Exhibit
10.16


EXECUTION
COPY


FIRST
AMENDMENT TO CREDIT AGREEMENT


FIRST AMENDMENT,
dated as of January 15, 2007 (this “Amendment”),
to that certain Credit Agreement, dated as of December 16, 2005 (the “Credit Agreement”), by and among Hospira,
Inc., a Delaware corporation (the “Borrower”),
the banks and financial institutions listed on the signature pages hereof
(collectively, the “Lenders”),
Citigroup Global Markets Inc., ABN AMRO Incorporated and Morgan Stanley Senior
Funding, Inc. (“MSSF”), as joint
lead bookrunners and joint lead arrangers, ABN AMRO Bank N.V. and MSSF, as
joint syndication agents, Bank of America, N.A. and Wachovia Bank, National
Association, as co-documentation agents, and Citicorp North America, Inc., as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”).


PRELIMINARY
STATEMENTS


WHEREAS,
the Borrower has requested that the Requisite Lenders agree to amend the Credit
Agreement as set forth below; and


WHEREAS,
subject to the terms and conditions of this Amendment, the Requisite Lenders
have agreed to amend the Credit Agreement as set forth below.


NOW,
THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged) the parties hereby
agree as follows:


SECTION 1.                                Defined
Terms.  Except as otherwise defined
in this Amendment, terms defined in the Credit Agreement are used herein as
used therein.


SECTION 2.                            Amendments to Credit
Agreement.  Effective as of the date
hereof, subject to the satisfaction of the conditions precedent set forth in Section
3 of this Amendment, the Credit Agreement is hereby amended in its entirety
as set forth in Exhibit A hereto.


SECTION 3.                                Conditions
Precedent to Effectiveness of this Amendment.  This Amendment shall be effective on the date
on which all of the following conditions precedent have been satisfied or
waived:


(a)                                  The Administrative Agent shall have received
a counterpart of this Amendment, executed and delivered by a duly authorized
officer of each of (i) the Borrower and (ii) the Requisite Lenders;


(b)                                 The Borrower shall have paid all fees and
expenses of the Administrative Agent, including the reasonable fees and
expenses of counsel to the Administrative Agent; and













(c)                                  After giving effect to the Amendment, no
Potential Event of Default or Event of Default shall have occurred and be
continuing.


SECTION 4.                                Representations
and Warranties.


(a)                                The
representations and warranties made by the Borrower in or pursuant to the Loan
Documents are true, correct and complete in all material respects on and as of
the date hereof as if made as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, in which case
such representations and warranties were true, correct and complete in all
material respects as of such earlier date; provided that each reference
to the Credit Agreement therein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Amendment.


(b)                                 After
giving effect to this Amendment, no Potential Event of Default or Event of
Default shall have occurred and be continuing.


SECTION 5.                                Effect
on the Loan Documents.


(a)                                Except
as specifically amended above, the Credit Agreement and all other Loan
Documents shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed.


(b)                                 The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of any Lender or the Administrative Agent
under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.


SECTION 6.                                Expenses.  The Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the transaction contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.


SECTION 7.                                No
Waiver, Cumulative Remedies.  No
failure or delay or course of dealing on the part of the Lenders or the
Administrative Agent in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.  The rights, powers and remedies herein
expressly provided are cumulative and not exclusive of any rights, powers or
remedies which the Lenders or the Administrative Agent would otherwise
have.  No notice to or demand on the
Borrower in any case shall entitle the Borrower to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the
rights of the Lenders to any other or further action in any circumstances
without notice or demand.


SECTION 8.                                Severability.  In case any provision in or obligation under
this Amendment shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.



 2
 









SECTION 9.                                Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


SECTION 10.                       Execution
in Counterparts; Effectiveness of Facsimile.  This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  Delivery to the
Administrative Agent of an executed counterpart hereof (or a signature page
hereto) by facsimile shall be effective as delivery of an original executed
counterpart hereof.


[Signature Pages Follow]



 3















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


	
   

  	
  HOSPIRA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lori O. Carlson

  	
   

  
	
   

  	
  Name: Lori O. Carlson

  
	
   

  	
  Title: Corporate Vice President
  and Treasurer

  



 













 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  
	
   

  	
  as Lender and Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kevin A. Ege

  	
   

  
	
   

  	
  Name: Kevin A. Ege

  
	
   

  	
  Title: Vice President

  



 













 


	
  

  	
  ABN AMRO BANK N.V., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Pierpont

  	
   

  
	
   

  	
  Name: James W. Pierpont

  
	
   

  	
  Title: Corporate Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dianne D. Barkley

  	
   

  
	
   

  	
  Name: Dianne D. Barkley

  
	
   

  	
  Title: Managing Director

  



 













 


	
  

  	
  MORGAN STANLEY SENIOR FUNDING, 

  INC., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth Hendricks

  	
   

  
	
   

  	
  Name: Elizabeth Hendricks

  
	
   

  	
  Title: Vice President

  



 













 


	
  

  	
  BANK OF AMERICA, N.A., as
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin R. Wagley

  	
   

  
	
   

  	
  Name: Kevin R. Wagley

  
	
   

  	
  Title: Senior Vice President

  



 













 


	
  

  	
  WACHOVIA BANK, NATIONAL 

  ASSOCIATION, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James S. Conville

  	
   

  
	
   

  	
  Name: James S. Conville

  
	
   

  	
  Title: Assistant Vice President

  



 













 


	
  

  	
  BANK OF MONTREAL, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph W. Linder

  	
   

  
	
   

  	
  Name: Joseph W. Linder

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
  

  	
  BANK OF MONTREAL IRELAND PLC, as
  

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neil Ward

  	
   

  
	
   

  	
  Name: Neil Ward

  
	
   

  	
  Title: General Manager

  
					



 













 


	
  

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ, 

  LTD., CHICAGO BRANCH (F/K/A THE 

  BANK OF TOKYO—MITSUBISHI LTD., 

  CHICAGO BRANCH), as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tsuguyuki Umene

  	
   

  
	
   

  	
  Name: Tsuguyuki Umene

  
	
   

  	
  Title: Deputy General Manager

  



 













 


	
  

  	
  BNP PARIBAS, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
  

  	
  SUNTRUST BANK., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory M. Ratliff

  	
   

  
	
   

  	
  Name: Gregory M. Ratliff

  
	
   

  	
  Title: Vice President

  



 













 


	
  

  	
  THE NORTHERN TRUST COMPANY, as
  

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Courtney L. O’Connor

  	
   

  
	
   

  	
  Name: Courtney L. O’Connor

  
	
   

  	
  Title: 2nd Vice President

  



 













EXHIBIT
A


















ANNEX A




 





$375,000,000

CREDIT AGREEMENT AND GUARANTY


dated as of December 16, 2005


as amended as of January 15, 2007


among


HOSPIRA, INC.,

as the Borrower and the Guarantor,


THE SUBSIDIARY BORROWERS

FROM TIME TO TIME PARTY HERETO,


THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN,

as Lenders,


CITIGROUP GLOBAL MARKETS INC.,

ABN AMRO INCORPORATED

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Bookrunners and Joint Lead Arrangers,


ABN AMRO BANK N.V.

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Syndication Agents,


and


BANK OF AMERICA, N.A.

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents


CITICORP NORTH
AMERICA, INC.,

as Administrative Agent




 





















CREDIT AGREEMENT


 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1. DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Certain Defined Terms

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Accounting Terms; Utilization of GAAP for Purposes
  of Calculations Under Agreement

  	
   

  	
  23

  
	
  1.3

  	
   

  	
  Other Definitional Provisions and Rules of
  Construction

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND
  LOANS

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Commitment; Making of Loans; Letters of Credit

  	
   

  	
  24

  
	
  2.2

  	
   

  	
  Issuance of Letters of Credit and Purchase of
  Participations Therein

  	
   

  	
  25

  
	
  2.3

  	
   

  	
  Pro Rata Shares; Availability of Funds; UCP

  	
   

  	
  29

  
	
  2.4

  	
   

  	
  The Register; Evidence of Debt; Notes

  	
   

  	
  30

  
	
  2.5

  	
   

  	
  Interest on the Loans

  	
   

  	
  31

  
	
  2.6

  	
   

  	
  Fees

  	
   

  	
  35

  
	
  2.7

  	
   

  	
  Provisions Regarding Payments

  	
   

  	
  36

  
	
  2.8

  	
   

  	
  Increased Costs; Taxes

  	
   

  	
  38

  
	
  2.9

  	
   

  	
  Special Provisions Governing LIBOR Rate Loans

  	
   

  	
  43

  
	
  2.10

  	
   

  	
  Matters Relating to Currency Exchange Rates and
  Conversion of Amounts to Alternative Currencies

  	
   

  	
  44

  
	
  2.11

  	
   

  	
  Defaulting Lenders

  	
   

  	
  45

  
	
  2.12

  	
   

  	
  Removal or Replacement of a Lender

  	
   

  	
  46

  
	
  2.13

  	
   

  	
  Mitigation

  	
   

  	
  46

  
	
  2.14

  	
   

  	
  Increase in the Aggregate Commitments

  	
   

  	
  47

  
	
  2.15

  	
   

  	
  Extension of Maturity Date

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3. CONDITIONS PRECEDENT

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Conditions to Effectiveness

  	
   

  	
  50

  
	
  3.2

  	
   

  	
  Conditions Precedent to each Credit Extension

  	
   

  	
  52

  
	
  3.3

  	
   

  	
  Conditions Precedent to each Commitment Increase and
  Extension Date

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4. REPRESENTATIONS AND WARRANTIES

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Organization, Powers, Qualification, Good Standing,
  Business and Subsidiaries

  	
   

  	
  53

  
	
  4.2

  	
   

  	
  Authorization of Borrowing, etc.

  	
   

  	
  54

  
	
  4.3

  	
   

  	
  Disclosure

  	
   

  	
  54

  
	
  4.4

  	
   

  	
  Financial Condition

  	
   

  	
  55

  
	
  4.5

  	
   

  	
  No Material Adverse Change

  	
   

  	
  55

  
	
  4.6

  	
   

  	
  Intellectual Property Matters

  	
   

  	
  55

  
	
  4.7

  	
   

  	
  No Litigation; Compliance with Laws

  	
   

  	
  56

  
	
  4.8

  	
   

  	
  No Default

  	
   

  	
  56

  
							



 



 i
 









 


	
  4.9

  	
   

  	
  Governmental Regulation

  	
   

  	
  56

  
	
  4.10

  	
   

  	
  Securities Activities

  	
   

  	
  56

  
	
  4.11

  	
   

  	
  Employee Benefit Plans

  	
   

  	
  57

  
	
  4.12

  	
   

  	
  Environmental Protection

  	
   

  	
  57

  
	
  4.13

  	
   

  	
  Pari Passu

  	
   

  	
  58

  
	
  4.14

  	
   

  	
  Restrictions

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5. AFFIRMATIVE COVENANTS

  	
   

  	
  58

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Financial Statements and Other Reports

  	
   

  	
  58

  
	
  5.2

  	
   

  	
  Books and Records

  	
   

  	
  61

  
	
  5.3

  	
   

  	
  Existence

  	
   

  	
  61

  
	
  5.4

  	
   

  	
  Insurance

  	
   

  	
  61

  
	
  5.5

  	
   

  	
  Payment of Taxes and Claims

  	
   

  	
  61

  
	
  5.6

  	
   

  	
  Payment and Performance of Obligations

  	
   

  	
  62

  
	
  5.7

  	
   

  	
  Maintenance of Properties

  	
   

  	
  62

  
	
  5.8

  	
   

  	
  Compliance with Laws

  	
   

  	
  62

  
	
  5.9

  	
   

  	
  Use of Proceeds

  	
   

  	
  62

  
	
  5.10

  	
   

  	
  Claims Pari Passu

  	
   

  	
  62

  
	
  5.11

  	
   

  	
  Further Assurances

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6. NEGATIVE COVENANTS

  	
   

  	
  63

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Liens

  	
   

  	
  63

  
	
  6.2

  	
   

  	
  Indebtedness

  	
   

  	
  65

  
	
  6.3

  	
   

  	
  Acquisitions

  	
   

  	
  66

  
	
  6.4

  	
   

  	
  Restrictions on Subsidiary Distributions

  	
   

  	
  66

  
	
  6.5

  	
   

  	
  Restricted Payments

  	
   

  	
  67

  
	
  6.6

  	
   

  	
  Restriction on Fundamental Changes and Asset Sales

  	
   

  	
  67

  
	
  6.7

  	
   

  	
  Conduct of Business

  	
   

  	
  67

  
	
  6.8

  	
   

  	
  Fiscal Year

  	
   

  	
  67

  
	
  6.9

  	
   

  	
  Subordinated Indebtedness

  	
   

  	
  68

  
	
  6.10

  	
   

  	
  Transactions with Shareholders and Affiliates

  	
   

  	
  68

  
	
  6.11

  	
   

  	
  Financial Covenants

  	
   

  	
  68

  
	
  6.12

  	
   

  	
  Interest Rate Agreements and Currency Agreements

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7. GUARANTY

  	
   

  	
  69

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Guaranty of the Obligations

  	
   

  	
  69

  
	
  7.2

  	
   

  	
  Payment by the Borrower

  	
   

  	
  70

  
	
  7.3

  	
   

  	
  Liability of Guarantor Absolute

  	
   

  	
  70

  
	
  7.4

  	
   

  	
  Waivers by Guarantor

  	
   

  	
  72

  
	
  7.5

  	
   

  	
  Guarantor’s Rights of Subrogation, Contribution, etc.

  	
   

  	
  73

  
	
  7.6

  	
   

  	
  Subordination of Other Obligations

  	
   

  	
  73

  
	
  7.7

  	
   

  	
  Continuing Guaranty

  	
   

  	
  73

  
	
  7.8

  	
   

  	
  Authority of Credit Parties

  	
   

  	
  74

  
	
  7.9

  	
   

  	
  Financial Condition of Credit Parties

  	
   

  	
  74

  
							



 



 ii
 









 


	
  7.10

  	
   

  	
  Bankruptcy, etc.

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8. EVENTS OF DEFAULT

  	
   

  	
  75

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Failure to Make Payments When Due

  	
   

  	
  75

  
	
  8.2

  	
   

  	
  Default in Other Agreements

  	
   

  	
  75

  
	
  8.3

  	
   

  	
  Breach of Certain Covenants

  	
   

  	
  75

  
	
  8.4

  	
   

  	
  Breach of Representation or Warranty

  	
   

  	
  76

  
	
  8.5

  	
   

  	
  Other Defaults Under Loan Documents

  	
   

  	
  76

  
	
  8.6

  	
   

  	
  Involuntary Bankruptcy; Appointment of Receiver, etc.

  	
   

  	
  76

  
	
  8.7

  	
   

  	
  Voluntary Bankruptcy; Appointment of Receiver, etc.

