval of the Company, consultant costs and expenses and (B) the
reasonable fees and expenses of counsel for the Administrative Agent with
respect thereto and with respect to advising the Administrative Agent as to its
rights and responsibilities under this Agreement, the Notes and the other
documents to be delivered hereunder.  Each of the Borrowers jointly
and severally further agrees to pay, or to reimburse the Administrative Agent
and the Lenders from time to time upon demand for, all reasonable costs and
expenses of the Administrative Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses, but without duplication for
any costs and expenses for which the Borrowers are otherwise obligated to
indemnify the Administrative Agent and the Lenders under Section 9.04(b)),
in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, reasonable fees and
expenses of counsel for the Administrative Agent and each Lender.

       

      (b)           Each
of the Borrowers jointly and severally agrees to indemnify and hold harmless the
Administrative Agent and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against, and to reimburse each Indemnified Party from
time to time upon demand for, any and all claims, damages, losses, liabilities
and expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation, litigation
or proceeding arising out of, related to or in connection with (i) the
Notes, this Agreement, any of the transactions contemplated herein or the actual
or proposed use of the proceeds of the Advances or (ii) the actual or
alleged presence of Hazardous Materials on any property of any Borrower or any
of its Subsidiaries or any Environmental Action relating in any way to any
Borrower or any of its Subsidiaries, in each case whether or not such
investigation, litigation or proceeding is brought by any Borrower, its
directors, shareholders or creditors or any Indemnified Party or any other
Person or an Indemnified Party is otherwise a party thereto and whether or not
the transactions contemplated hereby are consummated, except (A) to the extent
such claim, damage, loss, liability or expense is found by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct or (B) those resulting solely from claims of a Lender
solely against one or more other Lenders (and not from claims of one or more
Lenders against the Administrative Agent) not attributable to the actions of any
Borrower or any of its Subsidiaries or other Affiliates and for which none of
the Borrowers, any of their Subsidiaries or any of their other Affiliates
otherwise has liability.  Each Borrower also agrees not to assert any
claim against the Administrative Agent, any Lender or any of their Affiliates,
or any of their respective officers, directors, employees, attorneys, agents and
advisors, on any theory of liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to this Agreement, any
Note, any of the transactions contemplated hereby or the actual or proposed use
of the proceeds of the Advances or the Letters of Credit.  No
Indemnified Party 

       

      
        
          
          

        

        
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        shall
settle or otherwise pay or agree to pay any claim for which the Borrowers are
obligated to provide indemnification under this Section 9.04(b) without the
prior written consent of the Company, which consent shall not be unreasonably
withheld.

      

       

      (c)           If
any payment of principal of, or Conversion of, any Eurodollar Rate Advance is
made by any Borrower to or for the account of a Lender other than on the last
day of the Interest Period for such Eurodollar Rate Advance as a result of a
payment or Conversion pursuant to Section 2.09, 2.10 or 2.12, acceleration
of the maturity of the Notes pursuant to Section 6.01 or by an Eligible
Assignee to any Lender other than on the last day of the Interest Period upon an
assignment of the rights and obligations of such Lender under this Agreement
pursuant to Section 9.07 as a result of a demand by the Company pursuant to
Section 9.07(a), or for any other reason, the Borrowers jointly and severally
agree to pay, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund or
maintain such Eurodollar Rate Advance.

       

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

       

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

       

      SECTION
9.06.  Binding
Effect.  This Agreement shall become effective (other than
Section 2.01, which shall only become effective upon satisfaction of the
conditions precedent set forth in Section 3.01) when it shall have been
executed by each Initial Borrower and the Administrative Agent and when the
Administrative Agent shall have been notified by each Initial Lender that such
Initial Lender has executed it and, thereafter, shall be binding upon and inure
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      respective successors and assigns, except that no Borrower shall
have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders.

       

      SECTION
9.07.  Assignments and
Participations.  (a)  Each Lender may, and, if
demanded by the Company (following (i) a demand by such Lender for the payment
of, or the incurrence by a Borrower of any obligation to pay, additional
compensation pursuant to Section 2.07(c), 2.11 or 2.14 or (ii) an assertion by
such Lender pursuant to Section 2.12 that it is impracticable or unlawful for
such Lender to make Eurodollar Rate Advances), upon at least 30 Business Days'
notice to such Lender and the Administrative Agent, each Lender will, assign to
one or more Persons all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Revolving
Credit Commitment, its unused Letter of Credit Commitment, the Advances owing to
it, its participations in Letters of Credit and any Note or Notes held by it);
provided, however,
that:

       

      (A)           each
such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement;

       

      (B)           except
in the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, (x) the amount of the Revolving Credit
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall be $10,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) the undrawn Letter of Credit Commitment of
the assigning Lender being assigned pursuant to each such assignment (determined
as of the date of the applicable Assignment and Acceptance with respect to such
assignment) shall in no event be less than $1,000,000, unless, in each case, the
Company and the Administrative Agent otherwise agree;

       

      (C)           each
such assignment shall be to an Eligible Assignee;

       

      (D)           each
such assignment made as a result of a demand by the Company pursuant to this
Section 9.07(a) shall be arranged by the Company with the approval of the
Administrative Agent, which approval shall not be unreasonably withheld or
delayed, and shall be either an assignment of all of the rights and obligations
of the assigning Lender under this Agreement or an assignment of a portion of
such rights and obligations made concurrently with another such assignment or
other such assignments that, in the aggregate, cover all of the rights and
obligations of the assigning Lender under this Agreement;

       

      (E)           no
Lender shall be obligated to make any assignment as a result of a demand by the
Company pursuant to this Section 9.07(a) unless and until such Lender shall have
received one or more payments from (1) one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
all Advances owing to such Lender, together with accrued interest on such
Advances to the date of payment of such principal amount, and (2) the Company
and/or one or more Eligible Assignees in an aggregate amount equal to all other
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      Lender
under this Agreement and the Notes (including, without limitation, any amounts
owing under Sections 2.07(c), 2.11 and 2.14); and

       

      (F)           the
parties to each such assignment shall execute and deliver to the Administrative
Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, together with any Note subject to such assignment, and each Eligible
Assignee party to such assignment shall pay a processing and recordation fee of
$3,500;

       

      provided further, however,
that no Person to which an assignment is being made in accordance with
this Section 9.07(a) shall be entitled to any additional compensation under
Sections 2.11, 2.12 and 2.14 in excess of the aggregate amounts payable under
such Sections to the Lender making such assignment prior to the effective date
of such Assignment and Acceptance, unless such additional compensation is
payable to such Person as a result of the adoption or enactment of, or changes
in or in the applicability, the interpretation or the implementation of, any
law, rule, regulation, directive, guideline or request after such effective
date.  Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in each Assignment and Acceptance,
(1) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (2) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) provided that such assigning
Lender's rights under Sections 2.11, 2.14 and 9.04, and its obligations under
Section 8.05, shall survive the effective date of such Assignment and Acceptance
for such Lender as to matters occurring prior to such effective
date.

      


      (b)           By
executing and delivering an Assignment and Acceptance, the Lender assignor
thereunder and the assignee thereunder confirm to and agree with each other and
the other parties hereto as follows:

       

      (i)           other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any Note, or any other instrument or
document furnished pursuant hereto;

       

      (ii)           such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under this
Agreement or any Note, or any other instrument or document furnished pursuant
hereto;

       

      (iii)           such
assignee confirms that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.01(e) and such


       

      
        
          
          

        

        
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      other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance;

       

      (iv)           such
assignee will, independently and without reliance upon the Administrative Agent,
such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement;

       

      (v)           such
assignee confirms that it is an Eligible Assignee;

       

      (vi)           such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under this
Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto;
and

       

      (vii)           such
assignee agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as a Lender.

       

      (c)           Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender and
an assignee representing that it is an Eligible Assignee, together with any Note
or Notes subject to such assignment, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form of
Exhibit C hereto, (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company.  Within ten
Business Days after receipt of such notice by the Company, each Borrower shall,
at its own expense, execute and deliver to the Administrative Agent in exchange
for the surrendered Note a new Note from such Borrower to the order of such
Eligible Assignee in an amount equal to the Revolving Credit Commitment assumed
by it pursuant to such Assignment and Acceptance and, if the assigning Lender
has retained a Revolving Credit Commitment hereunder, a new Note to the order of
the assigning Lender in an amount equal to the Revolving Credit Commitment
retained by it hereunder.  Such new Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the effective date of such Assignment
and Acceptance and shall otherwise be in substantially the form of
Exhibit A-1 hereto.  Upon the Administrative Agent's receipt of
notice from the assigning Lender that such assigning Lender is satisfied with
the form and substance of such new Notes, the Administrative Agent shall, at the
expense of the Borrowers, cancel the surrendered Notes of such assigning Lender
and deliver to the Company such cancelled Notes.

       

      (d)           The
Administrative Agent shall maintain at its address referred to in
Section 9.02(a) a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment(s) of, and the principal amount of the Advances
owing to each Lender from time to time (the "Register").  The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this 

       

      
        
          
          

        

        
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        Agreement.  The
Register shall be available for inspection by any Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior
notice.

      

       

      (e)           Each
Lender may sell participations to one or more banks or other entities (other
than any Borrower or any of its Affiliates) in or to all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Revolving Credit Commitment, the Advances owing to it and
the other Note or Notes held by it); provided, however,
that:

       

      (i)           such
Lender's obligations under this Agreement (including, without limitation, its
Revolving Credit Commitment hereunder) shall remain unchanged;

       

      (ii)           such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations;

       

      (iii)           such
Lender shall remain the holder of any such Notes for all purposes of this
Agreement;

       

      (iv)           the
Borrowers, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement; and

       

      (v)           no
participant under any such participation shall have any right to approve any
amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by any Borrower therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Advances, or any fees or other amounts payable hereunder, in each case to
the extent subject to such participation, or postpone any date fixed for any
payment of principal of, or interest on, the Advances, or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, except pursuant to Section 2.17;

       

      and provided further that the
Borrowers shall not be required to pay any additional amounts under this
Agreement to compensate a participant (or such Lender, on behalf of a
participant) in respect of the rights and obligations of such participant
relating to this Agreement in excess of what the Borrowers would otherwise be
required to pay to such Lender if the participation had not been
sold.

       

      (f)           Each
Lender may grant to a special purpose funding vehicle (an "SPC") that
is an Affiliate of such Lender the option to fund all or any part of any Advance
that such Lender is obligated to fund under this Agreement (and upon the
exercise by such SPC of such option to fund, such Lender's obligations with
respect to such Advance shall be deemed satisfied to the extent of any amounts
funded by such SPC); provided, however, that:

       

      (i) such
Lender's obligations under this Agreement (including, without limitation, its
Revolving Credit Commitment to the Borrowers hereunder) shall remain
unchanged,

       

      (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations,

       

      
        
          
          

        

        
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      (iii) the
Borrowers, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement,

       

      (iv) any
such option granted to an SPC shall not constitute a commitment by such SPC to
fund any Advance,

       

      (v)
neither the grant to nor the exercise of such option by an SPC shall increase
the costs or expenses or otherwise increase or change the obligations of the
Borrowers under this Agreement (including, without limitation, its obligations
under Sections 2.11, 2.12 and 2.14),

       

      (vi) the
SPC shall be bound by the provisions of Section 9.09 and

       

      (vii) no
SPC shall have any right under such grant to approve any amendment or waiver of
any provision of this Agreement or any Note, nor any consent to any departure by
the Borrower therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
grant of funding option, or postpone any date fixed for any payment of principal
of, or interest on, the Advances, or any fees or other amounts payable
hereunder, in each case to the extent subject to such grant of funding
option.

       

      Each
party to this Agreement hereby agrees that no SPC shall be liable for any
indemnity or payment under this Agreement for which a Lender would otherwise be
liable.  Subject to the foregoing provisions of this clause (f), an
SPC shall have all the rights of the granting Lender.  An SPC may
assign or participate all or a portion of its interest in any Advances to the
granting Lender or to any financial institution providing liquidity or credit
support to or for the account of such SPC without paying any processing fee
therefor and, in connection therewith may disclose on a confidential basis any
information relating to the Borrowers to any rating agency, commercial paper
dealer or provider of any surety, guarantee or credit or liquidity enhancements
to such SPC.  In furtherance of the foregoing, each party hereto
agrees (which agreements shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other Person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State
thereof.

       

      (g)           Any
Lender may, in connection with any assignment, participation or grant of a
funding option or proposed assignment, participation or grant of a funding
option pursuant to this Section 9.07, disclose to the assignee, participant
or SPC or proposed assignee, participant or SPC, any information relating to any
Borrower or any of its Subsidiaries furnished to such Lender by or on behalf of
any Borrower; provided
that, prior to any such disclosure, the assignee, participant or SPC or proposed
assignee, participant or SPC shall agree to preserve the confidentiality of any
Information received by it from such Lender in accordance with the terms of
Section 9.09.

       

      
        
          
          

        

        
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      (h)           Notwithstanding
any other provision set forth in this Agreement, any Lender may at any time
create a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including, without limitation,
any pledge or assignment to secure obligations to a Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System; provided that,
no such pledge or assignment of a security interest shall release a Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender party hereto.

       

      SECTION
9.08.  Designated
Subsidiaries.  (a) Designation.  The
Company may at any time, and from time to time, upon not less than five Business
Days’ notice in the case of any Subsidiary so designated after the Effective
Date, notify the Administrative Agent that the Company intends to designate a
Subsidiary as a "Designated Subsidiary" for purposes of this
Agreement.  On or after the date that is five Business Days after such
notice, upon delivery to the Administrative Agent and each Lender of a
Designation Letter duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit D hereto, such Subsidiary shall
thereupon become a "Designated Subsidiary" for purposes of this Agreement and,
as such, shall have all of the rights and obligations of a Borrower
hereunder.  The Administrative Agent shall promptly notify each Lender
of the Company’s notice of such pending designation by the Company and the
identity of the respective Subsidiary.  Following the giving of any
notice pursuant to this Section 9.08(a), if the designation of such Designated
Subsidiary obligates the Administrative Agent or any Lender to comply with "know
your customer" or similar identification procedures in circumstances where the
necessary information is not already available to it, the Company shall,
promptly upon the request of the Administrative Agent or any Lender, supply such
documentation and other evidence as is reasonably requested by the
Administrative Agent or any Lender in order for the Administrative Agent or such
Lender to carry out and be satisfied it has complied with the results of all
necessary "know your customer" or other similar checks under all applicable laws
and regulations.