  	
   

  	
  76

  
	
  8.8

  	
   

  	
  Judgments and Attachments

  	
   

  	
  77

  
	
  8.9

  	
   

  	
  Dissolution

  	
   

  	
  77

  
	
  8.10

  	
   

  	
  Employee Benefit Plans

  	
   

  	
  77

  
	
  8.11

  	
   

  	
  Change in Control

  	
   

  	
  77

  
	
  8.12

  	
   

  	
  Repudiation of Obligations

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9. MISCELLANEOUS

  	
   

  	
  78

  
	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Assignments and Participations in Loans and Letters
  of Credit

  	
   

  	
  78

  
	
  9.2

  	
   

  	
  Expenses

  	
   

  	
  80

  
	
  9.3

  	
   

  	
  Indemnity

  	
   

  	
  81

  
	
  9.4

  	
   

  	
  Exception for Subsidiary Borrowers

  	
   

  	
  82

  
	
  9.5

  	
   

  	
  Set-Off

  	
   

  	
  82

  
	
  9.6

  	
   

  	
  Amendments and Waivers

  	
   

  	
  82

  
	
  9.7

  	
   

  	
  Independence of Covenants

  	
   

  	
  83

  
	
  9.8

  	
   

  	
  Notices

  	
   

  	
  83

  
	
  9.9

  	
   

  	
  Survival of Representations, Warranties and
  Agreements

  	
   

  	
  85

  
	
  9.10

  	
   

  	
  Failure or Indulgence Not Waiver; Remedies
  Cumulative

  	
   

  	
  85

  
	
  9.11

  	
   

  	
  Marshalling; Payments Set Aside

  	
   

  	
  85

  
	
  9.12

  	
   

  	
  Severability

  	
   

  	
  86

  
	
  9.13

  	
   

  	
  Headings

  	
   

  	
  86

  
	
  9.14

  	
   

  	
  Applicable Law

  	
   

  	
  86

  
	
  9.15

  	
   

  	
  Successors and Assigns

  	
   

  	
  86

  
	
  9.16

  	
   

  	
  Consent to Jurisdiction and Service of Process

  	
   

  	
  86

  
	
  9.17

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  87

  
	
  9.18

  	
   

  	
  Confidentiality

  	
   

  	
  88

  
	
  9.19

  	
   

  	
  Ratable Sharing

  	
   

  	
  88

  
	
  9.20

  	
   

  	
  Counterparts; Effectiveness

  	
   

  	
  89

  
	
  9.21

  	
   

  	
  Obligations Several; Independent Nature of Lenders’
  Rights

  	
   

  	
  89

  
	
  9.22

  	
   

  	
  Usury Savings Clause

  	
   

  	
  90

  
	
  9.23

  	
   

  	
  Judgment Currency

  	
   

  	
  90

  
	
  9.24

  	
   

  	
  Termination of Existing Credit Agreement

  	
   

  	
  91

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10. AGENTS

  	
   

  	
  91

  
	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Appointment

  	
   

  	
  91

  
							



 



 iii
 









 


	
  10.2

  	
   

  	
  Powers and Duties; General Immunity

  	
   

  	
  91

  
	
  10.3

  	
   

  	
  Representations and Warranties; No Responsibility
  For Appraisal of Creditworthiness

  	
   

  	
  93

  
	
  10.4

  	
   

  	
  Right to Indemnity

  	
   

  	
  93

  
	
  10.5

  	
   

  	
  Successor Administrative Agent

  	
   

  	
  94

  
	
  10.6

  	
   

  	
  Agents Under Guaranty

  	
   

  	
  94

  
	
  10.7

  	
   

  	
  Acknowledgment of Potential Related Transactions

  	
   

  	
  94

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11. SUBSIDIARY BORROWERS

  	
   

  	
  95

  
	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Joinder of Subsidiary Borrowers

  	
   

  	
  95

  
	
  11.2

  	
   

  	
  Termination of Status as Subsidiary Borrower

  	
   

  	
  96

  
							



 



 iv
 









EXHIBITS


	
  I

  	
   

  	
  FORM OF NOTICE OF BORROWING

  
	
  II

  	
   

  	
  FORM OF CONVERSION/CONTINUATION NOTICE

  
	
  III

  	
   

  	
  FORM OF NOTE

  
	
  IV

  	
   

  	
  FORM OF CERTIFICATE RE NON-BANK STATUS

  
	
  V

  	
   

  	
  FORM OF ASSIGNMENT AGREEMENT

  
	
  VI

  	
   

  	
  FORM OF ISSUANCE NOTICE

  
	
  VII

  	
   

  	
  FORM OF SECRETARY’S CERTIFICATE

  
	
  VIII

  	
   

  	
  FORM OF OFFICER’S CERTIFICATE

  
	
  IX

  	
   

  	
  FORM OF JOINDER AGREEMENT

  



 



 v
 









SCHEDULES


	
  2.1A

  	
   

  	
  LENDERS’ COMMITMENTS AND PRO RATA SHARES

  
	
  6.1

  	
   

  	
  LIENS

  
	
  6.2

  	
   

  	
  SUBSIDIARY INDEBTEDNESS

  
	
  6.10

  	
   

  	
  TRANSACTIONS WITH AFFILIATES

  



 



 vi















CREDIT AGREEMENT AND GUARANTY


This
CREDIT AGREEMENT AND GUARANTY is dated as of December 16, 2005 and entered into
by and among Hospira, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Borrowers from
time to time party hereto, the banks and financial institutions listed on the
signature pages hereof (collectively, the “Initial
Lenders”), Citigroup Global Markets, Inc. (“CGMI”), ABN AMRO Incorporated (“ABN AMRO”) and Morgan Stanley Senior
Funding, Inc. (“MSSF”) as joint
lead bookrunners and joint lead arrangers (in such capacity, the “Lead Arrangers”), ABN AMRO Bank N.V. (“ABN AMRO Bank”) and MSSF as joint
syndication agents (in such capacity, the “Syndication
Agents”), BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL
ASSOCIATION, as co-documentation agents (in such capacity, the “Documentation Agents”) and Citicorp North
America, Inc. as administrative agent for the Lenders (“Citicorp” and in such capacity, the “Administrative Agent”).


PRELIMINARY STATEMENTS


The
Credit Parties have requested, and the Lenders have agreed to extend, revolving
loans and letters of credit in the amount and on the terms and conditions set
forth herein.


NOW, THEREFORE, in consideration of the
mutual agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency which are hereby acknowledged, the Credit Parties,
the Lenders, the Lead Arrangers, the Syndication Agents and the Administrative
Agent agree as follows:


SECTION 1.     DEFINITIONS


1.1                               Certain
Defined Terms.


The
following terms used in this Agreement shall have the following meanings:


“ABN AMRO” shall have the meaning ascribed
to such term in the introduction to this Agreement.


“ABN AMRO Bank” shall have the meaning
ascribed to such term in the introduction to this Agreement.


“Acquisition” means the purchase or other
acquisition (by merger or otherwise) by a Person of all of substantially all of
the assets of, or all of the Capital Stock of, or a business line or unit or a
division of, any other Person.


“Administrative Agent” shall have the
meaning ascribed to such term in the introduction to this Agreement.


“Affected Lender” shall have the meaning
ascribed to such term in Section 2.9B.


“Affiliate” means, as applied to any Person,
any other Person directly or indirectly controlling, controlled by, or under
common control with, that Person.  For
the purposes of this definition, “control” (including, with correlative
meanings, the terms 













“controlling”,
“controlled by” and “under common control with”), as applied to any Person, means
the possession, directly or indirectly, of the power (i) to vote 10% or more of
the Securities having ordinary voting power for the election of directors of
such Person or (ii) to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.


“Agents” means the Administrative Agent, the
Syndication Agents and the Documentation Agents, collectively, and also means
and includes any successor Administrative Agent appointed pursuant to Section
10.5.


“Aggregate Amounts Due” shall have the
meaning ascribed to such term in Section 9.19.


“Agreement” means this Credit Agreement and
Guaranty as it may be amended, supplemented or otherwise modified from time to
time.


“Alternative Currency” means Euros, Canadian
dollars or any other currency that is acceptable to all Lenders.


“Alternative Currency Loan” means a LIBOR
Rate Loan made in an Alternative Currency pursuant to the applicable Notice of
Borrowing or a Canadian Prime Rate Loan.


“Alternative Currency Sublimit” means a
Dollar Amount not in excess of $100,000,000; provided that no individual
Subsidiary Borrower shall be permitted to borrow Loans in an aggregate Dollar
Amount exceeding $50,000,000.


“Applicable Currency” means, as to any
particular payment or Loan, the Currency in which it is denominated or payable.


“Applicable Law” means all applicable
provisions of constitutions, laws, statutes, ordinances, rules, treaties,
regulations, permits, licenses, approvals, interpretations and orders of courts
or Governmental Authorities and all orders and decrees of all courts and
arbitrators.


“Applicable Margin” means, as of any date, a
percentage per annum determined by reference to the applicable Performance
Level with respect to the Borrower in effect on such date, as set forth below:



 2
 









 


	
  Performance Level

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  
	
  Base Rate Applicable Margin

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0.25

  	
  %

  
	
  LIBOR Applicable Margin

  	
   

  	
  0.225

  	
  %

  	
  0.310

  	
  %

  	
  0.450

  	
  %

  	
  0.475

  	
  %

  	
  0.750

  	
  %

  
	
  Facility Fee

  	
   

  	
  0.075

  	
  %

  	
  0.090

  	
  %

  	
  0.100

  	
  %

  	
  0.150

  	
  %

  	
  0.250

  	
  %

  
	
  Utilization Fee

  	
   

  	
  0.050

  	
  %

  	
  0.050

  	
  %

  	
  0.075

  	
  %

  	
  0.125

  	
  %

  	
  0.250

  	
  %

  



 


For
purposes hereof, “Performance Level”
means, with respect to the Borrower, Performance Level I, Performance Level II,
Performance Level III, Performance Level IV or Performance Level V, as
identified by reference to the public debt rating of the Borrower, as the case
may be, in effect on such date as set forth below:


	
  Performance Level

  	
   

  	
  Public Debt Rating

  	
   

  
	
  Level I

  	
   

  	
   

  	
  Long
  Term Senior Unsecured Debt rated greater than or equal to A- by S&P or A3 by Moody’s

  	
   

  
	
  Level II

  	
   

  	
   

  	
  Long
  Term Senior Unsecured Debt rated greater than or equal to BBB+ by S&P or Baa1 by Moody’s

  	
   

  
	
  Level III

  	
   

  	
   

  	
  Long
  Term Senior Unsecured Debt rated greater than or equal to BBB by S&P or Baa2 by Moody’s

  	
   

  
	
  Level IV

  	
   

  	
   

  	
  Long
  Term Senior Unsecured Debt rated greater than or equal to BBB- by S&P or Baa3 by Moody’s

  	
   

  
	
  Level V

  	
   

  	
   

  	
  Long
  Term Senior Unsecured Debt rated less than BBB-
  by S&P or Baa3 by Moody’s,
  and at all other times (including if such ratings are not available from both
  S&P and Moody’s)

  	
   

  



 


For
purposes of this definition, the Performance Level shall be determined by the
applicable public debt rating for the Borrower as follows:  (i) the public debt ratings shall be
determined by the then-current rating announced by either S&P or Moody’s,
as the case may be, for any class of non-credit-enhanced long-term senior
unsecured debt issued by the Borrower; (ii) if only one of S&P and Moody’s
shall have in effect such a public debt rating, the Performance Level shall be
determined by reference to the applicable rating; (iii) if neither S&P nor
Moody’s shall have in effect such a public debt rating, the applicable
Performance Level will be Level V; (iv) if such public debt ratings established
by S&P and Moody’s shall fall within different levels, the public debt
rating will be determined by the higher of the two ratings, provided
that, in the event that the lower of such public debt ratings is more than one
level below the higher of such public debt ratings, the public debt rating will
be determined based upon the level that is one level above the lower of such
public debt ratings; (v) if any such public debt rating established by S&P
or Moody’s shall be changed, such change shall be effective as of the 



 3
 









date on which such
change is first announced publicly by the rating agency making such change; and
(vi) if S&P or Moody’s shall change the basis on which such public debt
ratings are established, each reference to the public debt rating announced by
S&P or Moody’s, as the case may be, shall refer to the then-equivalent
rating by S&P or Moody’s, as the case may be.


“Applicable Reserve Requirement” means, at
any time with respect to any Lender, for any LIBOR Rate Loan, the rate,
expressed as a decimal, at which reserves (including any basic marginal,
special, supplemental, emergency or other reserves) are required to be
maintained by such Lender against “Eurocurrency liabilities” (as such term is
defined in Regulation D) under regulations issued from time to time by the
Board of Governors of the Federal Reserve System or other applicable banking
regulator.  Without limiting the effect
of the foregoing, the Applicable Reserve Requirement shall reflect any other
reserves required to be maintained by the applicable Lender with respect to (i)
any category of liabilities which includes deposits by reference to which the
applicable LIBOR rate is to be determined, or (ii) any category of extensions
of credit or other assets which include LIBOR Rate Loans.  For purposes hereof, a LIBOR Rate Loan shall
be deemed to constitute Eurocurrency liabilities and as such shall be deemed
subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable
Lender.


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


“Asset Sale” means a sale, lease or
sub-lease (as lessor or sublessor), sale and leaseback transaction, assignment,
conveyance, transfer or other disposition to, or any exchange of property with,
any Person, in one transaction or a series of transactions, of all or any part
of any Credit Party’s or any of their Subsidiaries’ businesses, properties or
assets of any kind, whether real, personal, or mixed and whether tangible or
intangible, whether now owned or hereafter acquired, including the Capital Stock
of any Subsidiary of such Credit Party, other than such businesses, properties
or assets sold in the ordinary course of business and consistent with past
business practice of the Borrower and its Subsidiaries.


“Assignment Agreement” means an assignment
agreement, substantially in the form of Exhibit V hereto, satisfactory
in form and substance to the Administrative Agent.


“Assuming Lender” shall have the meaning
specified in Section 2.14B.


“Assumption Agreement” shall have the
meaning specified in Section 2.14B.


“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).


“Bahamian Subsidiary” means Hospira Ltd.


“Bankruptcy Code” means Title 11 of the
United States Code entitled “Bankruptcy”, as now and hereafter in effect, or
any successor statute.



 4
 









“Base Rate” means, for any day, a rate per
annum equal to the greater of (i) the Prime Rate in effect on such day and (ii)
the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%.  Any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.


“Base Rate Loan” means a Loan bearing
interest at a rate determined by reference to the Base Rate or, with regard to
a Loan denominated in Canadian Dollars, the Canadian Prime Rate.


“Beneficiary” means each Agent, the Issuing
Bank and Lender.


“Borrower” shall have the meaning ascribed
to such term in the introduction to this Agreement.


“Borrower Commercial Paper Debt” means
short-term Indebtedness incurred by the Borrower in the ordinary course of
business of the Borrower and pursuant to the Borrower’s commercial paper
program.


“Borrowing” means a borrowing consisting of
Loans of the same Type that (i) are made to the same Borrower, (ii) are made,
continued or converted on the same day and (iii) in the case of LIBOR Rate
Loans, have the same Interest Period.


“Business Day” means any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City, or,
with respect to the obligations of any Subsidiary Borrower, Toronto, Canada or
London, England, as applicable, are authorized or required by law to remain
closed, provided that (a) when used in connection with a LIBOR Rate
Loan, the term “Business Day” shall also exclude any day on which banks are not
open for dealings in Dollar deposits in the London interbank market, (b) when
used in connection with an Alternative Currency Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in deposits
in the applicable Alternative Currency in the London interbank market and (c)
when used in connection with any Loan denominated in Euros, the term “Business
Day” shall also exclude any day on which the TARGET payment system is not open
for the settlement of payment in Euro.


“Canadian Dollars” means the lawful money of
Canada.


“Canadian Prime Rate” means, on any day, the
annual rate of interest (rounded upwards, if necessary, to the next 1/100 of
1%) equal to the greater of:


(a)                                  the
annual rate of interest announced from time to time by Citibank, N.A. as its prime
rate in effect on such day for determining interest rates on Canadian Dollar
denominated commercial loans in Canada; and


(b)                                 the
annual rate of interest equal to the sum of (A) the CDOR Rate in effect on such
day and (B) 1%.



 5
 









“Canadian Subsidiary” means Hospira
Healthcare Corporation, a corporation organized under the Canada Business
Corporations Act.


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


“Capital Stock” means any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation), including partnership interests and membership
interests, and any and all warrants, rights or options to purchase or other
arrangements or rights to acquire any of the foregoing.


“Cash” means money, currency or a credit
balance in any demand or deposit account.


“Cash Equivalents” means, as at any date of
determination, (i) marketable securities (a) issued or directly and
unconditionally guaranteed as to interest and principal by the United States
government or (b) issued by any agency of the United States the obligations of
which are backed by the full faith and credit of the United States, in each
case maturing within one year after such date; (ii) marketable direct
obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof,
in each case maturing within one year after such date and having, at the time
of the acquisition thereof, a rating of at least A 1 from S&P or at least P
1 from Moody’s; (iii) commercial paper maturing no more than one year from the
date of creation thereof and having, at the time of the acquisition thereof, a
rating of at least A 1 from S&P or at least P 1 from Moody’s; (iv)
certificates of deposit or bankers’ acceptances maturing within one year after
such date and issued or accepted by any Lender or by any commercial bank
organized under the laws of the United States of America or any state thereof
or the District of Columbia that (a) is at least “adequately capitalized” (as
defined in the regulations of its primary Federal banking regulator) and (b)
has Tier 1 capital (as defined in such regulations) of not less than
$100,000,000; (v) shares of any money market mutual fund that (a) has substantially
all of its assets invested continuously in the types of investments referred to
in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000
and (c) has the highest rating obtainable from either S&P or Moody’s; and
(vi) in the case of any Credit Party or Subsidiary of a Credit Party doing
business outside the United States, any obligation that is substantially
similar or comparable to the obligations described above and that is customary
in the applicable jurisdiction in which such Subsidiary is doing business.


“CDOR Rate” means, on any date, the annual
rate of interest which is the average of the rates of Canadian Dollars bankers’
acceptances for a term of thirty (30) days which appear on the “Reuters Screen
CDOR Page” at approximately 10:00 a.m. (Toronto time), on such date, or if such
date is not a Business Day, then on the immediately preceding Business Day; provided,
that if such rate does not appear on the Reuters Screen CDOR Page as
contemplated, the CDOR Rate on any date shall be the annual rate of interest
quoted to Citibank, N.A. for such bankers’ acceptances for a term of thirty
(30) days.



 6
 









“Certificate re Non-Bank Status” means a
certificate substantially in the form of Exhibit IV annexed hereto
delivered by a Lender to the Administrative Agent pursuant to Section
2.8B(iii)(b).


“CGMI” shall have the meaning ascribed to
such term in the introduction to this Agreement.


“Change of Control” means (i) any Person or
“group” (within the meaning of Rules 13d 3 and 13d 5 under the Exchange Act)
shall have acquired beneficial ownership of 30% or more on a fully diluted
basis of the voting and/or economic interest in the Capital Stock of the
Borrower; (ii) any Person or “group” (within the meaning of Rules 13d 3 and 13d
5 under the Exchange Act) shall have obtained the power (whether or not
exercised) to elect a majority of the members of the board of directors (or
similar governing body) of the Borrower; (iii) during any period of up to 24
consecutive months, commencing before or after the date of this Agreement, a
majority of the members of the board of directors of the Borrower shall not be
Continuing Directors; (iv) any Person or “group” (within the meaning of Rules
13d 3 and 13d 5 under the Exchange Act) shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon
consummation, will result in its or their acquisition of the power to exercise,
directly or indirectly, a controlling influence over the management or policies
of the Borrower or (v) an event of series of events resulting in the Borrower
ceasing to (i) beneficially own and control 100% on a fully diluted basis of
the economic and voting interests in the Capital Stock of any Subsidiary
Borrower (other than directors’ qualifying shares) or (ii) have the power to
elect a majority of the members of the board of directors (or similar governing
body) of any Subsidiary Borrower.


“Citicorp” shall have the meaning ascribed
to such term in the introduction to this Agreement.


“Commitment” means the Dollar Amount of the
commitment of a Lender to make or otherwise fund any Loan and to acquire
participations in Letters of Credit hereunder and “Commitments” means such commitments of all Lenders in the
aggregate.  The amount of each Lender’s
Commitment, if any, is set forth on Schedule 2.1A or in the applicable
Assumption Agreement or Assignment Agreement, as the case may be, subject to
any adjustment, increase or reduction pursuant to the terms and conditions
hereof.  The aggregate amount of the
Commitments as of the Effective Date is $375,000,000.


“Commitment Date” shall have the meaning
specified in Section 2.14B.


“Commitment Increase” means an increase in
the aggregate amount of the Commitments pursuant to Section 2.14.


“Commitment Period” means the period from
the Effective Date to but excluding the Maturity Date.


“Compliance Certificate” means a certificate
of the chief financial officer, treasurer or controller of the Borrower setting
forth computations in reasonable detail demonstrating (i) compliance with the
covenants set forth in Section 6.11, as at the end of the period covered by
such financial statements, and (ii) certifying that such officer has obtained
no 



 7
 









knowledge of any
Potential Event of Default or Event of Default except as specified in such
certificate.


“Consenting Lender” shall have the meaning
specified in Section 2.15B.


“Consolidated Adjusted EBITDA” means, in
respect of the Borrower and its Subsidiaries on a consolidated basis, for any
period, an amount equal to (i) the sum, without duplication, of the amounts for
such period of (a) Consolidated Net Income, (b) Consolidated Financing Expense,
(c) provisions for taxes based on income, (d) total depreciation expense, (e)
total amortization expense, and (f) other non-Cash items reducing Consolidated
Net Income (excluding any such non-Cash item to the extent that it represents
an accrual or reserve for potential Cash items in any future period or
amortization of a prepaid Cash item that was paid in a prior period) and (e)
Permitted Addbacks, minus (ii) other non-Cash items increasing
Consolidated Net Income for such period (excluding any such non-Cash item to
the extent it represents the reversal of an accrual or reserve for potential
Cash item in any prior period).


“Consolidated Financing Expense” means, in
respect of the Borrower and its Subsidiaries on a consolidated basis, for any
period, total interest expense (including that portion attributable to Capital
Leases in accordance with GAAP and capitalized interest) with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries, including all
commissions, discounts and other fees and charges owed with respect to any
letters of credit and bankers’ acceptance financing and net costs under
Interest Rate Agreements.


“Consolidated Net Income” means, in respect
of the Borrower and its Subsidiaries on a consolidated basis, for any period,
(i) the net income (or loss) for the Borrower and its Subsidiaries for such
period taken as a single accounting period determined in conformity with GAAP, minus
(ii) (a) the income (or loss) of any Person (other than a Subsidiary of the
Borrower) in which any other Person (other than the Borrower or any of its
Subsidiaries) has a joint interest, except to the extent of the amount of dividends
or other distributions actually paid to the Borrower or any of its Subsidiaries
by such Person during such period, (b) the income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary of the Borrower or is merged
into or consolidated with the Borrower or any of its Subsidiaries or that
Person’s assets are acquired by the Borrower or any of its Subsidiaries, (c)
the income of any Subsidiary of the Borrower to the extent that the declaration
or payment of dividends or similar distributions by that Subsidiary of that
income is not at the time permitted by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary, (d) any after-tax gains
or losses attributable to Asset Sales or returned surplus assets of any Pension
Plan, and (e) (to the extent not included in clauses (a) through (d) above) any
net extraordinary gains or net non-cash extraordinary losses.


“Consolidated Net Worth” means, at any date
of determination, all items which in conformity with GAAP would be included
under shareholders’ equity on a consolidated balance sheet of the Borrower and
its Subsidiaries.


“Consolidated Total Debt” means, in respect
of the Borrower and its Subsidiaries on a consolidated basis, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness,
determined on a consolidated basis in accordance with GAAP.



 8
 









“Continuing Director” as applied to any
Person, means, for any period, an individual who is a member of the board of
directors of such Person on the first day of such period or whose election to
the board of directors of such Person is approved by a majority of the other
Continuing Directors.


“Contractual Obligation”, as applied to any
Person, means any provision of any securities issued by that Person or of any
indenture, mortgage, deed of trust, or other material contract, undertaking,
agreement or other material instrument to which that Person is a party or by
which it or any of its properties is bound or to which it or any of its
properties is subject.


“Conversion/Continuation Date” means the
effective date of a continuation or conversion, as the case may be, as set
forth in the applicable Conversion/Continuation Notice.


“Conversion/Continuation Notice” means a
Conversion/Continuation Notice substantially in the form of Exhibit II.


“Credit Date” means the date of a Credit
Extension.


“Credit Exposure” means, with respect to any
Lender as of any date of determination, (i) prior to the termination of the
Commitments, that Lender’s Commitment; and (ii) after the termination of the
Commitments, the sum of (a) the aggregate outstanding principal amount of the
Loans of that Lender, (b) in the case of the Issuing Bank, the aggregate Letter
of Credit Usage in respect of all Letters of Credit issued by that Lender (net
of any participations by Lenders in such Letters of Credit), and (c) the
aggregate amount of all participations by that Lender in any outstanding
Letters of Credit or any unreimbursed drawing under any Letter of Credit.


“Credit Extension” means the making of a
Loan or the issuing of a Letter of Credit.


“Credit Party” means each Person (other than
any Agent, Lead Arranger, the Issuing Bank or any Lender or other
representative thereof) from time to time party to a Loan Document.


“Currency” means any of Canadian Dollars,
Dollars, Euros or any other Alternative Currency.


“Currency Agreement” means any foreign
exchange contract, currency swap agreement, futures contract, option contract,
synthetic cap or other similar agreement or arrangement.


“Default Excess” means, with respect to any
Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata
Share of the aggregate outstanding principal amount of Loans of all Lenders
(calculated as if all Defaulting Lenders (other than such Defaulting Lender)
had funded all of their respective Defaulted Loans) over the aggregate
outstanding principal amount of all Loans of such Defaulting Lender.



 9
 









“Default Period” means, with respect to any
Defaulting Lender, the period commencing on the date of the applicable Funding
Default and ending on the earliest of the following dates:  (i) the date on which all Commitments are
cancelled or terminated and/or the Obligations are declared or become
immediately due and payable, (ii) the date on which (a) the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero (whether by
the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting
Lender or by the non pro rata application of any voluntary or mandatory
prepayments of the Loans in accordance with the terms of Section 2.7B) and (b)
such Defaulting Lender shall have delivered to the Credit Parties and the
Administrative Agent a written reaffirmation of its intention to honor its
obligations hereunder with respect to its Commitment, and (iii) the date on
which the Credit Parties, the Administrative Agent and the Requisite Lenders
waive all Funding Defaults of such Defaulting Lender in writing.


“Defaulted Loan” shall have the meaning
ascribed to such term in Section 2.11.


“Defaulting Lender” shall have the meaning
ascribed to such term in Section 2.11.


“Deposit Account” means a demand, time,
savings, passbook or like account with a bank, savings and loan association,
credit union or like organization, other than an account evidenced by a
negotiable certificate of deposit.


“Disclosed Litigation” shall have the
meaning ascribed to such term in Section 3.1G.


“Documentation Agents” shall have the
meaning ascribed to such term in the introduction to this Agreement.


“Dollar-Denominated Loan” means a Loan that
is made in Dollars.


“Dollar Amount” means, at any time:


(a)                                  with
respect to any Dollar-Denominated Loan, the principal amount thereof then
outstanding;


(b)                                 with
respect to any Alternative Currency Loan, the principal amount thereof then
outstanding in the relevant Alternative Currency, converted to Dollars in
accordance with Section 2.10; and


(c)                                  with
respect to any Letter of Credit, the amount thereof.


“Dollars” and the sign “$” mean the lawful money of the United
States of America.


“Effective Date” means the date on which the
conditions specified in Section 3.1 are satisfied or waived in accordance with
Section 9.6.



 10
 









“Eligible Assignee” means (A) any Lender and
any Affiliate of any Lender; and (B) any commercial bank, savings and loan
association, savings bank, insurance company, investment or mutual fund or
other entity that is an “accredited investor” (as defined in Regulation D under
the Securities Act) and which extends credit or buys loans as one of its
businesses; provided that no Affiliate of the Borrower or any of its
Subsidiaries shall be an Eligible Assignee.


“Employee Benefit Plan” means any “employee
benefit plan” as defined in Section 3(3) of ERISA (other than a Multiemployer
Plan) which is or was maintained or contributed to by the Borrower or any of
its ERISA Affiliates.


“Environmental Claim” means any
investigation, notice, notice of violation, claim, action, suit, proceeding,
order, consent decree, settlement, demand, abatement order or other order or
directive (conditional or otherwise), by any Governmental Authority or any
other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity or
(iii) in connection with any actual or alleged damage, injury, threat or harm
to health, safety, natural resources or the environment.


“Environmental Laws” means any and all
current or future federal, state, local and foreign laws and regulations,
statutes, ordinances, orders, rules, guidance documents, judgments,
Governmental Authorizations, or any other requirements of Governmental Authorities
relating to (i) environmental matters, including those relating to any
Hazardous Materials Activity, (ii) the generation, use, storage, transportation
or disposal of Hazardous Materials, or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare.


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


“ERISA Affiliate” means, as applied to any
Person, (i) any corporation which is a member of a controlled group of
corporations within the meaning of Section 414(b) of the Internal Revenue Code
of which that Person is a member; (ii) any trade or business (whether or not
incorporated) which is a member of a group of trades or businesses under common
control within the meaning of Section 414(c) of the Internal Revenue Code of
which that Person is a member; and (iii) any member of an affiliated service
group within the meaning of Section 414(m) or (o) of the Internal Revenue Code
of which that Person, any corporation described in clause (i) above or any
trade or business described in clause (ii) above is a member.  Any former ERISA Affiliate of the Borrower
shall continue to be considered an ERISA Affiliate of the Borrower within the
meaning of this definition with respect to the period such entity was an ERISA
Affiliate of the Borrower and with respect to liabilities arising after such
period relating to the period that such entity was an ERISA Affiliate.


“ERISA Event” means (i) a “reportable event”
within the meaning of Section 4043 of ERISA and the regulations issued
thereunder with respect to any Pension Plan (excluding those for which 30-day
notice to the PBGC has been waived); (ii) the failure to meet the minimum funding
standard of Section 412 of the Internal Revenue Code with respect to any 



 11
 









Pension Plan
(whether or not waived in accordance with Section 412(d) of the Internal
Revenue Code) or the failure to make by its due date a required installment
under Section 412(m) of the Internal Revenue Code with respect to any Pension
Plan or the failure to make any required contribution to a Multiemployer Plan;
(iii) the provision by the administrator of any Pension Plan pursuant to
Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a
distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal
by the Borrower or any of its ERISA Affiliates from any Pension Plan with two
or more contributing sponsors or the termination of any such Pension Plan
resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v) the
institution by the PBGC of proceedings to terminate any Pension Plan, or the
occurrence of any event or condition which might reasonably constitute grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (vi) the imposition of liability on the Borrower
or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or
by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal
by the Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential
withdrawal liability to the Borrower or any of its ERISA Affiliates as a result
of the withdrawal, or the receipt by the Borrower or any of its ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization
or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on the
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates
of fines, penalties, taxes or related charges under Chapter 43 of the Internal
Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071
of ERISA in respect of any Employee Benefit Plan, in each case in an amount
that would be material; (ix) the assertion of a material claim (other than
routine claims for benefits) against any Employee Benefit Plan or the assets
thereof, or against the Borrower or any of its ERISA Affiliates in connection with
any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of
notice of the failure of any Pension Plan to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan.


“Euro” means the single currency of the
members of the European Union from time to time that adopt a single, shared
currency.