       

      If the
Company shall designate as a Designated Subsidiary hereunder any Subsidiary not
organized under the laws of the United States or any State thereof, any Lender
may, with notice to the Administrative Agent and the Company, fulfill its
Commitment by causing an Affiliate of such Lender to act as the Lender in
respect of such Designated Subsidiary (and such Lender shall, to the extent of
Advances made to and participations in Letters of Credit issued for the account
of such Designated Subsidiary, be deemed for all purposes hereof to have pro tanto assigned such
Advances and participations to such Affiliate in compliance with the provisions
of Section 9.07).

       

      As soon
as practicable after receiving notice from the Company or the Administrative
Agent of the Company's intent to designate a Subsidiary as a Designated
Subsidiary, and in any event no later than three Business Days after the
delivery of such notice, for a Designated Subsidiary that is organized under the
laws of a jurisdiction other than of the United States or a political
subdivision thereof, any Lender that may not legally lend to, establish credit
for the account of and do any business whatsoever with such Designated
Subsidiary directly or through an Affiliate of such Lender as provided in the
immediately preceding paragraph (a "Protesting
Lender") shall so notify the Company and the Administrative Agent in
writing.  With respect to each Protesting Lender, the Company shall,
effective on or before the date that such Designated Subsidiary shall have the
right to borrow hereunder, either (A) notify 

       

      
        
          
          

        

        
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        the
Administrative Agent and such Protesting Lender that the Commitments of such
Protesting Lender shall be terminated (and the limitations of Section 2.06 will
not be applicable); provided that such Protesting
Lender shall have received payment of an amount equal to the outstanding
principal of its Advances and Letter of Credit reimbursement obligations,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Company or the relevant Designated Subsidiary
(in the case of all other amounts), or (B) cancel its request to designate such
Subsidiary as a "Designated Subsidiary" hereunder.

      

       

      (b)           Termination.  Upon
the payment and performance in full of all of the indebtedness, liabilities and
obligations of any Designated Subsidiary or any Initial Borrower (other than the
Company) under this Agreement and the Notes issued by it, then, so long as at
such time such Designated Subsidiary or such Initial Borrower, as the case may
be, has not submitted a Notice of Borrowing, such Designated Subsidiary's or
such Initial Borrower's status as a Borrower and, if applicable, as a Designated
Subsidiary shall terminate upon notice to such effect from the Administrative
Agent to the Lenders (which notice the Administrative Agent shall promptly
deliver to the Lenders following its receipt of such a request from the
Company), provided that
the termination of the status of Borrower of any Designated Subsidiary shall not
terminate any obligations of the Company under Article VII with respect to such
Designated Subsidiary.  Thereafter, the Lenders shall be under no
further obligation to make any Advances to such Designated Subsidiary or such
Initial Borrower, as the case may be.

       

      SECTION
9.09.  Confidentiality.  Each
of the Administrative Agent, the Lenders and each SPC agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective managers, administrators, trustees, partners, directors, officers,
employees, agents, advisors and other representatives (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under any
Note or any action or proceeding relating to this Agreement or any Note or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to
(i) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement,
(ii) any actual or prospective party (or its managers, administrators,
trustees, partners, directors, officers, employees, agents, advisors and other
representatives) to any swap or derivative or similar transaction under which
payments are to be made by reference to the Company and its obligations, this
Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP
Service Bureau or any similar organization, (g) with the consent of the
Company or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes
available to the Administrative Agent, any Lender, the Issuing Bank or any of
their respective Affiliates on a nonconfidential basis from a source other than
the Company.

       

      
        
          
          

        

        
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      For
purposes of this Section, “Information” means
all information received from the Company or any of its Subsidiaries relating to
the Company or any of its Subsidiaries or any of their respective businesses,
other than any such information that is available to the Administrative Agent,
any Lender or any SPC on a nonconfidential basis prior to disclosure by the
Company or any of its Subsidiaries, provided that, in the case of
information received from the Company or any of its Subsidiaries after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

       

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

       

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

       

      SECTION
9.12.  Jurisdiction,
Etc.  (a)  Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York state court or federal court of
the United States of America sitting in New York City, New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York state court or,
to the extent permitted by applicable law, in such federal
court.  Each Borrower hereby further irrevocably consents to the
service of process in any action or proceeding in such courts by the mailing
thereof by any parties hereto by registered or certified mail, postage prepaid,
to such Borrower at its address specified pursuant to Section
9.02.  Each Initial Borrower (other than the Company) and each
Designated Subsidiary hereby further agrees that service of process in any such
action or proceeding brought in any such New York state court or in any such
federal court may be made upon the Company at its address referred to in
Section 9.02, and each Initial Borrower (other than the Company) and each
Designated Subsidiary hereby irrevocably appoints the Company as its authorized
agent to accept such service of process, and hereby irrevocably agrees that the
failure of the Company to give any notice of any such service to such Initial
Borrower or such Designated Subsidiary, as the case may be, shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by applicable law.  Nothing in this Agreement shall affect
any right that any party may otherwise have to serve legal process in any other
manner permitted by applicable law or to bring any action or proceeding relating
to this Agreement or the Notes in the courts of any jurisdiction.

       

      
        
          
          

        

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

       

      (c)           To
the extent that any Borrower has or hereafter may acquire any immunity from the
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, such Borrower hereby
irrevocably waives such immunity in respect of its obligations under this
Agreement and the Notes.

       

      SECTION
9.13.  No
Liability of the Issuing Banks.  The Borrowers assume all risks
of the acts or omissions of any beneficiary or transferee of any Letter of
Credit with respect to its use of such Letter of Credit.  Neither an
Issuing Bank nor any of its officers or directors shall be liable or responsible
for:  (a) the use that may be made of any Letter of Credit or any acts
or omissions of any beneficiary or transferee in connection therewith; (b) the
validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
applicable Borrower shall have a claim against such Issuing Bank, and such
Issuing Bank shall be liable to such Borrower, to the extent of any direct, but
not consequential damages suffered by such Borrower that such Borrower proves
were caused by (i) such Issuing Bank's willful misconduct or gross negligence in
determining whether documents presented under any Letter of Credit comply with
the terms of the Letter of Credit or (ii) such Issuing Bank's willful failure to
make lawful payment under a Letter of Credit after the presentation to it of a
draft and certificates strictly complying with the terms and conditions of the
Letter of Credit.  In furtherance and not in limitation of the
foregoing, such Issuing Bank may accept documents that appear on their face to
be in order, without responsibility for further investigation.

       

      SECTION
9.14.  Patriot
Act.  Each Lender hereby notifies the Borrowers that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies each borrower, guarantor or grantor (the
"Loan
Parties"), which information includes the name and address of each Loan
Party and other information that will allow such Lender to identify such Loan
Party in accordance with the Act.

       

      SECTION
9.15.  Judgments.  .  (a)  If
for the purposes of obtaining judgment in any court it is necessary to convert a
sum due hereunder in any currency (the "Original Currency")
into another currency (the "Other Currency"), the
Borrowers agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
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        Original
Currency with the Other Currency at 9:00 A.M. (New York City time) on the first
Business Day preceding that on which final judgment is given.

      

       

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

      
 

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      THE BLACK
& DECKER CORPORATION

      


      By:_________________________________

      Name:  Mark
M. Rothleitner

      
        	
                 
      

              	
                Title:  
      Vice President- Investor Relations and 

                    Treasurer

              


      

      Address:  
701 East Joppa Road

      Towson,
Maryland  21286

      Attention:  Treasurer

      Telephone:  (410)
716-3076

      Telecopier:  (410)
716-3778

      


      With a
copy to:

      701 East
Joppa Road

      Towson,
Maryland  21286

      Attention:  General
Counsel

      Telephone:  (410)
716-3918

      Telecopier:  (410)
716-2660

      


      BLACK
& DECKER LUXEMBOURG FINANCE
S.C.A

      By:  Black
& Decker Luxembourg S.a r.l., its general partner

      


      By:_________________________________

      Name:  Mark
M. Rothleitner

      Title:  Manager

      
        	
                 
      

              	
                Address:  c/o
      Equity Trust Co.  

              


      

       
(Luxembourg) S.A.

        46
A Avenue J.F. Kennedy

       
L-1855, Luxembourg

      Telephone:  011-352-427-1711

      Telecopier:  011-352-421-961

      


      With a
copy to the Company

      
 

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

      BLACK
& DECKER LUXEMBOURG S.A R.L.

      


      By:_________________________________

      Name:  Mark
M. Rothleitner

      Title:  Manager

      
        	
                 
      

              	
                Address:  c/o
      Equity Trust Co.  

              


      

       
(Luxembourg) S.A.

        46
A Avenue J.F. Kennedy

       
L-1855, Luxembourg

      Telephone:  011-352-427-1711

      Telecopier:  011-352-421-961

      


      With a
copy to the Company

      


      
        	
                 
      

              	
                CITIBANK,
      N.A.,

              


      

      as
Administrative Agent

      


      By:_________________________________

      Name:

      Title:

       

       

       

      ISSUING
BANK

      


      LETTER OF CREDIT
COMMITMENT

      
 

      $75,000,000                                                                    BANK OF
AMERICA, N.A.

      
 

      By:_________________________________

      Name:

      Title:

       

      ADMINISTRATIVE
AGENT

      


      REVOLVING CREDIT
COMMITMENT

      


      $110,000,000                                                                  CITIBANK,
N.A.

      


      By:_________________________________

      Name:

      Title:

       

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

       

      SYNDICATION
AGENT

      


      $110,000,000                                                                  JPMORGAN CHASE
BANK, N.A.

      


      By:_________________________________

      Name:

      Title:

       

      DOCUMENTATION
AGENTS

      


      $100,000,000                                                                   BANK OF AMERICA,
N.A.

      


      By:_________________________________

      Name:

      Title:

       

      $85,000,000                                                                    BNP
PARIBAS

      


      By:_________________________________

      Name:

      Title:

       

      By:_________________________________

      Name:

      Title:

       

      $85,000,000                                                                    COMMERZBANK
AG, NEW YORK
AND                                                                           

                               GRAND CAYMAN
BRANCHES

      


      By:_________________________________

      Name:

      Title:

       

      By:_________________________________

      Name:

      Title:

       

      LENDERS

      


      
        	
                $71,000,000

              	
                BANK
      OF TOKYO-MITSUBISHI UFJ TRUST
COMPANY

              


      

      


      By:_________________________________

      Name:

      Title:

       

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

       

      $50,000,000                                                                    HSBC BANK
USA, NATIONAL ASSOCIATION

      


      By:_________________________________

      Name:

      Title:

       

      $50,000,000                                                                    MIZUHO
CORPORATE BANK, LTD.

      


      By:_________________________________

      Name:

      Title:

       

      $50,000,000                                                                    SOCIETE
GENRALE

      


      By:_________________________________

      Name:

      Title:

       

      $50,000,000                                                                    SUNTRUST
BANK

      


      By:_________________________________

      Name:

      Title:

       

      $50,000,000                                                                    ING
BANK N.V., DUBLIN BRANCH

      


      By:_________________________________

      Name:

      Title:

       

      $27,000,000                                                                    THE
BANK OF NEW YORK

      


      By:_________________________________

      Name:

      Title:

       

      $27,000,000                                                                    FIFTH
THIRD BANK

      


      By:_________________________________

      Name:

      Title:

       

       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

       

       

      $27,000,000                                                                    PNC
BANK

      


      By:_________________________________

      Name:

      Title:

       

      $27,000,000                                                                    SANPAOLO
IMI SPA

      


      By:_________________________________

      Name:

      Title:

       

      $27,000,000                                                                    SKANDINAVISKA
ENSKILDA BANKEN AB

      


      By:_________________________________

      Name:

      Title:

       

      $27,000,000                                                                    THE
BANK OF NOVA SCOTIA

      


      By:_________________________________

      Name:

      Title:

       

      $27,000,000                                                                    STANDARD
CHARTERED BANK

      


      By:_________________________________

      Name:

      Title:

       

      By:_________________________________

      Name:

      Title:

       

      


       

      $1,000,000,000                                                      TOTAL
OF COMMITMENTS

       

      
 

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
I

      LIST
OF APPLICABLE LENDING OFFICES

      


      
        	
                NAME OF INITIAL LENDER

              	
                EURODOLLAR LENDING OFFICE

              	
                DOMESTIC LENDING OFFICE

              
	 
      	 
      	 
      
	
                Bank
      of America, N.A.

              	
                1850
      Gateway Blvd.

                Concord
      CA 94520

                Attn:  G.K.
      Lapitan

                T:
      925 675.8205

                F:
      888 969.9170

              	
                1850
      Gateway Blvd.

                Concord
      CA 94520

                Attn:  G.K.
      Lapitan

                T:
      925 675.8205

                F:
      888 969.9170

              
	
                The
      Bank of New York

              	
                1
      Wall Street, 21st
      Floor

                New
      York, NY  10286

                Attn:  Larry
      Geter

                T:  212
      635-6740

                F:  212
      635-6397 / 8679

              	
                1
      Wall Street, 21st
      Floor

                New
      York, NY  10286

                Attn:  Larry
      Geter

                T:  212
      635-6740

                F:  212
      635-6397 / 8679

              
	
                The
      Bank of Nova Scotia

              	
                One
      Liberty Plaza

                New
      York, NY  10006

                Attn:  Meredith
      Wedeking

                T:  212
      225-5017

                F:  212
      225-5090

              	
                One
      Liberty Plaza

                New
      York, NY  10006

                Attn:  Meredith
      Wedeking

                T:  212
      225-5017

                F:  212
      225-5090

              
	
                Bank
      of Tokyo-Mitsubishi 

                UFJ,
      Trust Company

              	
                c/o
      BTM Operations Office for the Americas

                1251
      Avenue of the Americas

                12th
      Floor

                New
      York, NY  10020

                Attn:  Rolando
      Uy

                T:  201
      413-8570

                F:  201
      521-2304

              	
                c/o
      BTM Operations Office for the Americas

                1251
      Avenue of the Americas

                12th
      Floor

                New
      York, NY  10020

                Attn:  Rolando
      Uy

                T:  201
      413-8570

                F:  201
      521-2304

              
	
                BNP
      Paribas

              	
                787
      Seventh Avenue

                New
      York, NY  10019

                Attn:  Christopher
      Criswell

                T:  212
      841-3404

                F:  212
      841-3049

              	
                787
      Seventh Avenue

                New
      York, NY  10019

                Attn:  Christopher
      Criswell

                T:  212
      841-3404

                F:  212
      841-3049

              
	
                Citibank,
      N.A.

              	
                2
      Penns Way

                New
      Castle, DE  19720

                Attn:  Terry
      Jenkins

                T:  302
      894-6037

                F:  302
      894-6120

              	
                2
      Penns Way

                New
      Castle, DE  19720

                Attn:  Terry
      Jenkins

                T:  302
      894-6037

                F:  302
      894-6120

              
	
                Commerzbank
      AG, New York 

                and
      Grand Cayman Branches

              	
                2
      World Financial Center

                New
      York, NY  10281

                Attn:  Wendy
      Lau

                T:  212
      266-7526

                F:  212
      266-7593

              	
                2
      World Financial Center

                New
      York, NY  10281

                Attn:  Wendy
      Lau

                T:  212
      266-7526

                F:  212
      266-7593

              


      

       

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

      
 

      
        
          	
                  Fifth
      Third Bank

                	
                  38
      Fountain Square

                  Cincinnati,
      OH  45263

                  Attn:  Jeff
      Assenmacher

                  T:  513
      744-7757

                  F:  513
      744-5947

                	
                  38
      Fountain Square

                  Cincinnati,
      OH  45263

                  Attn:  Jeff
      Assenmacher

                  T:  513
      744-7757

                  F:  513
      744-5947

                
	
                  HSBC
      Bank USA, National 

                  Association

                	
                  452
      Fifth Avenue

                  New
      York, NY  10018

                  Attn:  Donna
      Riley

                  T:  716
      841-4178

                  F:  716
      841-0269

                	
                  452
      Fifth Avenue

                  New
      York, NY  10018

                  Attn:  Donna
      Riley

                  T:  716
      841-4178

                  F:  716
      841-0269

                
	
                  ING
      Bank N.V., Dublin 

                  Branch

                	
                  49th
      Street  Stephen’s Green

                  Dublin
      2

                  Ireland

                  Attn:  Alan
      Maher /

                  Robbie
      McNab

                  T:  +
      353 1 638-4008 /

                  +
      353 1 638-4012

                  F:  +
      353 1 638-4060

                	
                  49th
      Street  Stephen’s Green

                  Dublin
      2

                  Ireland

                  Attn:  Alan
      Maher /

                  Robbie
      McNab

                  T:  +
      353 1 638-4008 /

                  +
      353 1 638-4012

                  F:  +
      353 1 638-4060

                
	
                  JPMorgan
      Chase Bank, N.A.

                	
                  Lisa
      A. Kott

                  1111
      Fannin, 10th
      Floor

                  Houston,
      TX  77002

                  T:  713
      750-2541

                  F:  713
      750-2452

                	
                  Lisa
      A. Kott

                  1111
      Fannin, 10th
      Floor

                  Houston,
      TX  77002

                  T:  713
      750-2541

                  F:  713
      750-2452

                
	
                  Mizuho
      Corporate Bank, Ltd.

                	
                  95
      Christopher Columbus  Drive

                  Jersey
      City, NJ  07302

                  Attn:  Crystal
      Lin

                  T:  201-484-4931

                  F:  201-200-0253

                	
                  95
      Christopher Columbus  Drive

                  Jersey
      City, NJ  07302

                  Attn:  Crystal
      Lin

                  T:  201-484-4931

                  F:  201-200-0253

                
	
                  PNC
      Bank

                	
                  1600
      Market Street, 22nd
      Floor

                  Philadelphia,
      PA  19103

                  Attn:  Denise
      Killen

                  T:  215
      585-5348

                  F:  215
      585-6987

                	
                  1600
      Market Street, 22nd
      Floor

                  Philadelphia,
      PA  19103

                  Attn:  Denise
      Killen

                  T:  215
      585-5348

                  F:  215
      585-6987

                
	
                  Sanpaolo
      IMI SpA

                	
                  245
      Park Avenue

                  New
      York, NY  10167

                  Attn:  Robert
      Mancini

                  T:  212
      692-3169

                  F:  212
      692-3178

                	
                  245
      Park Avenue

                  New
      York, NY  10167

                  Attn:  Robert
      Mancini

                  T:  212
      692-3169

                  F:  212
      692-3178

                
	
                  Skandinaviska
      Enskilda 

                  Banken
      AB

                	
                  Attn:  Jonathan
      Larsen

                  T:  011-46-8763-8647

                  F:  011-46-8611-0382

                	
                  Attn:  Jonathan
      Larsen

                  T:  011-46-8763-8647

                  F:  011-46-8611-0382

                
	
                  Societe
      Generale

                	
                  560
      Lexington Avenue

                  New
      York, NY  10022

                  Attn:  Angeline
      Quintana

                  T:  212
      278-6853

                  F:  212
      278-7490

                	
                  560
      Lexington Avenue

                  New
      York, NY  10022

                  Attn:  Angeline
      Quintana

                  T:  212
      278-6853

                  F:  212
      278-7490

                
	
                  Standard
      Chartered Bank

                	
                  One
      Madison Avenue

                  3rd
      Floor

                  New
      York, NY 10010

                	
                  One
      Madison Avenue

                  3rd
      Floor

                  New
      York, NY 10010

                


        

         

         

        
          
            
            

          

          
            87

            
              

            

          

          
            
            

          

        

         

         

        
          	 	Attn:  Victoria
      Faltine / 

                  Sabeta
      Singh

                  T:  212
      667-0203 /

                  212
      667-0134

                  F:  212
      667-0287

                	Attn:  Victoria
      Faltine 

                  Sabeta
      Singh

                  T:  212
      667-0203 /

                  212
      667-0134

                  F:  212
      667-0287

                
	
                  SunTrust
      Bank

                	
                  120
      East Baltimore Street, 25th
      Floor

                  Baltimore,
      MD  21202

                  Attn:  Paul
      Beliveau

                  T:  410
      986-1662

                  F:  410
      986-1670

                	
                  120
      East Baltimore Street, 25th
      Floor

                  Baltimore,
      MD  21202

                  Attn:  Paul
      Beliveau

                  T:  410
      986-1662

                  F:  410
      986-1670

                


        

      

      


       

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

      
 

      Schedule
2.01

      EXISTING
LETTERS OF CREDIT

      


      


      
        	 
      	 
      	 
      	 
      	 
      
	
                ISSUING BANK

              	
                BENEFICIARY

              	
                MAT. DATE

              	
                AMOUNT

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Bank
      of America

              	
                Hartford
      Fire Insurance Co.

              	
                6/30/2008

              	
                5,300,000.00

              	 
      
	
                Bank
      of America

              	
                Ace
      American Insurance Co

              	
                6/30/2008

              	
                500,000.00

              	 
      
	
                Bank
      of America

              	
                Ace
      American Insurance Co

              	
                10/20/2008

              	
                3,493,000.00

              	 
      
	
                Bank
      of America

              	
                Carat
      Trade, Inc.

              	
                6/30/2008

              	
                1,600,000.00

              	 
      
	 
      	 
      	 
      	
                $10,893,000.00

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Schedule
4.01

      ENVIRONMENTAL
COMPLIANCE

      


      None

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Schedule
5.02(a)

      EXISTING
LIENS

      


      The
interest of lessors under various capital leases of computer and other office,
manufacturing and engineering equipment with a value of less than
U.S.$10,000,000.

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

    

    EXHIBIT
A

     

    FORM
OF PROMISSORY NOTE

     

    U.S.$_______________                                                                                                           Dated:  _______________,
_____

     

    FOR VALUE RECEIVED, the
undersigned, [NAME OF BORROWER], a _________________________ (the "Borrower"),
HEREBY PROMISES TO PAY
to the order of [NAME OF LENDER] (the "Lender")
for the account of its Applicable Lending Office on the Termination Date (each
as defined in the Credit Agreement referred to below) the principal sum of
U.S.$[AMOUNT OF THE LENDER'S REVOLVING CREDIT COMMITMENT IN FIGURES] or, if
different, the aggregate principal amount of the Advances made by the Lender to
the Borrower pursuant to the Five-Year Credit Agreement dated as of __________,
2007 (as amended, supplemented or otherwise modified from time to time, the
"Credit
Agreement"; the terms defined therein being used herein as therein
defined) among [the Borrower,] [The Black & Decker Corporation,] [Black
& Decker Luxembourg Finance S.C.A.,] [Black & Decker Luxembourg
S.àR.L.,] the Lender, certain other lenders party thereto, Citibank, N.A., as
Administrative Agent for the Lender and such other lenders, JPMorgan Chase Bank,
N.A., as Syndication Agent, and Bank of America, N.A., BNP Paribas and
Commerzbank AG, as co-syndication agents, and outstanding on the Termination
Date.

     

    The
Borrower promises to pay interest on the unpaid principal amount of each Advance
from the date of such Advance until such principal amount is paid in full, at
such interest rates, and payable at such times, as are specified in the Credit
Agreement.

     

    Both
principal and interest in respect of each Advance are payable in lawful money of
the jurisdiction of the United States, to Citibank., N.A., as the Administrative
Agent, at the Administrative Agent's Account, in same day funds.  Each
Advance owing to the Lender by the Borrower pursuant to the Credit Agreement,
and all payments made on account of principal hereof shall be recorded by the
Lender and, prior to any transfer hereof, endorsed on the grid attached hereto
which is part of this Promissory Note.

     

    This
Promissory Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement.  The Credit Agreement, among other
things, (a) provides for the making of Advances by the Lender to the
Borrower from time to time in an aggregate amount not to exceed at any time
outstanding the US Dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Advance being evidenced by this Promissory
Note and (b) contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for prepayments on account
of principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.

     

    This
Promissory Note shall be governed by, and construed in accordance with, the laws
of the State of New York.

     

    [NAME OF
BORROWER]

     

    By _____________________________                                                               

    Name:

    Title:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ADVANCES
AND

    PAYMENTS
OF PRINCIPAL

     

    
      
        	
                 

                Date

              	
                Amount
      of

                Advance

              	
                Amount
      of

                Principal
      Prepaid

              	
                 

                Unpaid
      Principal

              	
                Notation

                Made
      By

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
B

     

    FORM
OF NOTICE OF BORROWING

     

                          [Date]

     

    Citibank,
N.A., as Administrative Agent

    for the
Lenders party to the

    Credit
Agreement referred to below

    Two Penns
Way

    New
Castle, Delaware 19720

     

    Attention:  Bank
Loan Syndications

     

    Agency
Department

     

    Ladies
and Gentlemen:

     

    The
undersigned, [NAME OF BORROWER], a __________, refers to the Five-Year Credit
Agreement dated as of _________, 2007 (as amended, supplemented or otherwise
modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein
defined) among The Black & Decker Corporation, Black & Decker Luxembourg
Finance S.C.A., Black & Decker Luxembourg S.àR.L., the Lenders party
thereto, Citibank, N.A., as Administrative Agent for the Lenders thereunder,
JPMorgan Chase Bank, N.A., as Syndication Agent, and Bank of America, N.A., BNP
Paribas and Commerzbank AG, as co-syndication agents, and hereby gives you
notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that
the undersigned hereby requests a Borrowing under the Credit Agreement and, in
that connection, sets forth below the information relating to such Borrowing
(the "Proposed
Borrowing") as required by Section 2.02(a) of the Credit
Agreement:

     

    (a)           The
Business Day of the Proposed Borrowing is _______________, 200_.

     

    (b)           The
Type of Advances comprising the Proposed Borrowing is [Base Rate Advances]
[Eurodollar Rate Advances].]

     

    (c)           The
aggregate principal amount of the Proposed Borrowing is U.S.$].

     

    [(d)]           The
initial Interest Period for each Eurodollar Rate Advance made as part of the
Proposed Borrowing is _____ month[s]; provided that if the Lenders
do not agree to fund such [nine][twelve] month Interest Period for each
Eurodollar Rate Advance made as part of the Proposed Borrowing is _____
month[s].]1

    


    (e)           The
proceeds of the Proposed Borrowing are to be advanced to the undersigned, at
__________, __________, Account No.: __________, Reference:
__________.]

     

    

      

    

      
      
        	
                1

              	
                To
      be included in Notices of Revolving Credit Borrowing for Proposed
      Revolving Credit Borrowings comprised of Eurocurrency Rate
      Advances.

              


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Very
truly yours,

     

    [NAME OF
BORROWER]

     

    By _________________________________                                                               

    Name:

    Title:

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

    FORM
OF ASSIGNMENT AND ACCEPTANCE

     

    Reference
is made to the Five-Year Credit Agreement dated as of _________, 2007 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; the terms defined therein, unless otherwise defined herein,
being used herein as therein defined) among The Black & Decker Corporation,
Black & Decker Luxembourg Finance S.C.A., Black & Decker Luxembourg
S.àR.L., the Lenders party thereto, Citibank, N.A., as Administrative Agent for
the Lenders thereunder (together with any successor thereto appointed pursuant
to Article VIII of the Credit Agreement, the "Administrative
Agent"), JPMorgan Chase Bank, N.A., as Syndication Agent, and Bank of
America, N.A., BNP Paribas and Commerzbank AG, as co-syndication
agents.

     

    The
"Assignor"
and the "Assignee"
referred to on Schedule 1 hereto agree as follows:

     

    1.           The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, an interest in and to the Assignor's
rights and obligations under the Credit Agreement as of the date hereof equal to
the percentage interest specified on Schedule 1 hereto of all outstanding rights
and obligations under the Credit Agreement.  After giving effect to
such sale and assignment, the Assignee's Commitment and the aggregate principal
amount of all outstanding Advances owing to the Assignee will be as set forth on
Schedule 1 hereto.