“Event of Default” means each of the events
set forth in Section 8.


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


“Extension Date” shall have the meaning
specified in Section 2.15B.


“Facilities” means any and all real property
(including all buildings, fixtures or other improvements located thereon) now,
hereafter or heretofore owned, leased, operated or used by the Borrower or any
of its Subsidiaries or any of their respective predecessors or Affiliates.



 12
 









“Facility Fee” shall have the meaning
ascribed to such term in Section 2.6(i)(a).


“Federal Funds Effective Rate” means for any
day, the rate per annum (expressed, as a decimal, rounded upwards, if
necessary, to the next higher 1/100 of 1%) equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided (i) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (ii) if
no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to Administrative
Agent, in its capacity as a Lender, on such day on such transactions as
determined by the Administrative Agent.


“Fee Letter” means the Fee Letter, dated
November 9, 2005, among the Borrower, Citicorp and CGMI, as the same may be
amended, supplemented or otherwise modified from time to time.


“Fiscal Quarter” means a fiscal quarter of
any Fiscal Year.


“Fiscal Year” means the fiscal year of the
Borrower and its Subsidiaries ending on December 31 of each calendar year
(excluding any Subsidiary of the Borrower that is acquired after the date
hereof that has not yet changed its fiscal year to a calendar year).  For purposes of this Agreement, any
particular Fiscal Year shall be designated by reference to the calendar year in
which such Fiscal Year ends.


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


“Funding and Payment Office” means, for each
of the Administrative Agent and the Issuing Bank, the office of such Person as
set forth under the such Person’s name on the signature pages hereof, or such
other office designated in a written notice delivered by the Administrative
Agent or the Issuing Bank to the Borrower and each Lender.


“Funding Default” shall have the meaning
ascribed to such term in Section 2.11.


“GAAP” means, subject to the limitations on
the application thereof set forth in Section 1.2, generally accepted accounting
principles set forth in opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the United States accounting profession, in each case as the same
are applicable to the circumstances as of the date of determination.


“Governmental Acts” means any act or
omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.



 13
 









“Governmental Authority” means any federal,
state, municipal, national or other government, governmental department,
commission, board, bureau, court, agency or instrumentality or political
subdivision thereof or any entity or officer exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any
government or any court, in each case whether associated with a state of the
United States, the United States, or a foreign entity or government.


“Governmental Authorization” means any
permit, license, authorization, plan, directive, registration with, approval
of, consent order or consent decree of or from, or notice to any Governmental
Authority.


“Guaranteed Obligations” shall have the
meaning ascribed to such term in Section 7.1.


“Guarantor” means the Borrower.


“Guaranty” means the guaranty of the
Guarantor set forth in Section 7.


“Hazardous Materials” means any chemical,
material or substance, (i) exposure to which is prohibited or limited by any
Governmental Authority, (ii) which is designated, classified or regulated as
“hazardous” or “toxic” or as a “pollutant” or “contaminant” under any
Environmental Law or (iii) which may or could pose a hazard to the health and
safety of the owners, occupants or any Persons in the vicinity of any Facility
or to the indoor or outdoor environment.


“Hazardous Materials Activity” means any
past, current, proposed or threatened activity, event or occurrence involving
any Hazardous Materials, including the use, manufacture, possession, storage,
holding, presence, existence, location, Release, threatened Release, discharge,
placement, generation, transportation, processing, construction, treatment,
abatement, removal, remediation, disposal, disposition or handling of any
Hazardous Materials, and any corrective action or response action with respect
to any of the foregoing.


“Highest Lawful Rate” shall have the meaning
ascribed to such term in Section 9.22.


“Implementation Agreement” means the Scheme
Implementation Agreement dated September 20, 2006 among Mayne Pharma, Hospira
Holdings (S.A.) Pty Ltd and the Borrower.


“Increase Date” shall have the meaning
specified in Section 2.14A.


“Increasing Lender” shall have the meaning
specified in Section 2.14A.


“Indebtedness”, as applied to any Person,
means (i) all indebtedness for borrowed money; (ii) that portion of obligations
with respect to Capital Leases that is classified as a liability on a balance
sheet in conformity with GAAP; (iii) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money; (iv) any obligation owed for all or any part of the deferred
purchase price of property or services 



 14
 









(excluding any
such obligations incurred under ERISA), which purchase price is (a) due more
than six months from the date of incurrence of the obligation in respect
thereof or (b) evidenced by a note or similar written instrument; (v) all
indebtedness secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person; (vi) the
face amount of any letter of credit issued for the account of that Person or as
to which that Person is otherwise liable for reimbursement of drawings; (vii)
the direct or indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another;
(viii) any obligation of such Person the primary purpose or intent of which is
to provide assurance to an obligee that the obligation of the obligor thereof will
be paid or discharged, or any agreement relating thereto will be complied with,
or the holders thereof will be protected (in whole or in part) against loss in
respect thereof; and (ix) any liability of such Person for an obligation of
another through any agreement (contingent or otherwise) (a) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise)
or (b) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under
subclauses (a) or (b) of this clause (ix), the primary purpose or intent
thereof is as described in clause (viii) above.


“Indemnitees” shall have the meaning
ascribed to such term in Section 9.3.


“Indemnified Liabilities” shall have the
meaning ascribed to such term in Section 9.3.


“Initial Lenders” shall have the meaning
ascribed to such term in the introduction to this Agreement.


“Interest Coverage Ratio” means the ratio as
of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for
the four-Fiscal Quarter period then ended, to (ii) Consolidated Financing
Expense for such four-Fiscal Quarter period.


“Interest Payment Date” means with respect
to (i) any Base Rate Loan, each March 31, June 30, September 30 and December 31
of each year, commencing on the first such date to occur after the Effective
Date, and the Maturity Date and (ii) any LIBOR Rate Loan, the last day of each
Interest Period and, if any Interest Period is longer than three months, the
date that is three months after the first day of such Interest Period, provided
that, if any Interest Payment Date would otherwise fall on a day which is not a
Business Day, it shall be postponed to the next day which is a Business Day.


“Interest Period” shall have the meaning
ascribed to such term in Section 2.5B.


“Interest Rate Agreement” means any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar agreement or arrangement.


“Interest Rate Determination Date” means,
with respect to any Interest Period, the second Business Day prior to the first
day of such Interest Period.



 15
 









“Internal Revenue Code” means the Internal
Revenue Code of 1986, as amended to the date hereof and from time to time
hereafter, and any successor statute.


“Irish Subsidiary” means Hospira, an
organization organized under the laws of Ireland.


“Issuance” with respect to any Letter of
Credit means the issuance, amendment, renewal or extension of such Letter of
Credit.


“Issuance Notice” means an Issuance Notice
substantially in the form of Exhibit VI.


“Issuing Bank” means Citicorp North America,
Inc. or any Lender approved as an Issuing Bank by the Administrative Agent and
the Borrower, together with its permitted successors and assigns in such
capacity.


“Joinder Agreement” means a Joinder
Agreement substantially in the form of Exhibit IX, with such amendments
or modifications as may be approved by the Administrative Agent.


“Joinder Date” means the date on which the
conditions specified in Section 11 are satisfied or waived in accordance with
Section 9.6.


“Joint Venture” means a joint venture,
partnership or other similar arrangement, whether in corporate, partnership or
other legal form; provided that in no event shall any corporate
Subsidiary of any Person be considered a Joint Venture to which such Person is
a party.


“Lead Arrangers” shall have the meaning
ascribed to such term in the introduction to this Agreement.


“Lender” and “Lenders” shall mean the Initial Lenders, each Assuming Lender
that shall become a party hereto pursuant to Section 2.14 or 2.15 and each
Person that shall become a party hereto pursuant to Section 9.15.


“Letter of Credit” means a commercial or
standby letter of credit issued or to be issued by the Issuing Bank pursuant to
this Agreement.


“Letter of Credit Agreement” has the meaning
specified in Section 2.2B.


“Letter of Credit Sublimit” means the lesser
of (i) $100,000,000 and (ii) the aggregate unused amount of the Commitments
then in effect.


“Letter of Credit Usage” means, as at any
date of determination, the sum of (i) the maximum aggregate amount which is, or
at any time thereafter may become, available for drawing under all Letters of
Credit then outstanding, and (ii) the aggregate amount of all drawings under
Letters of Credit honored by the Issuing Bank and not theretofore reimbursed by
or on behalf of the Borrower.



 16















“Leverage Ratio” means, in respect of the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (i)
Consolidated Total Debt as of the last day of any Fiscal Quarter to (ii)
Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended.


“LIBOR” means, for any Interest Rate
Determination Date, the offered rate in the London interbank market for
deposits in Dollars or the relevant Alternative Currency offered for a term
comparable to such Interest Period that appears on Telerate Page 3750 as of
approximately 11:00 A.M., London time (or such other page as may replace such
page on such service for the purpose of displaying the rates at which such
Dollar or Alternative Currency deposits are offered by leading banks in the
London interbank deposit market), or if no quotation appears on Telerate Page
3750, the average rate per annum which the offices of four leading banks
selected by the Administrative Agent and located in London offer for deposits
in Dollars or the relevant Alternative Currency in the London interbank deposit
market at approximately 11:00 a.m. (London time).


“LIBOR Rate Loan” means any Loan bearing
interest at a rate calculated with respect to LIBOR.


“Lien” means any lien, mortgage, pledge,
assignment, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, and any agreement to give any security interest) and any option, trust
or other preferential arrangement having the practical effect of any of the
foregoing.


“Loan” means a loan made by a Lender to a
Credit Party pursuant to Section 2.1A.


“Loan Documents” means this Agreement, the
Fee Letter, any Note, any Joinder Agreement and any letter of credit
application or reimbursement agreement executed by the Borrower in favor of the
Issuing Bank relating to Letters of Credit.


“Margin Stock” shall have the meaning
ascribed to such term in Regulation U of the Board of Governors of the Federal
Reserve System as in effect from time to time.


“Material Adverse Effect” means a material
adverse effect upon (i) the business, operations, properties or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a
whole, (ii) the ability of the Borrower to perform, or of the Administrative
Agent to enforce, any of the Obligations of the Borrower (including the
Obligations under Section 7 hereof) or (iii) the legality, validity, binding
effect or enforceability against the Borrower (or any Subsidiary Borrower that
has outstanding or has requested Alternative Currency Loans) of a Loan Document
to which it is a party.  For the
avoidance of doubt, changes or effects resulting from items related to
Permitted Addbacks shall not be considered in determining whether a Material
Adverse Effect has occurred.


“Maturity Date” means the earliest to occur
of (i) the fifth anniversary of the Effective Date, subject to the extension
thereof pursuant to Section 2.15, (ii) the date the Commitments are permanently
reduced to zero pursuant to Section 2.7B, and (iii) the date of the termination
of the Commitments pursuant to Section 8; provided, however, that
the Maturity Date of any Lender that is a Non-Consenting Lender to any
requested extension pursuant to 



 17
 









Section 2.15 shall
be the Maturity Date in effect immediately prior to the applicable Extension
Date for all purposes of this Agreement.


“Mayne Pharma” means Mayne Pharma Limited
ACN 097 064 330.


“Mayne Pharma Acquisition” means the
acquisition by Hospira Holdings (S.A.) Pty Ltd of all of the stock of Mayne
Pharma substantially on the terms set forth in the Implementation Agreement.


“Moody’s” means Moody’s Investor Services,
Inc. or any successor thereto.


“MSSF” shall have the meaning ascribed to
such term in the introduction to this Agreement.


“Multiemployer Plan” means any Employee
Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of
ERISA to which the Borrower or any of its ERISA Affiliates is obligated to make
contributions.


“Non-Consenting Lender” shall have the meaning
specified in Section 2.15B.


“Non-US Lender” shall have the meaning
ascribed to such term in Section 2.8B(iii)(a).


“Note” means a promissory note of a Credit
Party issued pursuant to Section 2.4C, in substantially in the form of Exhibit
III, as amended, supplemented or otherwise modified from time to time.


“Notice of Borrowing” means a notice
substantially in the form of Exhibit I annexed hereto delivered by any
Credit Party to the Administrative Agent pursuant to Section 2.1B with respect
to a proposed Borrowing.


“Obligations” means all obligations of every
nature of the Credit Parties from time to time owing to the Agents, the Lead
Arrangers and the Lenders or any of them under the Loan Documents.


“Officer’s Certificate” means, as applied to
any corporation, a certificate executed on behalf of such corporation by any
one of its chairman of the board (if an officer), its president, one of its
vice presidents, its chief financial officer or its treasurer or, as applied to
any limited partnership, a certificate executed on behalf of such limited
partnership by the chairman of the board (if an officer), the president, one of
the vice presidents, the chief financial officer or treasurer of the general
partner of such limited partnership, or, if the general partner of such limited
partnership is an individual, executed by such individual; provided that
every Officer’s Certificate with respect to the compliance with a condition
precedent to the making of any Borrowing shall include:  (i) a statement that the officer making or
giving such Officer’s Certificate has read such condition and any definitions
or other provisions contained in this Agreement relating thereto, (ii) a
statement that, in the opinion of the signer, he has made or has caused to be
made such examination or investigation as is necessary to enable him to express
an 



 18
 









informed opinion
as to whether or not such condition has been complied with, and (iii) a
statement as to whether, in the opinion of the signer, such condition has been
complied with.


“Organizational Documents” means (i) with
respect to any corporation, its certificate or articles of incorporation or
organization, as amended, and its by laws, as amended, (ii) with respect to any
limited partnership, its certificate of limited partnership, as amended, and
its partnership agreement, as amended, (iii) with respect to any general
partnership, its partnership agreement, as amended, and (iv) with respect to
any limited liability company, its articles of organization, as amended, and
its operating agreement, as amended.  In
the event any term or condition of this Agreement or any other Loan Document
requires any Organizational Document to be certified by a secretary of state or
similar governmental official, the reference to any such “Organizational
Document” shall only be to a document of a type customarily certified by such
governmental official.


“PBGC” means the Pension Benefit Guaranty
Corporation and any successor thereto.


“Pension Plan” means any Employee Benefit
Plan, other than a Multiemployer Plan, which is subject to Section 412 of the
Internal Revenue Code or Section 302 of ERISA and which is intended to be
qualified under Section 401(a) of the Code.


“Performance Level” shall have the meaning
ascribed to such term within the definition of “Applicable Margin”.


“Permitted Addbacks” means, for any period
ending on or after March 31, 2007, each of the following to the extent taken
into account in determining Consolidated Net Income for such period (all
calculated on a consolidated pre-tax basis): (a) any one-time or special
non-cash charges or expenses resulting from the Mayne Pharma Acquisition,
including charges relating to the write-up of Mayne Pharma’s inventory and the
write-off of in-process research and development; (b) the first $115,000,000 of
charges and expenses (whether cash or non-cash) incurred before December 31,
2008 related to the integration of Mayne Pharma into the Borrower, including
charges and expenses for employee severance or retention, integration of
information systems, plant shutdowns, product relocation and relabeling and
consulting fees); (c) the first $109,000,000 of restructuring charges and
expenses (whether cash or non-cash) incurred after March 31, 2006 and before
December 31, 2008 related to the Borrower’s closure of its Ashland, Ohio,
Donegal, Ireland and Montreal, Canada facilities and exit from its North
Chicago, Illinois facility and related expenses (whether cash or non-cash) for
the relocation of production from such facilities to other facilities; and (d) the
first $24,000,000 of charges and expenses (whether cash or non-cash) incurred
after March 31, 2006 and before December 31, 2006 related to the Borrower’s
separation from Abbott Laboratories, including the establishment of new
facilities, the build-out of independent information technology systems, and
product registration and re-labeling.