     

    2.           The
Assignor (a) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (b) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any Note, or any other instrument or
document furnished pursuant thereto; (c) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of any Borrower or the performance or observance by any Borrower of any of its
obligations under the Credit Agreement or any Note, or any other instrument or
document furnished pursuant thereto; and (d) attaches the Note, if any,
held by the Assignor [and requests that the Administrative Agent exchange such
Note for a new Note payable to the order of the Assignee in an amount equal to
the Commitment assumed by the Assignee or new Notes payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee under the
Credit Agreement and the Assignor in an amount equal to the Commitment retained
by the Assignor under the Credit Agreement, respectively, as specified on
Schedule 1 hereto].

     

    3.           The
Assignee (a) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in
Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (b) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (c) confirms that it is an Eligible Assignee;
(d) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Credit
Agreement as are delegated to the Administrative Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
(e) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender; (f) specifies as its Applicable Lending Offices the
offices set forth below its name on the signature page hereof; and
(g) attaches any U.S. Internal Revenue Service forms or any certificates
required to be provided by it under Section 2.14 of the Credit
Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Following
the execution of this Assignment and Acceptance, it will be delivered to the
Administrative Agent for acceptance and recording by the Administrative
Agent.  The effective date of this Assignment and Acceptance (the
"Effective
Date") shall be the date of acceptance hereof by the Administrative
Agent, unless otherwise specified on Schedule 1 hereto.

     

    5.           Upon
such acceptance and recording by the Administrative Agent, as of the Effective
Date, (a) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (b) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement (and if this Assignment
and Acceptance covers all or the remaining portion of the Assignor's rights and
obligations under the Credit Agreement, subject to the proviso set forth below, the
Assignor shall cease to be a party thereto as of the Effective Date); provided, however, that the
Assignor's rights under Sections 2.11, 2.14 and 9.04, and its obligations under
Section 8.05, of the Credit Agreement shall survive the assignment by the
Assignor pursuant to this Assignment and Acceptance as to matters occurring
prior to the Effective Date.

     

    6.           Upon
such acceptance and recording by the Administrative Agent, from and after the
Effective Date, the Administrative Agent shall make all payments under the
Credit Agreement and the Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and fees
with respect thereto) to the Assignee.  The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Notes for periods prior to the Effective Date directly between
themselves.

     

    7.           This
Assignment and Acceptance shall be governed by, and construed in accordance
with, the laws of the State of New York.

     

    8.           This
Assignment and Acceptance may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of Schedule 1 hereto by telecopier shall be effective as delivery of
a manually executed counterpart of this Assignment and Acceptance.

     

    IN
WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1
hereto to be executed by their officers thereunto duly authorized, as of the
date specified thereon.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Schedule
1 to

     

    Assignment and
Acceptance

     

    
      	
              Section
      1.

            	 
      	 
      
	 
      	
              Percentage
      interest assigned:

            	 
      	
                              
           ___%

            
	 	 	 
	 
      	
              Assignee's
      Commitment:

            	
              U.S.$
      ___

            
	 	 	 
	 
      	
              Assignor's
      Remaining Commitment:

            	
              U.S.$
      ___

            
	 	 	 
	
              Section 2.

            	 
      	 
      
	
              (a)

            	
              Assigned Advances

            	 
      	 
      
	 	 	 	 
	 
      	
              Aggregate
      outstanding principal amount of

            	 
      	 
      
	 
      	
              Advances
      in U.S. Dollars assigned:

            	
              U.S.$
      ___

            
	 	 	 
	 
      	
              Principal
      amount of Note payable to Assignee:

            	
              U.S.$
      ___

            
	 	 	 	 
	
              (b)

            	
              Retained Advances

            	 
      	 
      
	 	 	 	 
	 
      	
              Aggregate
      outstanding principal amount of

            	 
      	 
      
	 
      	
              Advances
      in U.S. Dollars retained:

            	
              U.S.$
      ___

            
	 	 	 
	 
      	
              Principal
      amount of Note payable to Assignor:

            	
              U.S.$
      ___

            


    

     

    Effective
Date1:                                _______________,
____

     

    [NAME OF
ASSIGNOR], as Assignor

     

    By ___________________________                                                     

    Name:

    Title:

     

    Dated:  _______________,
____

     

    

      

    

      
      
        	
                1

              	
                This
      date should be no earlier than five Business Days after the date of
      delivery of this Assignment and Acceptance to the Administrative
      Agent.

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    [NAME OF
ASSIGNEE], as Assignee

     

    By ___________________________                                                     

    Name:

    Title:

     

    Dated:  _______________,
____

     

    Base Rate
Lending Office:

    [Address]

     

    Eurodollar
Lending Office:

    [Address]

     

    Accepted
[and Approved]2 this

    _____ day
of _______________, 200_:

     

    CITIBANK,
N.A., as Administrative Agent

     

    By ___________________________                                                                   

    Name:

    Title:

     

    [Approved
this _____ day

    of
_______________, 200_:

     

    THE BLACK
& DECKER CORPORATION

     

    By ___________________________                                                        

    Name:

    Title:]2

    


    

      

    

      
      
        	
                2

              	
                Required
      if the assignee is an Eligible Assignee solely by reason of clause (c) of
      the definition of "Eligible Assignee" set
      forth in Section 1.01 of the Credit
Agreement.

              


      

       

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

    FORM
OF ASSUMPTION AGREEMENT

     

                       [Date]

     

    The Black
& Decker Corporation

    701 East
Joppa Road

    Towson,
Maryland  21286

    Attention:  ________________

     

    Citibank,
N.A.,

    as
Administrative Agent

    for the
Lenders party to the

    Credit
Agreement referred to below

    Two Penns
Way

    New
Castle, Delaware  19720

    Attention:  Bank
Loan Syndications

    


     

    Ladies
and Gentlemen:

     

    Reference
is made to the Five-Year Credit Agreement dated as of _________, 2007 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein
defined) among The Black & Decker Corporation, Black & Decker Luxembourg
Finance S.C.A., Black & Decker Luxembourg S.àR.L., the Lenders party
thereto, Citibank, N.A., as Administrative Agent for the Lenders thereunder,
JPMorgan Chase Bank, N.A., as Syndication Agent, and Bank of America, N.A., BNP
Paribas and Commerzbank AG, as co-syndication agents.

     

    ___________
(the "Non-Consenting
Lender") and ___________  (the "Assuming
Lender") agree as follows:

     

    1.           The
Assuming Lender proposes to become an Assuming Lender pursuant to Section
2.17(c) of the Credit Agreement and, in that connection, hereby agrees with the
Administrative Agent and the Company that it shall become a Lender for all
purposes of the Credit Agreement on the applicable Extension
Date.   In connection therewith, the Non-Consenting Lender hereby
sells and assigns to the Assuming Lender, and the Assuming Lender hereby
purchases and assumes from the Non-Consenting Lender all interest in and to the
Non-Consenting Lender's rights and obligations under the Credit Agreement as of
the applicable Extension Date, which interest is equal to _____% of all
outstanding rights and obligations of the Lenders under the Credit Agreement on
such Extension Date.  After giving effect to such sale and assignment,
the Assuming Lender's Commitment will be U.S.$_________ and the aggregate
principal amount of all outstanding Advances will be as set forth on Schedule 1
hereto.

     

    2.           The
Non-Consenting Lender (a) represents and warrants that it is the legal and
beneficial owner of the interest being sold and assigned by it hereunder and
that such interest is free and clear of any adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    or value
of the Credit Agreement or any Note, or any other instrument or document
furnished pursuant thereto; (c) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any
Borrower or the performance or observance by any Borrower of any of its
obligations under the Credit Agreement or any Note, or any other instrument or
document furnished pursuant thereto; and (d) attaches the Note held by the
Non-Consenting Lender and requests that the Administrative Agent exchange such
Note for a new Note payable to the order of the Assuming Lender in an amount
equal to the Commitment assumed by the Assuming Lender under the Credit
Agreement.

    


    3.           The
Assuming Lender (a) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assumption Agreement; (b) agrees that it will, independently and
without reliance upon the Administrative Agent, the Non-Consenting Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (c) appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement as are delegated
to the Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (d) agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of the Credit Agreement are required to be performed by it as a Lender;
(e) confirms that it is an Eligible Assignee; (f) specifies as its
Applicable Lending Offices the offices set forth below its name on the signature
page hereof; and (g) attaches any U.S. Internal Revenue Service forms or
any certificates required to be provided by it under Section 2.14 of the Credit
Agreement.

     

    4.           Following
the execution of this Assumption Agreement, it will be delivered to the
Administrative Agent for acceptance and recording by the Administrative
Agent.  The effective date for this Assumption Agreement (the "Effective
Date") shall be the applicable Extension Date.

     

    5.           Upon
satisfaction of the applicable conditions set forth in Section 2.17 and in
Article III of the Credit Agreement and upon such acceptance and recording by
the Administrative Agent, as of the Effective Date, the Assuming Lender shall be
a party to the Credit Agreement and have all of the rights and obligations of a
Lender thereunder and, subject to the proviso set forth below, the
Non-Consenting Lender shall cease to be a party thereto; provided, however, that the
Non-Consenting Lender's rights and obligations under Sections 2.11, 2.14 and
9.04, and its obligations under Section 8.05, of the Credit Agreement shall
survive the assumption of all of the Non-Consenting Lender's rights and
obligations under the Credit Agreement pursuant to this Assumption Agreement as
to matters occurring prior to the Effective Date.

     

    6.           This
Assumption Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

    Very
truly yours,

     

    [NAME OF
ASSUMING LENDER]

     

    By____________________________

     

    Name:

    Title:

    


    Date:  __________,
____

     

    Base Rate
Lending Office:

    


    [Address]

    


    Eurodollar
Lending Office

     

    [Address]

     

    Acknowledged
and Agreed to as

    of this
_______ day of ________, 200_:

     

    [NAME OF
NON-CONSENTING LENDER]

     

    By___________________________________

    Name:

    Title:

     

    Accepted
[and Approved]1 this

    ___ day
of __________, 200_:

     

    CITIBANK,
N.A., as Administrative Agent

     

    By __________________________________                                                     

    Name:

    Title:

     

    
      

        
        
          	
                  1

                	
                  Required
      if the Assuming Lender is an Eligible Assignee solely by reason of clause
      (c) of the definition of "Eligible Assignee" set
      forth in Section 1.01 of the Credit
Agreement.

                


        

      

    

    
       

      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    [Approved
this ____ day

    of
__________, ____:

     

    THE BLACK
& DECKER CORPORATION

     

    By ___________________________                                                         

    Name:

    Title:]1

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Schedule
1 to

    Assumption
Agreement

     

    
      
        	
                Assumed Advances

              	 
      	 
      	 
      
	 	 	 	 
	
                Aggregate
      outstanding principal amount of

              	 
      	 
      	 
      
	
                Advances
      in U.S. Dollars assumed:

              	 
      	
                U.S.$
      _____

              
	 	 	 	 
	
                Principal
      amount of Note payable to

              	 
      	 
      	 
      
	
                Assuming
      Lender:

              	 
      	
                U.S.$
      _____

              


      

    

     

    Effective
Date:                                _______________,
200_

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E-1

    FORM
OF OPINION OF COUNSEL FOR THE BORROWERS

     

    


    [LETTERHEAD
OF MILES & STOCKBRIDGE P.C.]

    


    December
7, 2007

    


    To each
of the Lenders party from time to time

    to the
Five-Year Credit Agreement referred

    to below,
Citibank, N.A., as Administrative

    Agent,
and JPMorgan Chase Bank, N.A.,

    as
Syndication Agent

    


    Re:           Five-Year Credit
Agreement

    


    Ladies
and Gentlemen:

    


    This
opinion is being delivered to you pursuant to Section 3.01(g)(v) of the
Five-Year Credit Agreement, dated as of December 7, 2007 (the “Credit
Agreement”), among The Black & Decker Corporation (the “Company”), Black
& Decker Luxembourg Finance S.C.A. and Black & Decker Luxembourg S.à
r.l., each as an Initial Borrower, and each of you.  Capitalized terms
used in this letter that are not otherwise defined herein have the meanings as
specified in the Credit Agreement.

    


    We have
acted as counsel to the Company in connection with the negotiation, execution
and delivery of the Credit Agreement.  In our capacity as counsel for
the Company, and for purposes of the opinions expressed herein, we have examined
the following:

    


    
      	
              (a)

            	
              A
      counterpart of the Credit Agreement executed by the Company, and each of
      the Notes delivered by the Company pursuant to Section 3.01(g)(i) of
      the Credit Agreement on the date
hereof;

            


    

    


    
      	
              (b)

            	
              The
      charter and the bylaws of the Company (together, the “Governing
      Documents”);

            


    

    


    
      	
              (c)

            	
              The
      records of proceedings and actions of the boards of directors of the
      Company in respect of the execution, delivery and performance of the
      Credit Agreement and the transactions contemplated
  thereby;

            


    

    


    
      	
              (d)

            	
              A
      certificate of the State Department of Assessments and Taxation of the
      State of Maryland, dated December 6, 2007, to the effect that, among other
      things, the Company is (i) duly incorporated under and by virtue of the
      laws of the State of Maryland and (ii) is duly authorized to exercise in
      the State of Maryland all the powers recited in its charter and to
      transact business in the State of Maryland;
and

            


    

    


    
      	
              (e)

            	
              The
      other documents furnished on the date hereof by the Company pursuant to
      Section 3.01(g) of the Credit
Agreement.

            


    

    


    We have
made inquiry of appropriate officers of the Company regarding the identity of
any indentures, loan or credit agreements, leases, guarantees, mortgages,
security agreements, bonds, notes and other agreements or instruments, and any
orders, writs, judgments, awards, injunctions and decrees, that affect or
purport to affect the Company’s right to borrow money or its obligations under
the Credit Agreement 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    or any of
the Notes, and we have examined originals, or copies certified to our
satisfaction, of all documents so identified.  The results of such
inquiries and examination are included in the definition of “our knowledge” set
forth herein.  In addition, we have examined originals, or copies
certified to our satisfaction, of such other corporate records of the Company,
certificates of public officials and of officers of the Company, and agreements,
instruments and other documents, as we have deemed necessary as a basis for the
opinions expressed below, subject to the assumptions, qualifications and
limitations set forth herein.

    


    For
purposes of the opinions expressed herein, we have relied as to factual matters
on certificates of officers and representatives of the Company and have obtained
such further assurances as we deemed necessary or appropriate.  We
also have relied on, and assumed the accuracy of, the representations and
warranties made by the Company in the Credit Agreement (except to the extent
those representations and warranties involved legal conclusions).

    


    In basing
the opinions and the other matters set forth below on “our knowledge,” the words
“our knowledge” mean that, in the course of our representation of the Company in
matters in respect of which we have been engaged as counsel, no information has
come to our attention that would give us actual knowledge that any such opinion
or other matter is not accurate or that any of the documents, certificates,
reports and information on which we have relied are not accurate and
complete.  Except as otherwise stated herein, we have undertaken no
independent investigation or verification of such matters.  The words
“our knowledge” are further limited to the knowledge of the lawyers within our
firm who have recently worked on matters on behalf of the Company.

    


    In
expressing the opinions set forth herein, we have assumed that (i) all documents
submitted to us as originals are authentic, (ii) all documents submitted to us
as copies conform with the originals of those documents, (iii) all signatures on
all documents submitted to us for examination are genuine, (iv) each natural
person executing any such document is legally competent to do so and (v) all
public records reviewed by us or on our behalf are accurate and
complete.

    


    Based on
the foregoing and subject to the assumptions, qualifications and limitations set
forth herein, we are of the opinion that:

    


    
      	
              1.

            	
              The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Maryland and is duly authorized to
      exercise all the powers recited in its charter and to transact business in
      the State of Maryland.

            


    

    


    
      	
              2.

            	
              The
      execution, delivery and performance by the Company of the Credit Agreement
      and the Notes executed and delivered, or to be executed and delivered, by
      it, and the consummation of the transactions contemplated thereby, are
      within the corporate powers of the Company, have been duly authorized by
      all necessary corporate action and do not contravene (i) the Governing
      Documents, (ii) any law, statute, rule or regulation applicable to the
      Company or (iii) to our knowledge, any contract, loan agreement,
      indenture, mortgage, deed of trust, lease or other instrument binding on
      or affecting the Company or any of its Subsidiaries or any of its
      properties or assets, or any order, writ, judgment, award, injunction or
      decree by which the Company or any of its Subsidiaries is bound, in either
      case that affects or purports to affect the Company’s right to borrow
      money or its obligations under the Credit Agreement or any of the
      Notes.

            


    

     

    
      	
              3.

            	
              No
      authorization, approval or other action by, and no notice to or filing
      with, any Governmental Authority or, to our knowledge, any other third
      party that is a party to any agreement or document to which the Company or
      any of its Subsidiaries is a party is required for the due execution,
      delivery or performance by the Company of the Credit Agreement or the
      Notes executed and delivered, or to be executed and delivered, by
      it.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              The
      Credit Agreement has been duly executed and delivered by the
      Company.  The Notes executed and delivered by the Company on the
      date hereof have been duly executed and delivered by the
      Company.

            


    

    


    
      	
              5.

            	
              To
      our knowledge, there is no action, suit, investigation, litigation or
      proceeding (including, without limitation, any Environmental Action
      against or in any other way affecting the Company or any of its
      Subsidiaries or any of its properties or  businesses) pending or
      threatened before any court, Governmental Authority or arbitrator that (i)
      either individually or in the aggregate, could reasonably be expected to
      have a Material Adverse Effect or (ii) purports to adversely affect the
      legality, validity or enforceability of the Credit Agreement or the
      consummation of the transactions contemplated
  thereby.

            


    

    


    
      	
              6.

            	
              The
      choice of New York law to govern the Credit Agreement and each of the
      Notes is a valid and effective choice of law under the laws of the State
      of Maryland, and, in a properly presented case, a Maryland court and a
      federal court sitting in the State of Maryland and applying Maryland
      choice of law principles would recognize and enforce the choice of New
      York law, to the extent the law of that State is chosen, to govern the
      Credit Agreement and the Notes which expressly state that, in whole or in
      part, New York law shall be the governing law.  Without limiting
      the generality of the foregoing, a Maryland court and a federal court
      sitting in the State of Maryland and applying Maryland choice of law
      principles would apply the usury law of the State of New York, and would
      not apply the usury law of the State of Maryland, to the Credit Agreement
      and the Notes.  If a Maryland court or a federal court sitting
      in the State of Maryland and applying Maryland law were to hold that,
      notwithstanding the choice of law set forth therein, the Credit Agreement
      and the Notes are to be governed by and construed in accordance with the
      laws of the State of Maryland, the Credit Agreement and Notes would be,
      under the laws of the State of Maryland, legal, valid and binding
      obligations of the Company enforceable against the Company in accordance
      with their terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws affecting the rights of
      creditors generally, and except that the remedy of specific performance
      and other forms of equitable relief may be subject to equitable defenses
      and to the discretion of the court before which any proceeding, whether at
      law or in equity, may be brought.

            


    

    


    We
express no opinion as to the laws of any jurisdiction other than the laws of the
State of Maryland and the federal laws of the United States of
America.

    


    This
letter and the opinions set forth herein are being furnished by us to you solely
for your benefit in connection with the transactions contemplated by the Credit
Agreement and may not be relied upon by any person or for any other purpose
without our prior written consent.  Notwithstanding the foregoing, any
Person that becomes a Lender in accordance with the provisions of the Credit
Agreement may rely on the opinions expressed herein as if this letter were
addressed to such Lender on the date hereof.  The opinions set forth
herein are limited to the matters set forth in this letter and no other opinions
should be inferred beyond the matters expressly stated.

    


    Very
truly yours,

    


    Miles
& Stockbridge P.C.

    


    


    By:_______________________________________

    Principal

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E-2

    FORM OF OPINION OF COUNSEL FOR BDLF
AND BDL

    


    [LETTERHEAD
OF ALLEN & OVERY LUXEMBOURG]

    


    


    To each
of the Lenders party from time to time to the Five Year Credit Agreement
referred to below, the Administrative Agent and the Syndication
Agent

    


    Black
& Decker Luxembourg Finance S.C.A. – Five-Year Credit Agreement

    


    Dear
Sirs,

    


    We have
acted as special legal advisers in the Grand-Duchy of Luxembourg (Luxembourg) to Black &
Decker Luxembourg Finance S.C.A. (the Company), a corporate
partnership limited by shares (société en commandite par
actions) organized under the
laws of Luxembourg, with registered office at 46A avenue J.-F. Kennedy in L –
1855 Luxembourg and registered with the Luxembourg Trade and Companies Register
under number B113.377.

    


    This
legal opinion is issued pursuant to section 3.02 of a USD 1,000,000,000
Five-Year Credit Agreement dated as of 7 December 2007 (as amended, supplemented
or otherwise modified from time to time, the Credit Agreement) among inter alia (i) The Black
& Decker Corporation, Black & Decker Luxembourg S.à r.l. (B&D Luxembourg) and the
Company as borrowers, (ii) Citibank N.A., as administrative agent (hereafter
referred to as Citibank
or the Administrative
Agent), (iii) JPMorgan Chase Bank, N.A. as Syndication Agent (JP Morgan and together with
the Administrative Agent, the
Agents), (iv) the initial lenders named in the Credit Agreement (the
Lenders) and (v) Bank of
America, N.A., B.N.P. Paribas and Commerzbank AG as documentation agents (the
Documentation
Agents).

    


    This
legal opinion is also furnished to you in connection with the execution and the
delivery by the Company of the Credit Agreement and of the Notes issued pursuant
to section 3.02 of the Credit Agreement (the Notes).

    


    We give
this opinion on the basis of and subject to the assumptions and qualifications
set out below.

     

    
      
        	
                I.  

              	
                BASIS
      OF OPINION

              


      

    

     

    We have
examined, to the exclusion of any other document, copies of the documents listed
below. The documents mentioned in paragraphs (a) and (b) below are hereinafter referred
to as the Opinion
Documents:

     

    
      	
              (a)  

            	
              a
      PDF copy received by e-mail of the executed the Credit
      Agreement;

            


    

     

    
      	
              (b)  

            	
              a
      PDF copy received by e-mail of the Notes executed by the Company dated 7
      December 2007;

            


    

     

    
      	
              (c)  

            	
              a
      copy of the Articles of Association of the Company dated 9 December 2005
      (the Articles);

            


    

     

    
      	
              (d)  

            	
              a
      copy of the written resolutions of the
      board of B&D Luxembourg acting in its capacity as general partner of
      the Company (the General
      Partner) dated 6 December 2007 approving, among others, the
      execution of and the performance of the Company under the Credit Agreement
      and the Notes (the Resolutions);

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (e)  

            	
              a
      certificate of Ms Elizabeth A. Dolce, manager of the General Partner,
      dated 7 December 2007, attesting that (i) Mr Mark Rothleitner has been
      duly elected or appointed and has duly qualified as, and on the date
      thereof is, an officer of B&D Luxembourg authorized to sign on behalf
      of B&D Luxembourg, in its capacity as general partner of the Company,
      on behalf of the Company, the Credit Agreement, the Notes and such other
      documents delivered pursuant to the Credit Agreement on behalf of the
      Company and that (ii) the Company has obtained all third-party
      approvals  with respect to the Opinion
  Documents;

            


    

     

    
      	
              (f)  

            	
              a
      certificate of Ms Elizabeth A. Dolce and Fides (Luxembourg) S.A., managers
      of the General Partner, dated 7 December 2007, attesting that the place of
      the central administration (siège de l'administration
      centrale) and the centre of main interests of the Company are
      located at its registered office (siège statutaire) in
      Luxembourg and that the Company complies with, and adheres to, the
      provisions of the Luxembourg act dated 31 May 1999 concerning the
      domiciliation of companies, as
amended;

            


    

     

    
      	
              (g)  

            	
              an
      excerpt of the Luxembourg Trade and Companies Register pertaining to the
      Company dated 20 November 2007 (the Excerpt);
      and

            


    

     

    
      	
              (h)  

            	
              a
      certificate dated 7 December 2007 from the 2nd section of the District
      court of Luxembourg, entrusted with commercial matters (greffe de la 2ème section du
      Tribunal d'Arrondissement de et à Luxembourg, chargée des affaires
      commerciales) according to which no bankruptcy proceedings have
      been initiated on such date against the
Company.

            


    

     

    In
addition, on 7 December at 1.30 p.m. CET, we checked on the internet site of the
Luxembourg Trade and Companies Register and did not detect (i) actions for a
voluntary or compulsory liquidation of the Company and (ii) steps to appoint a
liquidator or a similar officer over or to wind up the Company which were at
that date and time on record on the internet site of the Luxembourg Trade and
Companies Register.

    


    Words and
expressions defined in the Opinion Documents shall, except where the context
otherwise requires, have the same meanings in this legal opinion.

     

    
      	
              II.  

            	
              ASSUMPTIONS

            


    

    


    In giving
this legal opinion, we have assumed with your consent, and we have not verified
independently:

     

    
      	
              (a)  

            	
              the
      genuineness of all signatures, stamps and seals, the conformity to the
      originals of all the documents submitted to us as certified, photostatic,
      faxed or e-mailed copies or specimens and the authenticity of the
      originals of such documents;

            


    

     

     

    
      	
              (b)  

            	
              the
      due and valid authorization, execution and delivery of the Opinion
      Documents by all the parties thereto (other than the Company), as well as
      the power, authority, capacity and legal right of all the parties thereto
      (other than the Company) to enter into, execute, deliver and perform their
      respective obligations thereunder, and compliance with all applicable laws
      and regulations, other than Luxembourg
law;

            


    

     

     

    
      	
              (c)  

            	
              that
      all authorizations, approvals and consents of any country other than
      Luxembourg which may be required in connection with the execution,
      delivery and performance of the Opinion Documents (and any other documents
      in connection therewith) have been or will be obtained and that all
      internal corporate or other authorization procedures by each party (other
      than the Company) for the execution by it of the Opinion Documents (or any
      document in connection therewith) to which it
  is 

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                expressed
      to be a party, have been duly
fulfilled;

              


      

       

    

     

    
      	
              (d)  

            	
              that
      the Opinion Documents (and any document in connection therewith) have been
      signed on behalf of the Company by Mr Mark Rothleitner duly appointed by
      the General Partner as per the minutes mentioned in paragraph I
      (d);

            


    

     

     

    
      	
              (e)  

            	
              that
      the Opinion Documents are legal, valid, binding and enforceable under New
      York law, that the choice of New York law is valid (as a matter of New
      York law) as the choice of proper law and that the obligations assumed by
      all the parties thereunder constitute legal, valid, binding and
      enforceable obligations under New York law by which the Opinion Documents
      are expressed to be governed;

            


    

     

     

    
      	
              (f)  

            	
              that
      the Opinion Documents constitute the legal, valid and binding obligations
      of each of the parties thereto (other than the Company) under the laws of
      the jurisdiction of their incorporation or of their principal office or of
      their principal place of
establishment;

            


    

     

     

    
      	
              (g)  

            	
              that
      the Opinion Documents are in the proper legal form to be admissible in
      evidence and enforced in the courts, and in accordance with the laws, of
      the State of New York by which they are expressed to be
      governed;

            


    

     

     

    
      	
              (h)  

            	
              that,
      in so far as any obligation under, or action to be taken under, the
      Opinion Documents is required to be performed or taken in any jurisdiction
      outside Luxembourg, the performance of such obligation or the taking of
      such action will constitute a valid and binding obligation of each of the
      parties thereto under the laws of that jurisdiction and will not be
      illegal by virtue of the laws of that
  jurisdiction;

            


    

     

     

    
      	
              (i)  

            	
              that
      there are no provisions of the laws of any jurisdiction outside Luxembourg
      which would adversely affect, or otherwise have any negative impact on,
      the opinions expressed in this legal
opinion;

            


    

     

     

    
      	
              (j)  

            	
              that
      all the parties to the Opinion Documents (other than the Company) are
      companies duly organized, incorporated and validly existing in accordance
      with the laws of the jurisdictions of their respective incorporation
      and/or their place of effective management, having a corporate existence,
      that in respect of all the parties to the Opinion Documents, no steps have
      been taken pursuant to any insolvency proceedings to appoint an
      administrator, receiver or liquidator over the respective parties or their
      assets and that no voluntary winding-up of such parties has been recorded
      at the date hereof;

            


    

     

     

    
      	
              (k)  

            	
              that
      all conditions precedent to the effectiveness of each of the Opinion
      Documents, other than the delivery of this legal opinion, have been
      satisfied and that each of the Opinion Documents is in full force and
      effect as against the parties
thereto;

            


    

     

     

    
      	
              (l)  

            	
              that
      all payments and transfers made by, on behalf of, in favour of, or for the
      account of, the Company are made on arm’s
      length terms and are in accordance with market
  practice;

            


    

     

     

    
      	
              (m)  

            	
              that
      any representation, warranty or statement of fact or law, other than as to
      the laws of Luxembourg, made in the Opinion Documents (and any document in
      connection therewith) and relied upon or assumed in this legal opinion is
      true, accurate and complete in all respects material to this opinion;
      and

            


    

     

     

    
      	
              (n)  

            	
              that
      the Articles have not been amended since the date referred to in
      paragraphs I. (c); and

            


    

     

     

    
      	
              (o)  

            	
              that
      the meeting of the General
      Partner of the Company mentioned in paragraph I. (d) above
      was 

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                duly
      convened, and duly held.