“Permitted Foreign Credit Facilities” means
those foreign credit facilities permitted pursuant to Section 6.2(viii).



 19
 









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


“Potential Event of Default” means a
condition or event that, after notice or lapse of time or both, would
constitute an Event of Default.


“Prime Rate” means the rate of interest as
announced by the Administrative Agent from time to time as its base rate, as in
effect from time to time.  The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer.  The
Administrative Agent or any other Lender may make commercial loans or other
loans at rates of interest at, above or below the Prime Rate.


“Pro Rata Share” means, with respect any
Lender, the percentage obtained by dividing (a) the Credit Exposure of such
Lender by (b) the aggregate Credit Exposure of all Lenders.


“Proceedings” shall have the meaning
ascribed to such term in Section 5.1(vi).


“Qualified Receivables Transaction” means
any transaction or series of transactions that may be entered into by the
Borrower or any Subsidiary of the Borrower pursuant to which the Borrower or
any such Subsidiary may sell, convey, pledge or otherwise transfer to a
newly-formed Subsidiary of the Borrower or other special purpose entity, or any
other Person, any accounts receivable (including chattel paper, instruments and
general intangibles) or notes receivable and the rights and certain other
property related thereto, provided that (i) all of the terms and conditions of
such transaction or series of transactions, including the amount and type of
any recourse to the Borrower or a Subsidiary of the Borrower with respect to
the assets transferred, are acceptable to the Administrative Agent and the
Requisite Lenders and (ii) the Receivables Transaction Attributed Indebtedness
incurred in all such transactions does not exceed $150,000,000 at any time
outstanding.


“Receivables Transaction Attributable Indebtedness”
means, with respect to any Qualified Receivables Transaction on any date of
determination, the unrecovered purchase price on such date of all assets sold,
conveyed, pledged or otherwise transferred by the Borrower or any wholly-owned
Subsidiary of the Borrower to the third-party conduit entity or other
receivables credit provider under such Qualified Receivables Transaction.


“Register” shall have the meaning ascribed
to such term in Section 2.4A.


“Regulation D” means Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to
time.


“Reimbursement Date” shall have the meaning
ascribed to such term in Section 2.2D.



 20
 









“Release” means any release, spill,
emission, leaking, pumping, pouring, injection, escaping, deposit, disposal,
discharge, dispersal, dumping, leaching or migration of any Hazardous Material
into the indoor or outdoor environment (including the abandonment or disposal
of any barrels, containers or other closed receptacles containing any Hazardous
Material), including the movement of any Hazardous Material through the air,
soil, surface water or groundwater.


“Replacement Lender” shall have the meaning
ascribed to such term in Section 2.12.


“Requisite Lenders” means Lenders having
aggregate Pro Rata Shares of more than 50%.


“Responsible Officer” means the Chief
Executive Officer, the Chief Financial Officer, the Treasurer or the General
Counsel of a Credit Party or any other officer of such Credit Party responsible
for overseeing or reviewing compliance with the Agreement.


“Restricted Payment” means (i) any
dividend or other distribution, direct or indirect, on account of any shares of
any class of Capital Stock of the Borrower, except a dividend payable solely in
shares of such class of Capital Stock to the holders of such class of Capital
Stock; (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of Capital Stock of the Borrower; and (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of Capital Stock of the Borrower,
except any repurchase or other acquisition of shares of such Capital Stock, or
warrants, options or other rights to acquire such shares, in connection with
employee compensation in the ordinary course of business in accordance with
plans approved by the board of directors of the Borrower.


“S&P” means Standard & Poor’s
Ratings Group, a division of The McGraw Hill Corporation or any successor
thereto.


“Securities” means any stock, share,
partnership interest, membership interest in a limited liability company,
voting trust certificates, certificate of interest or participation in any
profit-sharing agreement or arrangement, option, warrant, bond, debenture,
note, or other evidence of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.


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


“Significant Subsidiary” means, at any time,
a Subsidiary that has or represents at least 5% of (i) the consolidated gross
revenues of the Borrower and its Subsidiaries for the Fiscal Year then most
recently ended and/or (ii) the consolidated assets of the Borrower and its
Subsidiaries as of the last day of the Fiscal Year then most recently ended.



 21
 









“Spot Rate” means, for any Alternative
Currency on any day, the average of the Administrative Agent’s spot buying and
selling rates for the exchange of such Alternative Currency and Dollars as of
approximately 11:00 a.m. (London, England time) on such day.


“Subject Transaction” shall have the meaning
ascribed to such term in Section 6.11D.


“Subordinated Indebtedness” means any
Indebtedness of the Borrower or any of its Subsidiaries, subordinated in right
and time of payment to the Obligations.


“Subsidiary” means, with respect to any
Person, any corporation, partnership, limited liability company, association or
other business entity of which more than 50% of the total voting power of
shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons
(whether directors, managers, trustees or other Persons performing similar
functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof.


“Subsidiary Borrower” means any Subsidiary
that is designated as a “Subsidiary Borrower” pursuant to Section 11.


“Surviving Obligations” means contingent
indemnification liabilities of the Borrower under the Loan Documents that are
not yet due and payable.


“Syndication Agents” shall have the meaning
ascribed to such term in the introduction to this Agreement.


“Tax” means any present or future tax, levy,
impost, duty, assessment, charge, fee, deduction or withholding of any nature
and whatever called, by whomsoever, on whomsoever and wherever imposed, levied,
collected, withheld or assessed; provided “Tax on the overall net
income” of a Person shall be construed as a reference to a tax imposed by the
jurisdiction in which that Person is organized or in which that Person’s
applicable principal office (and/or, in the case of a Lender, its lending
office) is located or in which that Person (and/or, in the case of a Lender,
its lending office) is deemed to be doing business on all or part of the net
income, profits or gains (whether worldwide, or only insofar as such income,
profits or gains are considered to arise in or to relate to a particular
jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender,
its applicable lending office).


“Terminated Lender” shall have the meaning
ascribed to such term in Section 2.12.


“Total Utilization of Commitments” means, as
at any date of determination, the sum of (i) the aggregate principal amount of
all outstanding Loans plus (ii) the Letter of Credit Usage.


“Type of Loan” means a Base Rate Loan or a
LIBOR Rate Loan.



 22
 









“Utilization Fee” shall have the meaning
ascribed to such term in Section 2.6(i)(b).


1.2                               Accounting
Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.


Except
as otherwise expressly provided in this Agreement, all accounting terms not
otherwise defined herein shall have the respective meanings assigned to them in
conformity with GAAP.  Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize accounting principles and policies in effect on the
date hereof which are in conformity with those used to prepare the financial
statements referred to in Section 4.4. 
Financial statements and other information required to be delivered by
the Borrower to the Administrative Agent pursuant to clauses (i) and (ii) of
Section 5.1 shall be prepared in accordance with GAAP as in effect at the time
of such preparation.  In the event that a
change in GAAP or other accounting principles and policies after the date
hereof affects in any material respect the calculations of the covenants contained
herein, the Lenders and the Borrower agree to negotiate in good faith to amend
the affected covenants (and related definitions) to compensate for the effect
of such changes so that the restrictions, limitations and performance standards
effectively imposed by such covenants, as so amended, are substantially
identical to the restrictions, limitations and performance standards imposed by
such covenants as in effect on the date hereof; provided that, if the
Requisite Lenders and the Borrower fail to reach agreement with respect to such
amendment within a reasonable period of time following the date of
effectiveness of any such change, calculation of compliance by the Borrower and
its Subsidiaries with the covenants contained herein shall be determined in
accordance with GAAP as in effect immediately prior to such change.


1.3                               Other
Definitional Provisions and Rules of Construction.


A.            Any of the terms defined herein may, unless
the context otherwise requires, be used in the singular or the plural,
depending on the reference.


B.            References to “Sections” and subsections
shall be to Sections and subsections, respectively, of this Agreement unless
otherwise specifically provided.


C.            The use in any of the Loan Documents of the
word “include” or “including”, when following any general statement, term or
matter, shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to
similar items or matters, whether or not nonlimiting language (such as “without
limitation” or “but not limited to” or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that fall within the broadest possible scope of such general statement,
term or matter.


D.            Whenever the term “wholly-owned” is used with
respect to a Subsidiary of a Person, such term means that all of the Capital
Stock (other than directors’ qualifying shares) of such Subsidiary is owned,
directly or indirectly, by such Person.



 23
 









SECTION 2.    
AMOUNT AND TERMS OF COMMITMENTS AND LOANS


2.1                               Commitment;
Making of Loans; Letters of Credit.


A.            Commitments.


(i)            During the
Commitment Period, subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties of the Credit Parties herein
set forth, each Lender severally agrees to make Loans (including, with respect
to Alternative Currency Loans, through any Affiliate of such Lender) (i)
denominated in Dollars to the Borrower, (ii) denominated in Canadian Dollars to
the Canadian Subsidiary, (iii) denominated in Euros to the Irish Subsidiary,
(iv) denominated in Dollars to the Bahamian Subsidiary or (v) denominated in
the applicable Alternative Currency designated by any other Subsidiary
Borrower, in an aggregate amount up to but not exceeding such Lender’s
Commitment as set forth opposite its name on Schedule 2.1A annexed
hereto; provided that after giving effect to the making of any Loans,
(i) the Total Utilization of Commitments shall not exceed the Commitments and
(ii) the aggregate Dollar Amount of all Alternative Currency Loans shall not
exceed the Alternative Currency Sublimit.


(ii)           Each Lender’s
Commitment shall expire on the Maturity Date applicable to such Lender and all
Loans and all other amounts owed hereunder with respect to the Loans and the
Commitment of such Lender shall be paid in full no later than such date.  Amounts borrowed pursuant to this Section
2.1A may be repaid and reborrowed during the Commitment Period.


B.            Borrowing Mechanics.


(i)            Except pursuant to
2.2D, each Borrowing shall at all times be in minimum amount of $5,000,000 or
higher integral multiples of 1,000,000 units of the applicable currency.


(ii)           Whenever any Credit
Party desires that the Lenders make Loans, such Credit Party shall deliver to
Administrative Agent on behalf of the Lenders a fully executed and delivered
Notice of Borrowing (a) in the case of LIBOR Rate Loans denominated in Dollars,
not later than 11:00 a.m. (New York City time), at least three (3) Business
Days in advance of the proposed Credit Date; (b) in the case of LIBOR Rate
Loans denominated in an Alternative Currency, not later than 11:00 a.m. (New
York City time), at least four (4) Business Days in advance of the proposed
Credit Date; or (c) in the case of Base Rate Loans, not later than 11:00 a.m.
(New York City time), on the proposed Credit Date.  Except as otherwise provided herein, a Notice
of Borrowing for LIBOR Rate Loans shall be irrevocable on and after the related
Interest Rate Determination Date, and the applicable Credit Party shall be
bound to borrow such Loans in accordance therewith.  Each Notice of Borrowing shall specify the
following information:


(a)           the Currency;


(b)           the aggregate amount
(in the Applicable Currency) of such Loans;


(c)           the Credit Date of
such Loans, which shall be a Business Day;



 24
 









(d)           whether such Loans are to be Base Rate Loans or LIBOR Rate
Loans;


(e)           in the case of LIBOR Rate Loans, the initial Interest
Period to be applicable thereto; and


(f)            the location and number of the Credit Party’s account, as
applicable, to which funds are to be disbursed.


(iii)          Notice of receipt
of each Notice of Borrowing, together with the amount of each Lender’s Pro Rata
Share thereof, if any, together with the applicable interest rate, shall be
provided by the Administrative Agent to each applicable Lender by facsimile
with reasonable promptness, but (provided the Administrative Agent shall have
received such notice by 11:00 a.m. (New York City time)) not later than 2:00
p.m. (New York City time) on the same day as the Administrative Agent’s receipt
of such Notice of Borrowing from the applicable Credit Party.


(iv)          Each Lender (or, if
appropriate, with respect to Alternative Currency Loans, an Affiliate of such
Lender) shall make the amount of its Loan available to the Administrative Agent
on the applicable Credit Date by wire transfer:


(a)           if such Loan is to
be made in Dollars, not later than 12:00 p.m. (New York City time), or, if
later, not more than one hour after receipt of the Administrative Agent’s
delivery of the notice pursuant to clause (iii) above, in same day funds in
Dollars at the Funding and Payment Office; or


(b)           if such Loan is to
be made in an Alternative Currency, not later than 12:00 p.m. (London, England
time), in such Alternative Currency (in such funds as may then be customary for
the settlement of international transactions in such Alternative Currency) at
the Funding and Payment Office.


(v)           Except as provided
herein, upon satisfaction or waiver of the conditions precedent specified in
Section 3.1 and Section 3.2, the Administrative Agent shall make the proceeds
of such Loans available to the applicable Credit Party on the applicable Credit
Date by causing an amount of same day funds in the Applicable Currency equal to
the proceeds of all such Loans received by the Administrative Agent from the
Lenders to be credited to the account of the applicable Credit Party at the
Funding and Payment Office or such other account as may be designated in
writing to the Administrative Agent by the Credit Parties.


2.2                               Issuance
of Letters of Credit and Purchase of Participations Therein.


A.            Letters of Credit. 
During the Commitment Period, subject to the terms and conditions
hereof, the Issuing Bank agrees to issue Letters of Credit for the account of
the Borrower in the aggregate amount up to but not exceeding the Letter of
Credit Sublimit; provided (i) each Letter of Credit shall be denominated
in Dollars; (ii) the stated amount of each Letter of Credit shall not be less
than $5,000,000 or such lesser amount as is acceptable to the Issuing Bank;
(iii) after giving effect to such issuance, in no event shall the Total
Utilization of Commitments exceed the Commitments then in effect; (iv) after
giving effect to such issuance, in no event shall the Letter of Credit Usage
exceed the Letter of Credit Sublimit then in effect; 



 25
 









(v)
in no event shall any standby Letter of Credit have an expiration date later
than the earlier of (1) five Business Days prior to the Maturity Date and (2)
the date which is one year from the date of issuance of such standby Letter of
Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an
expiration date later than the earlier of (1) five Business Days before the
Maturity Date and (2) the date which is 180 days from the date of issuance of
such commercial Letter of Credit or (y) be issued if such commercial Letter of
Credit is otherwise unacceptable to the Issuing Bank in its reasonable
discretion.  Subject to the foregoing,
the Issuing Bank may agree that a standby Letter of Credit will automatically
be extended for one or more successive periods not to exceed one year each,
unless the Issuing Bank elects not to extend for any such additional period; provided
the Issuing Bank shall not extend any such Letter of Credit if it has received
written notice that an Event of Default has occurred and is continuing at the
time the Issuing Bank must elect to allow such extension; provided further
in the event a Funding Default exists, the Issuing Bank shall not be required
to issue any Letter of Credit unless the Issuing Bank has entered into
arrangements satisfactory to it and the Borrower to eliminate the Issuing
Bank’s risk with respect to the participation in Letters of Credit of the
Defaulting Lender, including by cash collateralizing such Defaulting Lender’s
Pro Rata Share of the Letter of Credit Usage.


B.            Notice of Issuance.  Each
Letter of Credit shall be issued upon notice, given not later than
11:00 A.M. (New York City time) on the fifth Business Day prior to
the date of the proposed Issuance of such Letter of Credit (or on such shorter
notice as the Issuing Bank may agree), by the Borrower to the Issuing Bank, and
such Issuing Bank shall give the Administrative Agent, prompt notice
thereof.  Each such Issuance Notice by
the Borrower shall be by facsimile or telephone, confirmed immediately in
writing, 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.  Such Letter of Credit shall be
issued pursuant to such application and agreement for letter of credit as the
Issuing Bank and the Borrower shall agree 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 the Issuing Bank in its reasonable discretion (it being
understood that any such form shall have only explicit documentary conditions
to draw and shall not include discretionary conditions), the Issuing Bank will,
unless any Lender gives prior notice to the Issuing Bank or the Administrative
Agent that the applicable conditions of Section 3.2 would not be satisfied at
the time of such issuance, upon fulfillment of the applicable conditions set
forth in Section 3.2, make such Letter of Credit available to the Borrower at
its office referred to in Section 9.8 or as otherwise agreed with the
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.


C.            Responsibility of
the Issuing Bank With Respect to Requests for Drawings and Payments.  In
determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Bank shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit. 
As between the Borrower and the Issuing Bank, the Borrower assumes all
risks of the acts and omissions of, or misuse of the Letters of Credit issued
by the Issuing Bank, by the respective 



 26
 









beneficiaries
of such Letters of Credit.  In
furtherance and not in limitation of the foregoing, the Issuing Bank shall not
be responsible for:  (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason; (iii) failure of the beneficiary
of any such Letter of Credit to comply fully with any conditions required in
order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond
the control of the Issuing Bank, including any Governmental Acts; none of the
above shall affect or impair, or prevent the vesting of, any of the Issuing
Bank’s rights or powers hereunder. 
Without limiting the foregoing and in furtherance thereof, any action taken
or omitted by the Issuing Bank under or in connection with the Letters of
Credit or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not give rise to any liability on the part of the
Issuing Bank to the Borrower. 
Notwithstanding anything to the contrary contained in this Section 2.2C,
the Borrower shall retain any and all rights it may have against the Issuing
Bank for any liability arising out of the gross negligence or willful
misconduct of the Issuing Bank.


D.            Reimbursement by the
Borrower of Amounts Drawn or Paid Under Letters of Credit.  In
the event the Issuing Bank has determined to honor a drawing under a Letter of
Credit, it shall immediately notify the Borrower and the Administrative Agent,
and the Borrower shall reimburse the Issuing Bank on or before the Business Day
immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day
funds equal to the amount of such honored drawing; provided, anything
contained herein to the contrary notwithstanding, (i) unless the Borrower shall
have notified the Administrative Agent and the Issuing Bank prior to 10:00 a.m.
(New York City time) on the date such drawing is honored that the Borrower intends
to reimburse the Issuing Bank for the amount of such honored drawing with funds
other than the proceeds of Loans, the Borrower shall be deemed to have given a
timely Notice of Borrowing to the Administrative Agent requesting the Lenders
to make Base Rate Loans on the Reimbursement Date in an amount in Dollars equal
to the amount of such honored drawing, and (ii) subject to satisfaction or
waiver of the applicable conditions specified in Section 3.2, the Lenders
shall, on the Reimbursement Date, make Base Rate Loans in the amount of such
honored drawing, the proceeds of which shall be applied directly by the
Administrative Agent to reimburse the Issuing Bank for the amount of such
honored drawing; and provided further, if
for any reason proceeds of Loans are not received by the Issuing Bank on the
Reimbursement Date in an amount equal to the amount of such honored drawing,
the Borrower shall reimburse the Issuing Bank, on demand, in an amount in same
day funds equal to the excess of the amount of such honored drawing over the
aggregate amount of such Loans, if any, which are so received.  Nothing in this Section 2.2D shall be deemed
to relieve any Lender from its obligation to make Loans on the terms and
conditions set forth 



 27
 









herein,
and the Borrower shall retain any and all rights it may have against any Lender
resulting from the failure of such Lender to make such Loans under this Section
2.2D.


E.             Lenders’ Purchase
of Participations in Letters of Credit. 
Immediately upon the issuance of each Letter of Credit, each Lender
having a Commitment shall be deemed to have purchased, and hereby agrees to
irrevocably purchase, from the Issuing Bank a participation in such Letter of
Credit and any drawings honored thereunder in an amount equal to such Lender’s
Pro Rata Share (with respect to the Commitments) of the maximum amount which is
or at any time may become available to be drawn thereunder.  In the event that the Borrower shall fail for
any reason to reimburse the Issuing Bank as provided in Section 2.2D, the Issuing
Bank shall promptly notify each Lender of the unreimbursed amount of such
honored drawing and of such Lender’s respective participation therein based on
such Lender’s Pro Rata Share of the Commitments.  Each Lender shall make available to the Issuing
Bank an amount equal to its respective participation, in Dollars and in same
day funds, at the office of the Issuing Bank specified in such notice, not
later than 12:00 p.m. (New York City time) on the first Business Day (under the
laws of the jurisdiction in which such office of the Issuing Bank is located)
after the date notified by the Issuing Bank. 
In the event that any Lender fails to make available to the Issuing Bank
on such Business Day the amount of such Lender’s participation in such Letter
of Credit as provided in this Section 2.2E, the Issuing Bank shall be entitled
to recover such amount on demand from such Lender together with interest
thereon for three Business Days at the rate customarily used by the Issuing
Bank for the correction of errors among banks and thereafter at the Base
Rate.  Nothing in this Section 2.2E shall
be deemed to prejudice the right of any Lender to recover from the Issuing Bank
any amounts made available by such Lender to the Issuing Bank pursuant to this
Section 2.2E in the event that it is determined that the payment with respect
to a Letter of Credit in respect of which payment was made by such Lender
constituted gross negligence or willful misconduct on the part of the Issuing
Bank.  In the event the Issuing Bank shall
have been reimbursed by other Lenders pursuant to this Section 2.2E for all or
any portion of any drawing honored by the Issuing Bank under a Letter of
Credit, the Issuing Bank shall distribute to each Lender which has paid all
amounts payable by it under this Section 2.2E with respect to such honored
drawing such Lender’s Pro Rata Share of all payments subsequently received by
the Issuing Bank from the Borrower in reimbursement of such honored drawing
when such payments are received.  Any
such distribution shall be made to a Lender at its notice address set forth on
the signature pages hereto or at such other address as such Lender may request.


F.             Obligations
Absolute.  The obligation of the Borrower to reimburse
the Issuing Bank for drawings honored under the Letters of Credit issued by it
and to repay any Loans made by Lenders pursuant to Section 2.2D and the
obligations of Lenders under Section 2.2E shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances:  (i) any lack of validity or enforceability of
any Letter of Credit; (ii) the existence of any claim, set off, defense or
other right which the Borrower or any Lender may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons for whom
any such transferee may be acting), the Issuing Bank, any Lender or any other
Person or, in the case of a Lender, against the Borrower, whether in connection
herewith, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between the Borrower or one of its
Subsidiaries and the beneficiary for which any Letter of Credit was procured);
(iii) any draft or other 



 28
 









document
presented under any 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; (iv) payment by the Issuing Bank under any Letter of
Credit against presentation of a draft or other document which does not
strictly comply with the terms of such Letter of Credit; (v) the occurrence of
any Material Adverse Effect; (vi) any breach hereof or any other Loan Document
by any party thereto; (vii) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing; or (viii) the fact that an
Event of Default or a Potential Event of Default shall have occurred and be
continuing; provided, in each case, that payment by the Issuing Bank
under the applicable Letter of Credit shall not have constituted gross
negligence or willful misconduct of the Issuing Bank under the circumstances in
question.


G.            Indemnification. 
Without duplication of any obligation of the Borrower under Section 9.2
or 9.3, in addition to amounts payable as provided therein, the Borrower hereby
agrees to protect, indemnify, pay and save harmless the Issuing Bank from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable fees, expenses and disbursements of
counsel and, without duplication, allocated costs of internal counsel) which
the Issuing Bank may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank,
other than as a result of (1) the gross negligence or willful misconduct of the
Issuing Bank or (2) the wrongful dishonor by the Issuing Bank of a proper
demand for payment made under any Letter of Credit issued by it, or (ii) the
failure of the Issuing Bank to honor a drawing under any such Letter of Credit
as a result of any Governmental Act.


2.3                               Pro
Rata Shares; Availability of Funds; UCP.


A.            Pro Rata Shares.  All
Loans shall be made, and all participations purchased, by the Lenders (or, if
applicable, by their Affiliates) simultaneously and proportionately to their
respective Pro Rata Shares (determined as of the date of such Loans or such
purchases, as the case may be), it being understood that no Lender shall be
responsible for any default by any other Lender in such other Lender’s
obligation to make a Loan requested hereunder or purchase a participation
required hereby nor shall any Commitment of any Lender be increased or
decreased as a result of a default by any other Lender in such other Lender’s
obligation to make a Loan requested hereunder or purchase a participation
required hereby.  Each Lender
acknowledges and agrees that its participation in each Letter of Credit will be
automatically adjusted to reflect such Lender’s Pro Rata Share of each Letter
of Credit at each time such Lender’s Commitment is increased pursuant to
Section 2.14, reduced on a date prior to the date to which the Maturity Date
may have been extended pursuant to Section 2.15, amended pursuant to an
assignment in accordance with Section 9.1 or otherwise changed pursuant to this
Agreement.


B.            Availability of
Funds.  Unless the Administrative Agent shall have
been notified by any Lender prior to the applicable Credit Date that such
Lender does not intend to make available to the Administrative Agent the amount
of such Lender’s Loan requested on such Credit Date, the Administrative Agent
may assume that such Lender has made such amount available to the
Administrative Agent on such Credit Date and the Administrative Agent may, in
its sole discretion, but shall not be obligated to, make available to the
Borrower a corresponding amount on such Credit Date.  If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender or an Affiliate of such
Lender, the Administrative Agent 



 29
 









shall
be entitled to recover such corresponding amount on demand from such Lender
together with interest thereon, for each day from such Credit Date until the
date such amount is paid to the Administrative Agent, at the customary rate set
by the Administrative Agent for the correction of errors among banks for three
Business Days and thereafter at the Base Rate. 
If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent shall promptly
notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent together with interest thereon, for each day
from such Credit Date until the date such amount is paid to the Administrative
Agent, at the rate payable hereunder for Base Rate Loans.  Nothing in this Section 2.3B shall be deemed
to relieve any Lender from its obligation to fulfill its Commitments hereunder
or to prejudice any rights that the Borrower may have against any Lender as a
result of any default by such Lender hereunder.


C.            Uniform Customs and
Practice for Documentary Credits.  It is hereby agreed that,
except as otherwise specified in any Letter of Credit, each commercial Letter
of Credit shall be subject to the Uniform Customs and Practice for Documentary
Credits and each standby Letter of Credit shall be subject to the International
Standby Practices (ISP 98).


2.4                               The
Register; Evidence of Debt; Notes.


A.            Register.


(i)            The Administrative
Agent shall maintain at its Payment and Funding Office a register for the
recordation of the names and addresses of the Lenders and the Commitment and
Loans of each Lender from time to time (the “Register”).  The Register shall be available for
inspection by the Credit Parties or any Lender at any reasonable time and from
time to time upon reasonable prior notice. 
The Administrative Agent shall record in the Register the Commitment and
the Loans of each Lender, and each repayment or prepayment in respect of the
principal amount of such Loans.  Any such
recordation shall be prima facie evidence of the amount owed to such Lender
hereunder; provided that failure to make any such recordation, or any
error in such recordation, shall not affect any Lender’s Commitment or the
Obligations in respect of any Loan.  The
Credit Parties hereby designate Citicorp to serve as the Credit Parties’ agent
solely for purposes of maintaining the Register as provided in this Section
2.4, and the Credit Parties hereby agree that, to the extent Citicorp serves in
such capacity, Citicorp and its officers, directors, employees, agents and
affiliates shall constitute “Indemnitees” hereunder.


(ii)           The Credit Parties,
the Administrative Agent and the Lenders shall deem and treat the Persons listed
as Lenders in the Register as the holders and owners of the corresponding
Commitments and Loans listed therein for all purposes hereof, and no assignment
or transfer of any Commitment or Loan shall be effective, in each case unless
and until an Assignment Agreement effecting the assignment or transfer thereof
shall have been accepted by the Administrative Agent and recorded in the
Register as provided in Section 9.1C. 
Prior to such recordation, all amounts owed with respect to the
applicable Commitment or Loan shall be owed to the Lender listed in the
Register as the owner thereof, and any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans.



 30
 









B.            Lenders’ Evidence of
Debt.  Each Lender shall maintain on its internal
records an account or accounts evidencing the Obligations of each Credit Party
to such Lender, including the amounts of the Loans made by it and each
repayment and prepayment in respect thereof. 
Any such recordation shall be conclusive and binding on the Credit
Parties, absent manifest error; provided that the failure to make any
such recordation, or any error in such recordation, shall not affect any
Lender’s Commitments or the Obligations of the Credit Parties in respect of any
applicable Loans; and provided further, in
the event of any inconsistency between the Register and any Lender’s records,
the recordations in the Register shall govern.


C.            Notes.  If so
requested by any Lender by written notice to any Credit Party (with a copy to
the Administrative Agent), such Credit Party shall execute and deliver to such
Lender, promptly after such Credit Party’s receipt of such notice, a Note or
Notes to evidence such Lender’s Loans.


2.5                               Interest
on the Loans.


A.            Rate of Interest;
Type of Loan.


(i)            Subject to the
provisions of Sections 2.5E, 2.8 and 2.9, each Loan shall bear interest on the
unpaid principal amount thereof from the date made through the Maturity Date
(whether by acceleration or otherwise) at a rate equal to (a) if a Base Rate
Loan, the Base Rate plus the Applicable Margin or (b) if a LIBOR Rate
Loan, the sum of LIBOR plus the Applicable Margin.


(ii)           The basis for
determining the rate of interest with respect to any Loan and the Interest
Period with respect to any LIBOR Rate Loan, shall be selected by the applicable
Credit Party and notified to the Administrative Agent and the Lenders pursuant
to the applicable Notice of Borrowing or Conversion/Continuation Notice, as the
case may be.  If on any day a Loan is
outstanding with respect to which a Notice of Borrowing or Conversion/Continuation
Notice has not been delivered to the Administrative Agent in accordance with
the terms hereof specifying the applicable basis for determining the rate of
interest, then for that day such Loan shall be a Base Rate Loan.


(iii)          With
respect to Dollar-Denominated Loans or Alternative Currency Loans denominated
in Canadian Dollars, in the event the Borrower fails to specify Base Rate Loans
or LIBOR Rate Loans in the applicable Notice of Borrowing or
Conversion/Continuation Notice, such Loans (if outstanding as a LIBOR Rate
Loans) will be automatically converted into Base Rate Loans on the last day of
the then current Interest Period for such Loans (or if outstanding as Base Rate
Loans will remain as, or (if not then outstanding) will be made as, Base Rate
Loans).  As soon as practicable after
11:00 a.m. (New York City time) on each Interest Rate Determination Date, the
Administrative Agent shall determine (which determination shall, absent
manifest error, be final, conclusive and binding upon all parties) the interest
rate that shall apply to the LIBOR Rate Loans for which an interest rate is
then being determined for the applicable Interest Period and shall promptly
give notice thereof (in writing or by telephone confirmed in writing) to the
applicable Credit Party and each Lender.



 31















B.                                    Interest Periods.  The applicable interest period (each an “Interest Period”) of each Borrowing of
LIBOR Rate Loans shall be a one (1), two (2), three (3) or six (6) month
period, as selected by the applicable Credit Party in the applicable Notice of
Borrowing or Conversion/Continuation Notice, initially commencing on the date
of the Loan or any Conversion/Continuation Date, as the case may be; provided
that


(i)                                     in
the case of immediately successive Interest Periods applicable to LIBOR Rate
Loans, each successive Interest Period shall commence on the day on which the
immediately preceding Interest Period expires;


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


(iii)                               any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (iv) of this
Section 2.5B, end on the last Business Day of a calendar month;


(iv)                              no
Interest Period shall extend beyond the latest Maturity Date;


(v)                                 no
more than ten (10) Interest Periods shall be outstanding at any time; and


(vi)                              if
the applicable Credit Party fails to specify an Interest Period for any
Borrowing of LIBOR Rate Loans in the applicable Notice of Borrowing or
Conversion/Continuation Notice, such Credit Party shall be deemed to have
selected an Interest Period of one (1) month.