              


      

       

    

    We
express no, nor do we imply any, opinion as to any laws other than the laws of
Luxembourg.

     

    
      	
              III.  

            	
              OPINION

            


    

    


    Based
upon, and subject to, the assumptions made above and the qualifications set out
below and subject to any matters not disclosed to us, we are of the opinion
that, under the laws of Luxembourg in effect, and as construed and applied by
the Luxembourg courts, on the date hereof:

    


     

    
      	
              1.  

            	
              The
      Company is a corporate partnership limited by shares (société en commandite par
      actions) formed for an unlimited duration and validly existing
      under the laws of Luxembourg.

            


    

     

    
      	
              2.  

            	
              The
      Company has the corporate power and authority under the laws of Luxembourg
      to enter into, execute and deliver the Opinion Documents and to perform
      its obligations thereunder.

            


    

     

    
      	
              3.  

            	
              THE
      OPINION DOCUMENTS HAVE BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF THE
      COMPANY.

            


    

     

    
      	
              4.  

            	
              THE
      EXECUTION AND DELIVERY BY THE COMPANY AND THE COMPLIANCE WITH THE TERMS
      AND CONDITIONS, OF THE OPINION DOCUMENTS DO NOT (AS A MATTER OF LUXEMBOURG
      LAW) CONTRAVENE ANY APPLICABLE LAW OR REGULATION OF LUXEMBOURG AND DO NOT
      CONTRAVENE OR CONSTITUTE A DEFAULT UNDER THE
  ARTICLES.

            


    

     

    
      	
              5.  

            	
              IT
      IS NOT NECESSARY IN ORDER TO ENSURE THE LEGALITY, VALIDITY, ENFORCEABILITY
      OR ADMISSIBILITY IN EVIDENCE OF ANY OF THE OPINION DOCUMENTS THAT ANY OF
      THEM OR ANY OTHER DOCUMENT IN RESPECT THEREOF BE NOTARISED OR SUBJECT TO
      ANY OTHER FORMALITY OR BE FILED, RECORDED, REGISTERED OR ENROLLED WITH ANY
      COURT OR OFFICIAL AUTHORITY IN LUXEMBOURG OR THAT ANY OTHER ACTION BE
      TAKEN IN RELATION TO THE SAME OR ANY OF THEM. THE REGISTRATION OF THE
      OPINION DOCUMENTS IN LUXEMBOURG AND ANY DOCUMENTS MENTIONED THEREIN OR
      CONNECTED THEREWITH MAY BECOME NECESSARY, IF AND WHEN THEY ARE REFERRED TO
      OR USED IN A LUXEMBOURG PUBLIC DEED AND LUXEMBOURG COURTS OR AN OFFICIAL
      LUXEMBOURG AUTHORITY MAY REQUIRE THE PRIOR REGISTRATION OF THE OPINION
      DOCUMENTS IN LUXEMBOURG, IF THEY WERE TO BE PRODUCED IN A LUXEMBOURG COURT
      ACTION OR EXHIBITED BEFORE AN OFFICIAL LUXEMBOURG
    AUTHORITY.

            


    

     

    
      	
              6.  

            	
              THE
      OBLIGATIONS EXPRESSED TO BE ASSUMED BY THE COMPANY UNDER THE OPINION
      DOCUMENTS CONSTITUTE ITS LEGAL, VALID AND BINDING OBLIGATIONS AND ARE,
      SUBJECT TO THEIR VALIDITY, LEGALITY AND ENFORCEABILITY UNDER THE LAWS OF
      THE STATE OF NEW YORK BY WHICH THEY ARE EXPRESSED TO BE GOVERNED,
      ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR
  TERMS.

            


    

     

    
      	
              7.  

            	
              SUBJECT
      TO QUALIFICATION I. BELOW, IF THE OPINION DOCUMENTS WERE SUED UPON BEFORE
      A COURT IN LUXEMBOURG (IF HAVING JURISDICTION), SUCH COURT WOULD RECOGNISE
      AND GIVE EFFECT TO THE PROVISIONS IN THE OPINION DOCUMENTS WHEREBY THEY
      ARE EXPRESSED TO BE GOVERNED, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF THE STATE OF NEW YORK.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              8.  

            	
              THE
      PROVISIONS IN THE CREDIT AGREEMENT FOR THE SUBMISSION TO THE NON EXCLUSIVE
      JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED
      STATES OF AMERICA SITTING IN NEW YORK CITY, NEW YORK ARE VALID AND BINDING
      ON THE COMPANY.

            


    

     

    
      	
              9.  

            	
              SUBJECT
      TO QUALIFICATION D. BELOW, UNDER THE LAWS OF LUXEMBOURG, A FINAL AND
      CONCLUSIVE JUDGEMENT IN RESPECT OF THE OPINION DOCUMENTS OBTAINED AGAINST
      THE COMPANY IN THE NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED
      STATES OF AMERICA SITTING IN NEW YORK CITY, NEW YORK WOULD BE RECOGNISED
      AND ENFORCED BY A COURT IN LUXEMBOURG SUBJECT TO THE APPLICABLE
      ENFORCEMENT (EXEQUATUR)
      PROCEDURE.

            


    

     

    
      	
              10.  

            	
              ANY
      JUDGEMENT AWARDED IN THE COURTS OF LUXEMBOURG MAY BE EXPRESSED IN A
      CURRENCY OTHER THAN THE EURO. HOWEVER, ANY OBLIGATION TO PAY A SUM OF
      MONEY IN ANY CURRENCY OTHER THAN THE EURO WILL BE ENFORCEABLE IN
      LUXEMBOURG IN TERMS OF THE EURO
ONLY.

            


    

     

    
      	
              11.  

            	
              THE
      COMPANY IS NOT ENTITLED TO CLAIM IMMUNITY FROM SUIT, EXECUTION, ATTACHMENT
      OR OTHER LEGAL PROCESS IN THE COURTS OF LUXEMBOURG, WHETHER GENERALLY OR
      IN RELATION TO ANY SPECIFIC
PROPERTY.

            


    

     

    
      	
              12.  

            	
              THE
      OBLIGATIONS OF THE COMPANY, AS A BORROWER UNDER THE OPINION DOCUMENTS,
      RANK AND WILL RANK AT LEAST PARI PASSU WITH ALL ITS
      OTHER PRESENT AND FUTURE UNSECURED INDEBTEDNESS SAVE THOSE WHOSE CLAIMS
      ARE PREFERRED IN ACCORDANCE WITH ANY BANKRUPTCY, INSOLVENCY, LIQUIDATION
      OR OTHER LAWS OF GENERAL
APPLICATION.

            


    

     

    
      	
              13.  

            	
              IT
      IS NOT NECESSARY UNDER THE LAWS OF LUXEMBOURG THAT ANY AGENT OR ANY LENDER
      BE AUTHORISED OR QUALIFIED TO CARRY ON BUSINESS IN LUXEMBOURG (I) BY
      REASON OF THE EXECUTION OF THE OPINION DOCUMENTS AND (II) IN ORDER TO
      ENABLE IT TO ENFORCE ITS RIGHTS UNDER THE OPINION
    DOCUMENTS.

            


    

     

    
      	
              14.  

            	
              THE
      AGENTS AND THE LENDERS ARE NOT DEEMED TO BE RESIDENT, DOMICILED OR
      CARRYING ON BUSINESS IN LUXEMBOURG BY REASON ONLY OF THE EXECUTION AND/OR
      PERFORMANCE OF THE CREDIT
AGREEMENT.

            


    

     

    
      	
              15.  

            	
              Subject
      to qualification c. below, no authorisations, approvals, consents,
      licenses, exemptions, stamp duty, filings, registrations, notarisations
      and other requirements of governmental, judicial and public bodies and
      authorities of or in Luxembourg are required in connection with the entry
      into, performance, validity and enforceability of the Opinion Documents
      and the transactions contemplated
thereby.

            


    

     

    
      	
              16.  

            	
              All
      amounts payable by the Company under the Credit Agreement may be made free
      and clear of, and without, any deduction of or withholding of tax in
      Luxembourg.

            


    

     

     

    
      	
              IV.  

            	
               QUALIFICATIONS

            


    

    


    The above
opinions are subject to the following qualifications:

     

    
      	
              A.  

            	
              The
      rights and obligations of the Company and the validity, legality,
      performance and enforceability of the Opinion Documents are subject to,
      and may be affected or limited by, the


            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                provisions
      of any applicable bankruptcy, insolvency, liquidation, moratorium or
      reprieve from payment (sursis de paiement),
      controlled management (gestion contrôlée),
      general settlement or composition with creditors (concordat préventif de
      faillite), fraudulent conveyance (actio pauliana),
      reorganisation or similar Luxembourg or foreign laws affecting the rights
      of creditors generally.

              


      

       

    

    
      	
              
                B.  
  

            	
              Foreign
      principles of bankruptcy, insolvency, liquidation, moratorium, composition
      with creditors, fraudulent conveyance, reorganisation, reconstruction or
      other laws affecting the rights of creditors generally applicable to any
      of the parties to the Opinion Documents may impact on the Opinion
      Documents, if and to the extent that such principles are inconsistent with
      Luxembourg principles of Public Policy. Public Policy means the
      fundamental concepts of Luxembourg law that the Luxembourg courts may
      deem, in a given case, to be of such significance so as to exclude the
      application of an (otherwise applicable) foreign law deemed to be contrary
      to such concepts. Luxembourg courts have in the past, for instance,
      refused to recognise a bankruptcy judgement in respect of a company
      rendered by a foreign court in whose jurisdiction such company did not, in
      the opinion of the Luxembourg court, have its principal place of business
      and the management of its corporate matters (district court, luxembourg,
      13 july 1984, n°  826/84, unpublished). We do not have
      any reason to believe that the entry into and the performance under the
      Opinion Documents would violate Luxembourg International Public
      Policy.

            


    

     

    
      	
              
                C.  
  

            	
              With
      respect to the opinions expressed in paragraphs 5. and 15. above, if the
      registration of the Opinion Documents (or any document in connection
      therewith) with the administration de
      l’enregistrement et des domaines in Luxembourg is required either a
      nominal registration duty or an ad valorem duty will be
      payable, depending on the nature of the document subject to registration
      (e.g., an ad
      valorem duty of 0.24 (zero point twenty four) per cent. on the amount
      of a payment obligation mentioned in the document so registered). If
      registration is so required, the Luxembourg courts or the official
      authority may require that the Opinion Documents (or any documents in
      connection therewith) be translated into French or
  German.

            


    

     

    
      	
              
                D.  

              

            	
              Pursuant
      to Luxembourg case law, the granting of exequatur is subject to the
      following requirements:

            


    

     

    
      	
               
      

            	
              -

            	
              the
      foreign court order must be enforceable in the country of
      origin,

            


    

     

    
      	
               
      

            	
              -

            	
              the
      court of origin must have had jurisdiction both according to its own laws
      and to the Luxembourg conflict of jurisdictions
  rules,

            


    

     

    
      	
               
      

            	
              -

            	
              the
      foreign procedure must have been regular in light of the laws of the
      country of origin,

            


    

     

    
      	
               
      

            	
              -

            	
              the
      foreign decision must not violate the rights of
  defense,

            


    

     

    
      	
               
      

            	
              -

            	
              the
      foreign court must have applied the law which is designated by the
      Luxembourg conflict of laws rules, or, at least, the order must not
      contravene the principles underlying these
  rules,

            


    

     

    
      	
               
      

            	
              -

            	
              the
      considerations of the foreign order as well as the judgement as such must
      not contravene Luxembourg International Public
  Policy,

            


    

     

    
      	
               
      

            	
              -

            	
              the
      foreign order must not have been rendered subsequent to an evasion of
      Luxembourg law («fraude
      à la loi»).

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              
                E.  
 

            	
              A
      foreign jurisdiction clause does not prevent the parties from initiating
      legal action in front of Luxembourg courts to the extent that summary
      proceedings (référé) seeking
      conservatory or urgent provisional measures are concerned. Notwithstanding
      a foreign jurisdiction clause, Luxembourg courts would have in principle
      jurisdiction for any conservatory or provisional action in connection with
      assets located in Luxembourg and such action would most likely be governed
      by Luxembourg law.

            


    

     

    
      	
              
                F.  
 

            	
              Interest
      may not accrue on interest that is due on capital, unless such interest
      has been due for at least one year (article 1154 of the civil
      code). The right to compound interest is limited to cases where (a)
      the interest has been due for at least one year and (a) the parties have
      specifically provided in an agreement (to be made after that interest has
      become due for at least one year) that such interest may be compounded (or
      absent such agreement, the creditor may file an appropriate request with
      the relevant court). The provisions of article 1154 of the civil code are
      generally considered to be a point of Public Policy under Luxembourg law.
      It is possible that a Luxembourg court would consider them to be a point
      of International Public Policy that would set aside the relevant foreign
      governing law.

            


    

     

    
      	
              
                G.  
 

            	
              We
      express no opinion as to whether any provision in the Opinion Documents
      conferring a right of set-off or similar right or a right stipulated to be
      irrevocable would be effective against a Luxembourg bankruptcy receiver,
      liquidator or creditor. Claims may become barred under statutory
      limitation period rules and may be subject to defences of set-off or
      counter-claims. No opinion on close-out netting is expressed or, in
      general, as to whether rights of set-off are effective in a Luxembourg
      insolvency situation.

            


    

     

    
      	
              
                H.  
 