C.                                    Interest Payments. On each Interest Payment Date for a
Borrowing, the applicable Credit Party shall pay an amount equal to the
aggregate amount of interest that has accrued on such Borrowing since the
Effective Date or the last Interest Payment Date for such Borrowing, as applicable.  In addition, interest on each Loan shall be
payable upon any prepayment of such Loan (to the extent accrued on the amount
being prepaid) and at maturity.


D.                                    Default Rate.  Upon the occurrence and during the
continuation of any Event of Default, (i) the Credit Parties shall no longer
have the option to request LIBOR Rate Loans, (ii) each LIBOR Rate Loan
denominated in Dollars shall convert to a Base Rate Loan at the end of the
Interest Period then in effect for such LIBOR Rate Loan, (iii) upon request of
the Requisite Lenders, the outstanding principal amounts of all LIBOR Rate
Loans shall bear interest (including post-petition interest in any case or
proceeding under the Bankruptcy Code) at a rate per annum equal to two percent
(2%) plus the rate then applicable to LIBOR Rate Loans until the end of the
applicable Interest Period and thereafter at a rate equal to two percent (2%)
plus the rate then applicable to Base Rate Loans, and (iv) upon request of the
Requisite Lenders, all outstanding Base Rate Loans and, to the extent permitted
by applicable law, other Obligations arising hereunder or under any other Loan
Document shall bear interest (including post-petition



 32
 









interest in
any case or proceeding under the Bankruptcy Code) at a rate per annum equal to
two percent (2%) plus the rate then applicable to such Base Rate Loans or such
other Obligations arising hereunder or under any other Loan Document.  Payment or acceptance of the increased rates
of interest provided for in this Section 2.5D is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of Agents or Lenders.


E.                                      Computation of
Interest.


(i)                                     Interest
payable pursuant to Section 2.5A shall be computed (i) in the case of Base Rate
Loans on the basis of a 365 day or 366 day year, as the case may be, and (ii)
in the case of LIBOR Rate Loans, on the basis of a 360 day year, in each case
for the actual number of days elapsed in the period during which it
accrues.  In computing interest on any
Loan, the date of the making of such Loan or the first day of an Interest
Period applicable to such Loan or, with respect to a Base Rate Loan being
converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate
Loan to such Base Rate Loan, as the case may be, shall be included, and the
date of payment of such Loan or the expiration date of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan being converted to
a LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR
Rate Loan, as the case may be, shall be excluded; provided, if a Loan is
repaid on the same day on which it is made, one day’s interest shall be paid on
that Loan.


(ii)                                  For
purposes of disclosure pursuant to the Interest Act (Canada), R.S. 1985, c
I-15, the annual rates of interest or fees to which the rates of interest or
fees provided in this Agreement and each Note (and stated herein or therein as
applicable to be computed on the basis of a 365-day year or any other period of
time less than a calendar year) are equivalent, and are the rates so determined
multiplied by the actual number of days in the applicable calendar year and
divided by 365 or such other period of time.


F.                                      Conversion/Continuation.


(i)                                     Subject
to Section 2.9 and so long as no Potential Event of Default or Event of Default
shall have occurred and then be continuing, each Credit Party shall have the
option:


(a)                                  to
convert at any time all or any part of any Borrowing of Dollar-Denominated
Loans in an aggregate amount of $5,000,000 or a higher integral multiple of
$1,000,000 from one Type of Loan to another Type of Loan; provided if
any LIBOR Rate Loan is converted on a day other than the last day of an
Interest Period therefor, the applicable Credit Party shall pay all amounts due
under Section 2.8 in connection with such conversion; or


(b)                                 upon
the expiration of any Interest Period applicable to any Borrowing LIBOR Rate
Loans, to continue all or any portion of such Loans in a minimum amount of
$5,000,000 or a higher integral multiple of 1,000,000 units of the applicable
currency as LIBOR Rate Loans.


(ii)                                  The
applicable Credit Party shall deliver a Conversion/Continuation Notice to the
Administrative Agent no later than 11:00 a.m. (New York City time) at least one



 33
 









Business Day
in advance of the proposed conversion date (in the case of a conversion to Base
Rate Loans) and at least three Business Days in advance of the proposed
Conversion/Continuation Date (in the case of a conversion to, or a continuation
of, LIBOR Rate Loans).  Except as
otherwise provided herein, a Conversion/Continuation Notice for conversion to,
or continuation of, LIBOR Rate Loans (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination Date,
and the applicable Credit Party shall be bound to effect a conversion or
continuation in accordance therewith.


G.                                    Letter of Credit
Drawings.  The Borrower agrees to pay
to the Issuing Bank, with respect to drawings honored under any Letter of
Credit, interest on the amount paid by the Issuing Bank in respect of each such
honored drawing from the date such drawing is honored to but excluding the date
such amount is reimbursed by or on behalf of the Borrower at a rate equal to
(i) for the period from the date such drawing is honored to, but excluding, the
applicable Reimbursement Date, the Base Rate plus the Applicable Margin, and
(ii) thereafter, the Base Rate plus the Applicable Margin plus 2%.


H.                                    Computation of Interest
on Reimbursement Obligations. 
Interest payable pursuant to Section 2.5G shall be computed on the basis
of a 365/366 day year for the actual number of days elapsed in the period
during which it accrues, and shall be payable on demand or, if no demand is
made, on the date on which the related drawing under a Letter of Credit is
reimbursed in full.  Promptly upon
receipt by the Issuing Bank of any payment of interest pursuant to Section
2.5G, the Issuing Bank shall distribute to each Lender, out of the interest
received by the Issuing Bank in respect of the period from the date such
drawing is honored to, but excluding, the date on which the Issuing Bank is
reimbursed for the amount of such drawing (including any such reimbursement out
of the proceeds of any Loans), the amount that such Lender would have been
entitled to receive in respect of the letter of credit fee that would have been
payable in respect of such Letter of Credit for such period if no drawing had
been honored under such Letter of Credit. 
In the event the Issuing Bank shall have been reimbursed by the Lenders
for all or any portion of such honored drawing, the Issuing Bank shall
distribute to each Lender which has paid all amounts payable by it under
Section 2.2E with respect to such honored drawing such Lender’s Pro Rata Share
of any interest received by the Issuing Bank in respect of that portion of such
honored drawing so reimbursed by the Lenders for the period from the date on
which the Issuing Bank was so reimbursed by the Lenders to but excluding the
date on which such portion of such honored drawing is reimbursed by the
Borrower.


I.                                         Additional
Interest on LIBOR Rate Loans.  Each
Credit Party 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” (as such term is defined
in Regulation D), additional interest on the unpaid principal amount of each
LIBOR Rate Loan of such Lender, from the date of such Loan 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 LIBOR rate for the applicable
Interest Period for such Loan from (b) the rate obtained by dividing such LIBOR
rate by a percentage equal to 100% minus the Applicable Reserve Requirement
(expressed as a percentage) of such Lender for such Interest Period, payable on
each date on which interest is payable on such Loan.  Such Lender shall as soon as practicable
provide notice to the



 34
 









Administrative
Agent and the Borrower of any such additional interest arising in connection
with such Loan, which notice shall be conclusive and binding, absent
demonstrable error.


2.6                               Fees.


All fees referred to in this Section 2.6 shall be paid to the
Administrative Agent at its Funding and Payment Office and upon receipt, the
Administrative Agent shall promptly distribute to each Lender its Pro Rata
Share thereof.


(i)                                     The
Borrower agrees to pay to each Lender having Credit Exposure the fees listed
below.


(a)                                  Facility
Fee:  From the Effective Date until
the Maturity Date, the Borrower shall pay a facility fee (the “Facility Fee”) to each Lender, ratably in accordance
with such Lender’s then current Commitment, determined by reference to the
pricing grid set forth in the definition of Applicable Margin.  The Facility Fee shall be paid quarterly in
arrears and on the Maturity Date;


(b)                                 Utilization
Fee:  From the Effective Date until
the Maturity Date, for each day on which the outstanding principal amount of
the Loans exceeds 50% of the total Commitments, the Borrower shall pay a
utilization fee (the “Utilization Fee”)
to each Lender, ratably in accordance with such Lender’s outstanding Loans
during the applicable period, determined by reference to the pricing grid set
forth in the definition of Applicable Margin. 
The Utilization Fee will be paid quarterly in arrears and on the
Maturity Date; and


(c)                                  Letter
of Credit Fee:  From the Effective
Date until the Maturity Date, the Borrower shall pay letter of credit fees to
each Lender, ratably in accordance with its then current Commitment, equal to
(1) the Applicable Margin for LIBOR Rate Loans, times (2) the average aggregate
daily maximum amount available to be drawn under all Letters of Credit
(regardless of whether any conditions for drawing could then be met and
determined as of the close of business on any date of determination).


(ii)                                  The
Borrower agrees to pay directly to the Issuing Bank, for its own account, the
following fees:


(a)                                  a
fronting fee equal to 0.125% per annum (or such other rate as may be agreed to
by the Borrower and the Issuing Bank), times the average aggregate daily
maximum amount available to be drawn under all Letters of Credit (determined as
of the close of business on any date of determination); and


(b)                                 such
documentary and processing charges for any issuance, amendment, transfer or
payment of a Letter of Credit as are in accordance with the Issuing Bank’s
standard schedule for such charges and as in effect at the time of such
issuance, amendment, transfer or payment, as the case may be.


(iii)                               All
fees referred to in Section 2.6(i) and 2.6(ii)(a) shall be calculated on the
basis of a 360 day year and the actual number of days elapsed and shall be
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year during the



 35
 









Commitment
Period, commencing on the first such date to occur after the Effective Date,
and on the Maturity Date.


(iv)                              In
addition to any of the foregoing fees, the Borrower agrees to pay to the Lead
Arrangers and the Agents such other fees in the amounts and at the times
separately agreed upon in the Fee Letter.


2.7                               Provisions
Regarding Payments.


A.                                    Voluntary
Prepayments.


(i)                                     Any
time and from time to time:


(a)                                  the
Borrower may prepay any Base Rate Loans on any Business Day in whole or in
part, in an aggregate principal amount of $5,000,000 or a higher integral
multiple of $1,000,000; provided, that if Loans are made pursuant to
Section 2.2D, then during the thirty (30) days after the making of such Loans,
the Borrower may make one prepayment of Base Rate Loans in any amount so long
as after giving effect thereto, the aggregate principal amount of all Base Rate
Loans is an integral multiple of $1,000,000; and


(b)                                 the
Borrower may prepay any Borrowing of LIBOR Rate Loans on any Business Day in
whole or in part in an aggregate principal Dollar Amount of $5,000,000 or a
higher integral multiple of 1,000,000 units of the applicable currency.


(ii)                                  All
prepayments shall be made upon prior written or telephonic notice received by
the Administrative Agent not later than 11:00 a.m. (New York City time):


(a)                                  In the case of Base Rate Loans, on
the date of such prepayment; and


(b)                                 In the case of LIBOR Rate Loans, two
(2) Business Days’ prior to the date of such prepayment;


and, if such notice is given by telephone, such notice
shall be promptly confirmed in writing to the Administrative Agent (and the
Administrative Agent will promptly transmit such telephonic or original notice
for the Loans by facsimile or telephone to each Lender).  Upon the giving of any such notice, the
principal amount of the Loans specified in such notice shall become due and
payable on the prepayment date specified therein.


B.                                    Voluntary
Commitment Reductions.


(i)                                     The
Credit Parties may, upon not less than three (3) Business Days’ prior written
or telephonic notice confirmed in writing to the Administrative Agent (which
original written or telephonic notice the Administrative Agent will promptly
transmit by facsimile or telephone to each applicable Lender), at any time and
from time to time terminate in whole or permanently reduce in part, without
premium or penalty, the Commitments in an amount up to the amount by which the
Commitments exceed the Total Utilization of Commitments at the time



 36
 









of such
proposed termination or reduction; provided any such partial reduction
of the Commitments shall be in the amount of $5,000,000 or a higher integral
multiple of $1,000,000.


(ii)                                  The
Credit Parties’ notice to the Administrative Agent shall designate the date
(which shall be a Business Day) of such termination or reduction and the amount
of any partial reduction, and such termination or reduction of the Commitments
shall be effective on the date specified in the Borrower’s notice and shall
reduce the Commitment of each Lender proportionately to its Pro Rata Share
thereof.


C.                                    Mandatory
Prepayments.  Subject to Section
2.10B, the Credit Parties shall from time to time prepay the Loans to the
extent necessary so that the Total Utilization of Commitments shall not at any
time exceed the Commitments then in effect.


D.                                    Application of Prepayments/Reductions.  Unless otherwise
specified by the applicable Credit Party in a notice of prepayment,


(a) any amount to be applied
pursuant to Section 2.7A or C shall be applied as follows:


first, to prepay outstanding reimbursement obligations
with respect to Letters of Credit;


second, to prepay Loans to the full extent thereof; and


third, to cash collateralize Letters of Credit; and


(b) considering each Type of Loan
being prepaid separately, any prepayment thereof shall be applied first to Base
Rate Loans to the full extent thereof before application to LIBOR Rate Loans, in
each case in a manner which minimizes the amount of any payments required to be
made by the Credit Parties pursuant to Section 2.9C.


E.                                      General
Provisions Regarding Payments.


(i)                                     Manner
and Time of Payment.  All payments by
the Credit Parties of principal, interest, fees and other Obligations shall be
made in Dollars or, with respect to Alternative Currency Loans, in the relevant
Alternative Currency in same day funds, without defense, set-off or
counterclaim, free of any restriction or condition, and delivered to the
Administrative Agent not later than 12:00 p.m. (New York City time) on the date
due at the Funding and Payment Office for the account of the Lenders; funds
received by the Administrative Agent after that time on such due date shall be
deemed to have been paid by the applicable Credit Party on the next succeeding
Business Day.


(ii)                                  Payments
on Business Days.  Subject to the
provisions of Section 2.5B with respect to Interest Periods, whenever any
payment to be made hereunder shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day
and such extension of time shall be included in the computation of the payment
of interest hereunder.



 37
 









(iii)                               Application
of Payments to Principal and Interest. 
All payments in respect of the principal amount of the Loans shall
include payment of accrued interest on the principal amount being repaid or
prepaid, and all such payments shall be applied to the payment of interest
before application to principal.


(iv)                              Distribution
to Lenders.  The Administrative Agent
shall promptly distribute to each Lender at such address as such Lender shall
indicate in writing, such Lender’s applicable Pro Rata Share of all payments
and prepayments of principal and interest due hereunder, together with all
other amounts due thereto, including all fees payable with respect thereto, to
the extent received by Administrative Agent.


(v)                                 Withdrawal
of Notice.  Notwithstanding the
foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn
as to any Affected Lender or if any Affected Lender makes Base Rate Loans in
lieu of its Pro Rata Share of any LIBOR Rate Loans, the Administrative Agent
shall give effect thereto in apportioning payments received thereafter.


(vi)                              Authorization
to Charge Accounts.  Each Credit
Party hereby authorizes the Administrative Agent to charge such Credit Party’s
accounts with the Administrative Agent in order to cause timely payment to be
made to the Administrative Agent of all principal, interest, fees and expenses
due hereunder (subject to sufficient funds being available in its accounts for
that purpose).