            	
              We
      express no opinion as to the validity and enforceability of provisions
      whereby interest on overdue amounts or other payment obligations shall
      continue to accrue or subsist after
judgement.

            


    

     

    
      	
              
                I.  
 

            	
              With
      respect to the opinions expressed in paragraph 7. above, the Luxembourg
      courts would not apply a chosen foreign law if that choice was not made
      bona fide and/or
      if:

            


    

     

    
      	
              (i)  

            	
              it
      were not pleaded and proved; or

            


    

     

    
      	
              (ii)  

            	
              if
      pleaded and proved, such foreign law would be contrary to the mandatory
      rules of Luxembourg law or manifestly incompatible with Luxembourg
      International Public Policy.

            


    

     

    
      	
              
                J.  
 

            	
              Clauses
      that grant to one of the parties the power to determine, in its absolute
      discretion, certain facts, to fix the terms and conditions of the
      obligations of the other party or to state unilaterally the amount of
      expenses or losses to be recovered from the other party and that thus
      grant the power to determine unilaterally the commitments of the other
      party, may be declared void by a Luxembourg court (if competent) on the
      basis of articles 1170 and 1174 of the Luxembourg Civil Code (condition purement
      potestative, one-sided clause). It is generally held that such
      clauses are voidable only if they are expressed in favour of the debtor
      and grant the latter the discretionary power or right to determine its
      obligations. Articles 1170 and 1174 of the Luxembourg Civil Code are
      considered to be a point of Public Policy under Luxembourg law. It is
      possible that a Luxembourg court would consider them to be a point of
      International Public Policy that would set aside the relevant foreign
      governing law.

            


    

     

    
      	
              
                K.  
  

            	
              Penalty
      clauses (clauses
      pénales), and similar clauses on damages or liquidated damages, as
      governed by article 1152 and articles 1226 et seq. of the Luxembourg Civil
      Code are allowed to the extent that they provide for a reasonable level of
      damages. The judge has however the right to


            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                reduce
      (or increase) the amount thereof if it is unreasonably high (or low). The
      provisions of article 1152 and articles 1226 et seq. of the Civil Code are
      generally considered to be a point of Public Policy under Luxembourg law.
      It is possible that a Luxembourg court would consider them to be a point
      of International Public Policy that would set aside the relevant foreign
      governing law.

              


      

       

    

    
      	
              
                L.  

              

            	
              Any
      indemnity provision entitling one party to recover its legal and other
      enforcement costs and expenses from another party may be limited in terms
      of items or amounts as a Luxembourg court (if competent) deems
      appropriate.

            


    

     

    
      	
              
                M.  
  

            	
              A
      contractual provision allowing the service of process against the Company
      to a service agent could be overridden by Luxembourg statutory provisions
      allowing the valid service of process against the Company in accordance
      with applicable laws at its domicile. If the designation of a service
      agent constitutes (or will be deemed to constitute) or, if the Company
      issues, a power of attorney or mandate (mandat), whether or not
      irrevocable, such power of attorney or mandate will terminate by force of
      law, and without notice, upon the occurrence of insolvency events
      affecting the Company.

            


    

     

    
      	
              
                N.  
 

            	
              Certain
      obligations may not be subject to specific performance pursuant to court
      orders, but may result in damages only. Any certificate which would by
      contract be deemed to be conclusive may not be upheld by the Luxembourg
      courts.

            


    

     

    
      	
              
                O.  
  

            	
              Other
      than expressly set out in this legal opinion, we express no tax opinion
      whatsoever in respect of the Company or the tax consequences of the
      transactions contemplated by the Opinion Documents (or any document in
      connection therewith) and we express no opinion on matters of fact, or on
      matters of trust, or on matters other than those expressly set forth in
      this legal opinion, and no opinion is, or may be, implied or inferred
      herefrom. No opinion is given as to whether the performance of the Opinion
      Documents would cause any borrowing limits, debt/equity or other ratios
      possibly agreed with the tax authorities to be exceeded nor as to the
      consequences thereof.

            


    

     

    
      	
              
                P.  
 

            	
              With
      your consent, we have not made any enquiry regarding, and no opinion is
      expressed or implied in relation to, the accuracy of any representation or
      warranty given by, or concerning, any of the parties to the Opinion
      Documents or whether such parties or any of them have complied with or
      will comply with any covenant or undertaking given by them or the terms
      and conditions of any obligations binding upon them, save as expressly
      provided herein.

            


    

     

    
      	
              
                Q.  
 

            	
              Payments
      made, as well as other transactions (listed in the pertinent section of
      the Luxembourg Code of Commerce) concluded or performed, during the
      so-called suspect period (période suspecte) which
      is fixed by the Luxembourg court and dates back (not more than) six (6)
      months as from the date on which the Luxembourg court formally adjudicates
      a person bankrupt, and, as for specific payments and transactions, during
      an additional period of ten days before the commencement of such period,
      are subject to cancellation by the Luxembourg court upon proceedings
      instituted by the Luxembourg insolvency receiver (curateur).

            


    

     

    In
particular,

     

    
      	
              (I)  

            	
              Article
      445 of the Luxembourg Code of Commerce sets out that, during the suspect
      period and an additional period of ten days preceding the suspect period
      fixed by the court, specified transactions (e.g., the granting of a
      security interest for antecedent debts; the payment of debts which have
      not fallen due, whether payment is made in cash or by way of assignment,
      sale, set-off or by any other means; the payment of debts which have
      fallen due

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
                

            	
              by
      any other means than in cash or by bill of exchange; the sale of assets
      without consideration or for materially inadequate consideration) must be
      set aside or declared null and void, as the case may be,  if so
      requested by the insolvency receiver;

            


       

    

    
      	
              (II)  

            	
              Article
      446 of the Luxembourg Code of Commerce states that payments made for
      matured debts as well as other transactions concluded for consideration
      during the suspect period are subject to cancellation by the court upon
      proceedings instituted by the insolvency receiver if they were concluded
      with the knowledge of the bankrupt's cessation of payments;
      and

            


    

     

    
      	
              (III)  

            	
              Regardless
      of the suspect period, article 448 of the Luxembourg Code of Commerce and
      article 1167 of the civil code (actio pauliana) give
      the creditor the right to challenge any fraudulent payments and
      transactions made prior to the bankruptcy, without limitation of
      time.

            


    

     

    
      	
              
                R.  
  

            	
              The
      opinion expressed in paragraph III. 1. above is qualified as
      follows:

            


    

     

    
      	
              (i)  

            	
              a
      search at the clerk’s office of the Luxembourg district court (sitting in
      commercial matters) or with the Luxembourg Trade and Companies Register is
      not necessarily capable of conclusively revealing whether or not a
      winding-up petition or a petition for the making of an administration or
      bankruptcy order or similar action has been presented by or against the
      Company; and

            


    

     

    
      	
              (ii)  

            	
              the
      corporate documents (including, but not limited to, the notice of a
      winding-up order or resolution, notice of the appointment of a receiver,
      manager, administrator or administrative receiver) may not be deposited
      immediately at the clerk’s office of the Luxembourg district court
      (sitting in commercial matters) and/or with the Luxembourg Trade and
      Companies Register and there may be a delay in the relevant notice
      appearing on the files, respectively the information available on the
      internet site of the Luxembourg Trade and Companies register, regarding
      the relevant party.  Such a document may also not have been
      filed in the Company’s file or be on record at the internet site of the
      Luxembourg Trade and Companies
Register.

            


    

     

    
      	
              
                S.  
  

            	
              As
      used in this opinion, the term enforceable means in
      relation to each obligation or document, that it is of a type which may be
      enforced by the Luxembourg courts.  Nonetheless, it is not
      certain, however, that each obligation or document will be enforced in
      accordance with its terms in every circumstance, enforcement being subject
      in particular to, inter
      alia, the nature of the remedies available in the Luxembourg
      courts, the acceptance by such court of jurisdiction, the discretion of
      the courts (within the limits of Luxembourg law), the power of such courts
      to stay proceedings, the provisions of Luxembourg civil procedure rules
      regarding remedies and enforcement measures available under Luxembourg
      law.  Enforcement may further be limited by general principles
      of equity and good faith.

            


    

     

    
      	
              
                T.  
 

            	
              The
      question as to whether or not any provision of the Opinion Documents which
      may be invalid on account of illegality may be severed from the other
      provisions thereof in order to save those other provisions would be
      determined by the Luxembourg courts in their
  discretion.

            


    

     

    This
legal opinion is given on the express basis, accepted by each person who is
entitled to rely on it, that this legal opinion and all rights, obligations or
liability in relation to it are governed by, and shall be construed in
accordance with, Luxembourg law and that any action or claim in relation to it
can only be brought exclusively before the courts of Luxembourg.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Luxembourg
legal concepts are expressed in English terms and not in their original French
or German terms. The concepts concerned may not be identical to the concepts
described by the same English terms as they exist under the laws of other
jurisdictions. It should be noted that there are always irreconcilable
differences between languages making it impossible to guarantee a totally
accurate translation or interpretation. In particular, there are always some
legal concepts which exist in one jurisdiction and not in another, and in those
cases it is bound to be difficult to provide a completely satisfactory
translation or interpretation because the vocabulary is missing from the
language. We accept no responsibility for omissions or inaccuracies to the
extent that any are attributable to such factors. This legal opinion may,
therefore, only be relied upon under the express condition that any issues of
interpretation arising thereunder will be governed by Luxembourg law and be
brought before a Luxembourg court.

     

    This
legal opinion is given for your sole benefit and may not be relied upon, quoted
or otherwise used by any other person other than your legal advisers or for any
other purposes without our prior written consent.

     

     

     Yours
faithfully,

     

     ALLEN&OVERY

     LUXEMBOURG

    


    


    


    


     

     Marc
Feider

     Avocat
à la Cour

    Partner

    


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
E-3

    FORM
OF OPINION OF COUNSEL FOR A DESIGNATED SUBSIDIARY

     

                       ______,
____

     

    To each
of the Lenders party to the

     

    Credit
Agreement referred to below,

    and to
Citibank, N.A., as Administrative

    Agent for
such Lenders

     

    [Name
of Designated Subsidiary]

     

    Ladies
and Gentlemen:

     

    This
opinion is furnished to you pursuant to Section 3.02(h) of the Five-Year
Credit Agreement dated as of __________, 2007 (as amended, supplemented or
otherwise modified through the date hereof, the "Credit
Agreement") among The Black & Decker Corporation (the "Company"),
Black & Decker Luxembourg Finance S.C.A., Black & Decker Luxembourg
S.àR.L. and the each of you.  Capitalized terms used herein have the
same meanings as specified in the Credit Agreement.

     

    We have
acted as counsel to ______________ (the "Designated
Subsidiary") in connection with the preparation, execution and delivery
of the Designation Letter executed by the Designated Subsidiary.

     

    In that
connection, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of:

     

    (a)           The
Designation Letter executed by the Designated Subsidiary.

     

    (b)           The
Credit Agreement.

     

    (c)           Each
of the Notes delivered by the Designated Subsidiary pursuant to Section 3.02(b)
on the date hereof.

     

    (d)           The
documents furnished by the Designated Subsidiary pursuant to Article III of the
Credit Agreement.

     

    (e)           The
[Certificate of Incorporation] [SPECIFY SIMILAR ORGANIZATIONAL DOCUMENTS] of the
Designated Subsidiary and all amendments thereto through the date hereof (the
"Charter").

     

    (f)           The
[by-laws] [SPECIFY SIMILAR CONSTITUENT DOCUMENTS] of the Designated Subsidiary
and all amendments thereto through the date hereof (the "By-laws").

     

    (g)           A
certificate of the [Secretary of State][SPECIFY SIMILAR GOVERNMENTAL AUTHORITY,
IF APPLICABLE] of _______________, (the "Jurisdiction")
dated _______________, ___ attesting to the continued [corporate] existence and,
to the extent such concept applies in the Jurisdiction, good standing of the
Designated Subsidiary in such Jurisdiction.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    We have
also examined the originals, or copies certified to our satisfaction, of the
documents listed in a certificate of the chief financial officer of the
Designated Subsidiary, dated the date hereof (the "Opinion
Certificate"), certifying that the documents listed in such certificate
are all of the indentures, loan or credit agreements, leases, guarantees,
mortgages, security agreements, bonds, notes and other agreements and
instruments, and all of the orders, writs, judgments, awards, injunctions and
decrees, that affect or purport to affect the Designated Subsidiary's right to
borrow money or the Designated Subsidiary's obligations under the Designation
Letter executed by the Designated Subsidiary, the Credit Agreement or any of the
Notes.  In addition, we have examined the originals, or copies
certified to our satisfaction, of such other corporate records of the Designated
Subsidiary, certificates of public officials and of officers of the Designated
Subsidiary, and agreements, instruments and other documents, as we have deemed
necessary as a basis for the opinions expressed below.  As to
questions of fact material to such opinions, we have, when relevant facts were
not independently established by us, relied upon certificates of the Designated
Subsidiary or its officers or of public officials.

     

    In
rendering the opinions set forth below, we have assumed that all documents
submitted to us as certified or photostatic copies conform to the original
documents, all signatures on all documents submitted to us for examination
(other than that of the Designated Subsidiary on its Designation Letter and each
of the Notes executed by it) are genuine, and all public records reviewed by us
or on our behalf are accurate and complete.

     

    Based
upon the foregoing and upon such investigation as we have deemed necessary, we
are of the opinion that:

     

    (a)           The
Designated Subsidiary (i) is [a corporation] duly organized[,] [and] validly
existing [and in good standing] under the laws of the Jurisdiction and (ii) has
all requisite [corporate] power and authority to own or lease and operate its
properties and to carry on its businesses as now conducted and as proposed to be
conducted.

     

    (b)           The
execution, delivery and performance by the Designated Subsidiary of its
Designation Letter and the Notes issued by it, its performance of the Credit
Agreement, and the consummation of the transactions contemplated thereby, are
within the Designated Subsidiary's [corporate] powers, have been duly authorized
by all necessary [corporate] action, and do not contravene the Charter or the
By-laws.

     

    (c)           The
execution, delivery and performance by the Designated Subsidiary of its
Designation Letter, and by each of the Borrowers of the Credit Agreement and the
Notes, and the consummation of the transactions contemplated thereby, do not (i)
violate any law, statute, rule or regulation or (ii) conflict with or result in
a breach of, or constitute a default under, or result in or require the creation
or imposition of any Lien upon any property or assets of any Borrower or any of
its Subsidiaries under, any indenture, loan or credit agreement, lease,
guarantee, mortgage, security agreement, bond, note or other agreement or
instrument, or any order, writ, judgment, award, injunction or decree, listed in
the Opinion Certificate.

     

    (d)           No
authorization, approval or other action by, and no notice to or filing with, any
Governmental Authority of the Jurisdiction or any other third party that is a
party to any agreement or document listed in the Opinion Certificate or, to our
knowledge, any other third party is required for the due execution, delivery or
performance by the Designated Subsidiary of its Designation Letter, or by any of
the Borrowers of the Credit Agreement or any of the Notes, or for the
consummation of any of the transactions contemplated thereby, other than the
authorizations, approvals, actions, notices and filings that have been obtained
or made and are not 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    subject
to review on appeal or, to our knowledge, to collateral attack and are in full
force and effect.

     

    (e)           The
Designation Letter and each of the Notes issued by the Designated Subsidiary on
the date hereof have been duly executed and delivered by the Designated
Subsidiary.

     

    (f)           The
choice of New York law to govern the Designation Letter of the Designated
Subsidiary, the Credit Agreement and each of the Notes is a valid and effective
choice of law under the laws of the Jurisdiction, and under the Jurisdiction's
principles of conflicts of laws, a court of the Jurisdiction will apply New York
law in an action or proceeding arising out of such Designation Letter, the
Credit Agreement or any such Note to the extent that the parties thereto have
agreed to its application therein, except to the extent that the Jurisdiction's
procedural or remedial law shall apply.  Without limiting the
generality of the foregoing, a court of the Jurisdiction will apply the usury
law of the State of New York to the Credit Agreement and each of the
Notes.

     

    (g)           Neither
the Administrative Agent nor any Lender is required to qualify to do business in
the Jurisdiction or to comply with the requirements of any foreign lender
statute in order to perform under the Credit Agreement or any of the Notes or to
carry out any of the other transactions contemplated thereby or to avail
themselves of the rights and remedies provided thereby, nor will the
Administrative Agent or any Lender be subject to taxation in the Jurisdiction,
in each case solely as the result of the performance of the Credit Agreement or
any of the Notes.

     

    (h)           No
stamp, registration or other similar taxes, fees or charges are or will be
required to be paid in the Jurisdiction in connection with the execution,
delivery, performance or enforcement of the Credit Agreement or any of the
Notes.

     

    We
express no opinion as to the laws of any jurisdiction other than the laws of the
Jurisdiction.

     

    Very
truly yours,

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      


      EXHIBIT
F

    

    FORM
OF DESIGNATION LETTER

     

                       [Date]

     

    To each
of the Lenders party to the

    Credit
Agreement referred to below,

    and to
Citibank, N.A., as Administrative

    Agent for
such Lenders

     

    Ladies
and Gentlemen:

     

    Reference
is made to the Five-Year Credit Agreement dated as of __________, 2007 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein
defined) among The Black & Decker Corporation, Black & Decker Luxembourg
Finance S.C.A., Black & Decker Luxembourg S.àR.L., the Lenders party
thereto, Citibank, N.A., as Administrative Agent for the Lenders thereunder,
JPMorgan Chase Bank, N.A., as Syndication Agent, and Bank of America, N.A., BNP
Paribas and Commerzbank AG, as co-syndication agents.

     

    Please be
advised that the Company hereby designates the undersigned Substantially Owned
Subsidiary, ____________, a _________ (the "Designated
Subsidiary"), as a "Designated Subsidiary" and a
"Borrower" under and
for all purposes of the Credit Agreement.

     

    The
Designated Subsidiary, in consideration of the agreement of each Lender to
extend credit to it from time to time under, and on the terms and conditions set
forth in, the Credit Agreement does hereby assume each of the obligations
imposed upon a Designated Subsidiary and a Borrower under the Credit Agreement
and agrees to be bound by all of the terms and conditions of the Credit
Agreement.  The Designated Subsidiary has, on the date hereof,
delivered to the Administrative Agent a properly completed and duly executed
Note, in substantially the form of Exhibit A to the Credit Agreement, payable to
the order of each Lender.

     

    In
furtherance of the foregoing, the Designated Subsidiary hereby represents and
warrants to the Administrative Agent and each of the Lenders as
follows:

     

    1.           The
Designated Subsidiary (a) is a Person duly organized, validly existing and, to
the extent such concept is applicable in the jurisdiction of organization of the
Designated Subsidiary, in good standing under the laws of ________, (b) is duly
qualified and, to the extent such concept is applicable in such jurisdiction, in
good standing as a foreign corporation (or the equivalent thereof) in each other
jurisdiction in which it owns or leases property or in which the conduct of its
businesses requires it to so qualify or be licensed, except where the failure to
so qualify or be licensed, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, and (c) has all
requisite power and authority to own or lease and operate its properties and to
carry on its businesses as now conducted and as proposed to be
conducted.

     

    2.           The
execution, delivery and performance by the Designated Subsidiary of this
Designation Letter, the Credit Agreement and the Notes issued by the Designated
Subsidiary and the consummation of the transactions contemplated hereby and
thereby, are within the Designated Subsidiary's powers, have been duly
authorized by all necessary action (including, without limitation, all necessary
stockholders' action), and do not contravene (a) the Designated Subsidiary's
charter or by-laws (or similar organizational documents), (b) any law,
statute, rule or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    regulation
or any order, writ, judgment, injunction, decree, determination or award or (c)
any contract, loan agreement, indenture, mortgage, deed of trust, lease or other
instrument binding on or

    affecting
the Designated Subsidiary, any of its Subsidiaries or any of their respective
properties or assets.

     

    3.           No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or any other third party is required for the due
execution, delivery and performance by the Designated Subsidiary of this
Designation Letter, the Credit Agreement or any of the Notes issued by the
Designated Subsidiary, or for the consummation of the transactions contemplated
hereby and thereby, except as have been obtained or made and are in full force
and effect.

     

    4.           This
Designation Letter has been, and each of the Notes issued by the Designated
Subsidiary when delivered under the Credit Agreement will have been, duly
executed and delivered by the Designated Subsidiary.  Each of this
Designation Letter and the Credit Agreement is, and each of the Notes issued by
the Designated Subsidiary when delivered under the Credit Agreement will be, the
legal, valid and binding obligation of the Designated Subsidiary, enforceable
against the Designated Subsidiary in accordance with their respective terms,
except to the extent that the enforceability thereof may be limited by the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect relating to or affecting creditors'
rights generally or by general principles of equity.

    


    5.           There
is no action, suit, investigation, litigation or proceeding (including, without
limitation, any Environmental Action), against or in any way affecting the
Designated Subsidiary or any of its Subsidiaries or any of their respective
properties or businesses pending or, to the best knowledge of the Designated
Subsidiary, threatened before any court, Governmental Authority or arbitrator
that (i) either individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect or (ii) purports to adversely affect the
legality, validity or enforceability of this Designation Letter, the Credit
Agreement or any of the Notes issued by the Designated Subsidiary, or the
consummation of the transactions contemplated hereby and thereby.

     

    6.           The
Designated Subsidiary is not engaged in the business of extending credit for the
purpose of purchasing or carrying "margin stock" (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System), and
no proceeds of any Advance to the Designated Subsidiary will be used to purchase
or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying margin stock

     

    7.           The
Designated Subsidiary is not an "investment company", or an "affiliated person"
of, or "promoter" or "principal underwriter" for, an "investment company" (each
as defined in the Investment Company Act of 1940, as
amended).  Neither the making of any Advances to the Designated
Subsidiary nor the application of the proceeds or the repayment thereof by the
Designated Subsidiary, nor the consummation of the other transactions
contemplated hereby or by the Credit Agreement, will violate any provision of
such Act or any rule, regulation or order of the Securities and Exchange
Commission thereunder.

     

    
      Each
Designated Subsidiary hereby irrevocably appoints the Company as its authorized
agent to receive and deliver notices in accordance with Section 9.02(c) of the
Credit Agreement, and hereby irrevocably agrees that (A) in the case of any
notices delivered to the Company, on behalf of the Designated Subsidiary, in
accordance with Section 9.02(c)(i) of the Credit Agreement, the failure of the
Company to give any notice referred to therein to the Designated Subsidiary
shall not impair or affect the validity of such notice with respect thereto and
(B) in the case of Notice of Borrowing or notice of

       

    

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        Conversion
delivered pursuant to Section 2.09 of the Credit Agreement by the Company, on
behalf of the Designated Subsidiary, in accordance with Section 9.02(c)(ii) of
the Credit Agreement, the delivery of any such notice by the Company, on behalf
of the Designated Subsidiary, shall be binding on the Designated Subsidiary to
the same extent as if such notice had been executed and delivered directly by
the Designated Subsidiary.

         

      

    

    The
Designated Subsidiary hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York state
court or federal court of the United States of America sitting in New York
City, New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Designation Letter, the Credit
Agreement or any of the Notes issued by the Designated Subsidiary or for
recognition or enforcement of any judgment, and hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or,
to the extent permitted by applicable law, in such federal court.  The
Designated Subsidiary hereby further irrevocably consents to the service of
process in any action or proceeding in such courts by the mailing thereof by any
Lender or the Administrative Agent by registered or certified mail, postage
prepaid, to it at its address specified below its name on the signature page
hereto.  The Designated Subsidiary hereby further agrees that service
of process in any such action or proceeding brought in any such New York State
court or in any such federal court may be made upon the Company at the address
referred to in Section 9.02 of the Credit Agreement, and the Designated
Subsidiary hereby irrevocably appoints the Company as its authorized agent to
accept such service of process, and agrees that the failure of the Company to
give any notice of any such service to it shall not impair or affect the
validity of such service or of any judgment rendered in any action or proceeding
based thereon.  The Designated Subsidiary agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
applicable law.  Nothing in this Designation Letter, the Credit
Agreement or any of the Notes issued by the Designated Subsidiary shall affect
any right that any party may otherwise have to serve legal process in any other
manner permitted by applicable law or to bring any action or proceeding relating
to this Designation Letter, the Credit Agreement or any such Note in the courts
of any jurisdiction.

     

    The
Designated Subsidiary irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any action or proceeding arising out of
or relating to this Designation Letter, the Credit Agreement or any of the Notes
issued by it in any New York state or federal court.  The
Designated Subsidiary hereby irrevocably waives, to the fullest extent permitted
by applicable law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

     

    To the
extent that the Designated Subsidiary has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, the Designated
Subsidiary hereby irrevocably waives such immunity in respect of its obligations
under this Designation Letter, the Credit Agreement or any of the Notes issued
by it.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    The
Designated Subsidiary hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Designation Letter, the Credit
Agreement or any of the Notes issued by it or the actions of the Administrative
Agent or any Lender in the negotiation, administration, performance or
enforcement thereof.

     

    Very
truly yours,

     

    THE BLACK
& DECKER CORPORATION

     

    


    By _____________________________                                                               

    Name:

    Title:

     

    [THE
DESIGNATED SUBSIDIARY]

     

    By _____________________________                                                               

    Name:

    Title:

     

    Address:

     

    Acknowledged
and Agreed to

    as of the
date first above written:

     

    CITIBANK,
N.A., as Administrative Agent

     

    By ______________________________                                                     

     

    Name:

    Title:

     

    
      
        
        

      

      
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    EXHIBIT
G

    FORM
OF ACCEPTANCE OF PROCESS AGENT

     

    [LETTERHEAD
OF THE COMPANY]

     

                          [Date]

     

    To each
of the Lenders party to the

    Credit
Agreement referred to below,

    and to
Citibank, N.A., as Administrative

    Agent for
such Lenders

     

    [Name
of Designated Subsidiary]

     

    Ladies
and Gentlemen:

     

    Reference
is made to (a) the Five-Year Credit Agreement dated as of __________, 2007 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein
defined) among The Black & Decker Corporation (the "Company"),
among Black & Decker Luxembourg Finance S.C.A., Black & Decker
Luxembourg S.àR.L., the Lenders party thereto, Citibank, N.A., as Administrative
Agent for the Lenders thereunder, JPMorgan Chase Bank, N.A., as Syndication
Agent, and Bank of America, N.A., BNP Paribas and Commerzbank AG, as
co-syndication agents, and (b) the Designation Letter dated _________,
pursuant to which __________, a ___________ (the "Designated
Subsidiary"), has become a "Designated Subsidiary" and a
"Borrower" under and
for all purposes of the Credit Agreement.

     

    Pursuant
to Section 9.12 of the Credit Agreement and to its Designation Letter, the
Designated Subsidiary has appointed the Company (with an office on the date
hereof at 701 East Joppa Road, Towson,  Maryland 21286, Attention:
____________) as its process agent (the "Process
Agent") to receive on behalf of the Designated Subsidiary and its
property service of copies of any summons and complaint and any other process
that may be served in any action or proceeding in any New York state court or
any federal court sitting in New York City, New York, and any appellate court
from any thereof, arising out of or relating to its Designation Letter, the
Credit Agreement or any of the Notes issued by it.

     

    The
undersigned hereby accepts such appointment as the Process Agent and agrees with
each of you that (a) the Company will maintain an office in Towson,
Maryland, through the Termination Date and will give the Administrative Agent
prompt notice of any change of its address, (b) the Company will perform
its duties as the Process Agent to receive on behalf of the Designated
Subsidiary and its property service of copies of any summons and complaint and
any other process that may be served in any action or proceeding in any New York
state court or any federal court sitting in New York City, New York, and any
appellate court from any thereof, arising out of or relating to the Designation
Letter of the Designated Subsidiary, the Credit Agreement or any of the Notes
issued by the Designated Subsidiary and (c) the undersigned will forward
forthwith to the Designated Subsidiary at its address at ________________ or, if
different, its then current address, copies of any summons, complaint and other
process that the undersigned receives in connection with its appointment as the
Process Agent therefor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
acceptance and agreement shall be binding upon the Company and all of its
successors and assigns.

     

    Very
truly yours,

     

    THE BLACK
& DECKER CORPORATION

     

    By ______________________________                                                               

    Name:

    Title:

     

    


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