(vii)                           Non-Conforming
Payments.  The Administrative Agent
shall deem any payment by or on behalf of any Credit Party hereunder that is
not made in same day funds prior to 12:00 p.m. (New York City time) to be a
non-conforming payment.  Any such payment
shall not be deemed to have been received by the Administrative Agent until the
later of (i) the time such funds become available funds, and (ii) the
applicable next Business Day.  The
Administrative Agent shall give prompt telephonic notice to the applicable
Credit Party and each applicable Lender (confirmed in writing) if any payment
is non-conforming.  Any non-conforming
payment may constitute or become a Potential Event of Default or Event of
Default in accordance with the terms of Section 8.1.  Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding applicable Business Day) at the rate determined
pursuant to Section 2.5D from the date such amount was due and payable until
the date such amount is paid in full.


2.8                               Increased
Costs; Taxes.


A.                                    Compensation for
Increased Costs and Taxes.  Subject
to the provisions of Section 2.8B (which shall be controlling with respect to
the matters covered thereby), in the event that any Lender shall determine
(which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto) that any law, treaty or governmental rule,
regulation or order, or any change therein or in the interpretation,
administration or application thereof (including the introduction of any new
law, treaty or governmental rule, regulation or order), or any determination of
a court or Governmental Authority, in each case that becomes effective after
the date hereof, or compliance by such Lender with any guideline, request or



 38
 









directive
issued or made after the date hereof by any central bank or other governmental
or quasi-governmental authority (whether or not having the force of law):


(i)                                     subjects
such Lender (or its applicable lending office) to any additional Tax (other
than any Tax on the overall net income of such Lender) with respect to this
Agreement or any of the other Loan Documents or any of its obligations
hereunder or thereunder or any payments to such Lender (or its applicable
lending office) of principal, interest, fees or any other amount payable
hereunder;


(ii)                                  imposes,
modifies or holds applicable any reserve (including any marginal, emergency,
supplemental, special or other reserve), special deposit, compulsory loan,
Federal Deposit Insurance Corporation insurance or similar requirement against
assets held by, or deposits or other liabilities in or for the account of, or
advances or loans by, or other credit extended by, or any other acquisition of
funds by, any office of such Lender (other than any such reserve or other
requirements with respect to LIBOR Rate Loans that are reflected in the
definition of LIBOR); or


(iii)                               imposes
any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder or
the London interbank market;


and the result of any of the foregoing is to increase the cost to such
Lender of agreeing to make, making or maintaining Loans hereunder or to reduce
any amount received or receivable by such Lender (or its applicable lending
office) with respect thereto; then, in any such case, the Credit Parties shall
promptly pay to such Lender, upon receipt of the statement referred to in the
next sentence, such additional amount or amounts (in the form of an increased rate
of, or a different method of calculating, interest or otherwise as such Lender
in its sole discretion shall determine) as may be necessary to compensate such
Lender for any such increased cost or reduction in amounts received or
receivable hereunder.  Such Lender shall
deliver to the Credit Parties (with a copy to the Administrative Agent) a
written statement, setting forth in reasonable detail the basis for, and a
calculation in reasonable detail of, the additional amounts owed to such Lender
under this Section 2.8A, which statement shall be conclusive and binding upon
all parties hereto absent manifest error.


B.                                    Withholding of
Taxes.


(i)                                     Payments
to Be Free and Clear.  All sums
payable by any Credit Party under this Agreement and the other Loan Documents
shall (except to the extent required by law) be paid free and clear of, and
without any deduction or withholding on account of, any Tax (other than a Tax
on the overall net income of any Lender) imposed, levied, collected, withheld
or assessed by or within the United States of America or any political
subdivision in or of the United States of America or any other jurisdiction
from or to which a payment is made by or on behalf of any Credit Party or by
any federation or organization of which the United States of America or any
such jurisdiction is a member at the time of payment.


(ii)                                  Grossing-up
of Payments.  If any Credit Party or
any other Person is required by law to make any deduction or withholding on
account of any such Tax from any sum



 39
 









paid or payable
by such Credit Party to the Administrative Agent or any Lender under any of the
Loan Documents:


(a)                                  such
Credit Party shall notify the Administrative Agent of any such requirement or
any change in any such requirement as soon as such Credit Party becomes aware
of it;


(b)                                 such
Credit Party shall pay any such Tax before the date on which penalties attach
thereto, such payment to be made (if the liability to pay is imposed on such
Credit Party) for its own account or (if that liability is imposed on the Administrative
Agent or such Lender, as the case may be) on behalf of and in the name of the
Administrative Agent or such Lender;


(c)                                  the
sum payable by such Credit Party in respect of which the relevant deduction,
withholding or payment is required shall be increased to the extent necessary
to ensure that, after the making of that deduction, withholding or payment, the
Administrative Agent or such Lender, as the case may be, receives on the due
date and retains a net sum equal to what it would have received and retained
had no such deduction, withholding or payment been required or made; and


(d)                                 within
thirty (30) days after paying any sum from which it is required by law to make
any deduction or withholding, and within thirty (30) days after the due date of
payment of any Tax which it is required by clause (b) above to pay, such Credit
Party shall deliver to the Administrative Agent evidence reasonably
satisfactory to the other affected parties of such deduction, withholding or
payment and of the remittance thereof to the relevant taxing or other
authority.


(iii)                               Evidence
of Exemption from U.S. Withholding Tax.


(a)                                  Each
Lender that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes
(a “Non-US Lender”) shall deliver
to the Administrative Agent for transmission to the Credit Parties, on or prior
to the Effective Date (in the case of each Lender listed on the signature pages
hereof on the Effective Date) or on or prior to the date of the Assumption
Agreement or Assignment Agreement, as applicable, pursuant to which it becomes
a Lender (in the case of each other Lender), and at such other times as may be
necessary in the determination of the Credit Parties or Administrative Agent
(each in the reasonable exercise of its discretion), (x) two original copies of
Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms),
properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code or reasonably requested
by the Credit Parties to establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to any payments
to such Lender of principal, interest, fees or other amounts payable under any
of the Loan Documents.


(b)                                 Each
Lender required to deliver any forms, certificates or other evidence with
respect to United States federal income tax withholding matters pursuant to
Section 2.8B(iii)(a) hereby agrees, from time to time after the initial
delivery by such Lender of



 40
 









such forms,
certificates or other evidence, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence obsolete or
inaccurate in any material respect, that such Lender shall promptly (1) deliver
to Administrative Agent for transmission to the Borrower two new original
copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate re
Non-Bank Status and two (2) original copies of Internal Revenue Service Form
W-8BEN (or any successor form), as the case may be, properly completed and duly
executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by the Credit Parties to confirm
or establish that such Lender is not subject to deduction or withholding of
United States federal income tax with respect to payments to such Lender under
the Loan Documents or (2) notify Administrative Agent and the Borrower of its
inability to deliver any such forms, certificates or other evidence.


(c)                                  The
Credit Parties shall not be required to pay any additional amount to any Non-US
Lender under clause (c) of Section 2.8B(ii) if such Lender shall have failed to
satisfy the requirements of clause (a) or (b)(1) of this Section 2.8B(iii); provided
that if such Lender shall have satisfied the requirements of Section
2.8B(iii)(a) on the Effective Date or on the date of the Assumption Agreement
or Assignment Agreement, as applicable, pursuant to which it became a Lender,
as applicable, nothing in this Section 2.8B(iii)(c) shall relieve the Credit
Parties of its obligation to pay any additional amounts pursuant to clause (c)
of Section 2.8B(ii) in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change
in the interpretation, administration or application thereof, such Lender is no
longer properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender is not subject to
withholding as described herein.


(iv)                              If a
payment is made by a Credit Party under the foregoing provisions of this
Section 2.8(B) for the account of any Lender and such Lender, in its sole
opinion, determines that it has irrevocably received or been granted a credit
against, or relief or remission from, or repayment or refund of, any tax paid
or payable by it in respect of or calculated with reference to the deduction or
withholding giving rise to such additional payment, such Lender shall, to the
extent that it determines that it can do so without prejudice to the retention
of the amount of such credit, relief, remission or repayment, pay to such
Credit Party such amount as such Lender shall, in its sole opinion, have determined
is attributable to such deduction or withholding and will leave such Lender
(after such payment) in no worse position than it would have been had such
Credit Party not been required to make such deduction or withholding.  Nothing contained herein shall (i) interfere
with the right of a Lender to arrange its tax affairs in whatever manner it
thinks fit, (ii) oblige any Lender to disclose any information relating to its
tax affairs or any computations in respect thereof or (iii) require any Lender
to take or refrain from taking any action that would prejudice its ability to
benefit from any other credit, relief, remission, repayment or refund to which
it may be entitled.


(v)                                 Evidence
of Exemption from Applicable Withholding Tax.  Any Lender that is entitled to an exemption
from or reduction of withholding tax imposed by the jurisdiction in which a
Subsidiary Borrower is organized (the “Relevant Jurisdiction”) with respect to
payments under this Agreement shall deliver to the relevant Subsidiary Borrower
(with a copy to the Administrative Agent) within 15 Business Days following
receipt of the written notice referred to below, such properly completed and
executed documentation as is reasonably



 41
 









requested by
such Subsidiary Borrower or the Administrative Agent in order to permit such
payments to be made with the benefit of such exemption or reduction (and shall
make application to the relevant Governmental Authority for exemption or
reduced rates if it is the party required by law to do so), provided
that such Lender has received written notice from such Subsidiary Borrower or
the Administrative Agent identifying the requirements for such exemption or
reduction, supplying all applicable documentation and specifying the time
period within which documentation is to be provided under this Section 2.8B(v)
(or such application is to be made). 
Without limiting the Lenders’ obligations under the preceding sentence,
each Lender agrees that it will, without material cost or other material
disadvantage (as determined in such Lender’s good faith judgment), cooperate
with such Subsidiary Borrower to minimize the applicable withholding tax
burdens in the Relevant Jurisdiction.  If
any Lender becomes subject to any Tax because it fails to comply with this
Section 2.8B(v), each Subsidiary Borrower shall take such steps as such Lender
shall reasonably request to assist such Lender to recover such Tax.  The Administrative Agent agrees that it will
provide administrative and ministerial assistance to each relevant Subsidiary
Borrower with respect to any payments made by such Subsidiary Borrower to the
Lenders, and the calculation, reporting, withholding and remitting of any Taxes
imposed by Canada or Ireland to the appropriate Governmental Authority.  Notwithstanding the foregoing, (a) the
Subsidiary Borrowers shall retain primary responsibility for ascertaining the
requirements of Applicable Law and providing to the Lenders the written notice
described in the first sentence of this Section 2.8B(v), and (b) no failure by
the Administrative Agent to meet any obligations under this Section 2.8B(v)
shall operate to excuse any Subsidiary Borrower from its obligations to the
Lenders under this Section 2.8B(v).


C.                                    Capital Adequacy
Adjustment.  In the event that any
Lender shall have determined that the adoption, effectiveness, phase-in or
applicability after the Effective Date of any law, rule or regulation (or any
provision thereof) regarding capital adequacy, or any change therein after the
Effective Date or in the interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Lender (or its
applicable lending office) with any guideline, request or directive regarding
capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency issued after the
Effective Date, has or would have the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender’s Loans or Commitment, or
participations therein or other obligations hereunder with respect to the Loans
to a level below that which such Lender or such controlling corporation could
have achieved but for such adoption, effectiveness, phase-in, applicability,
change or compliance (taking into consideration the policies of such Lender or
such controlling corporation with regard to capital adequacy), then from time
to time, the Credit Parties shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction.  Such
Lender shall deliver to the Credit Parties (with a copy to the Administrative
Agent) a written statement, setting forth in reasonable detail the basis for,
and calculation in reasonable detail of, the additional amounts owed to the
Lender under this Section 2.8C, which statement shall be conclusive and binding
upon all parties hereto absent manifest error.



 42
 









2.9                               Special
Provisions Governing LIBOR Rate Loans.


Notwithstanding any other provision of this Agreement to the contrary,
the following provisions shall govern with respect to LIBOR Rate Loans as to
the matters covered:


A.                                    Inability to
Determine Applicable Interest Rate. 
In the event that the Administrative Agent shall have determined (which
determination shall be final and conclusive and binding upon all parties
hereto), on any Interest Rate Determination Date with respect to any Borrowing
of LIBOR Rate Loans, that by reason of circumstances affecting the interbank
LIBOR market adequate and fair means do not exist for ascertaining the interest
rate applicable to such Loans on the basis provided for in the definition of
LIBOR Rate, the Administrative Agent shall on such date give notice (by
facsimile or by telephone confirmed in writing) to the Credit Parties and each
Lender of such determination, whereupon (i) no Loans may be made as, or
converted to, LIBOR Rate Loans until such time as the Administrative Agent
notifies the Credit Parties and the Lenders that the circumstances giving rise
to such notice no longer exist, and (ii) any Notice of Borrowing or
Conversion/Continuation Notice given by any Credit Party with respect to the
Loans in respect of which such determination was made shall be deemed to be
rescinded by such Credit Party.


B.                                    Illegality or
Impracticability of LIBOR Rate Loans. 
In the event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with Credit Parties and the Administrative Agent)
that the making, maintaining or continuation of its LIBOR Rate Loans in Dollars
or any Alternative Currency (i) has become unlawful as a result of compliance
by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
even though the failure to comply therewith would not be unlawful) or (ii) has
become impracticable, or would cause such Lender material hardship, as a result
of contingencies occurring after the date of this Agreement which materially
and adversely affect the interbank LIBOR market or the position of such Lender
in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day
give notice (by facsimile or by telephone confirmed in writing) to the Credit
Parties and the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each other Lender).  Thereafter (a) (i) if such LIBOR Rate
Loan is denominated in Dollars, it shall be Converted into a Base Rate Loan and
(ii) if such LIBOR Rate Loan is denominated in any Alternative Currency,
it shall be exchanged into an Equivalent amount of Dollars and be Converted
into a Base Rate Loan and (b) the obligation of the Lenders to make LIBOR
Rate Loans in the affected currency or to Convert Loans into LIBOR Rate Loans
shall be suspended until the Administrative Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist.


C.                                    Compensation For
Breakage.  The Credit Parties shall
compensate each Lender upon written request by such Lender (which request shall
set forth the basis for requesting such amounts and a calculation thereof in
reasonable detail) for all reasonable losses, expenses and liabilities
(including any interest paid by such Lender to lenders of funds borrowed by it
to make or carry its LIBOR Rate Loans and any loss, expense or liability
sustained by such Lender in connection with the liquidation or re-employment of
such funds, but excluding lost profits)



 43
 









which that
Lender may sustain:  (i) if for any
reason (other than a default by such Lender) a LIBOR Rate Loan is not made on a
date specified therefor in a Notice of Borrowing or a telephonic request for
borrowing, or a conversion to or continuation of any LIBOR Rate Loan does not
occur on a date specified therefor in a Conversion/Continuation Notice or a
telephonic request for conversion or continuation, (ii) if any prepayment or
other principal payment of, or any conversion of, any of its LIBOR Rate Loans
occurs on a date other than the last day of an Interest Period applicable to
such LIBOR Rate Loan or (iii) if any prepayment of any LIBOR Rate Loan made by
such Lender is not made on any date specified in a notice of prepayment given
by the Borrower.


D.                                    Booking of LIBOR
Rate Loans.  Any Lender may make,
carry or transfer LIBOR Rate Loans at, to, or for the account of any of its
branch offices or the office of an Affiliate of that Lender.


E.                                      Assumptions
Concerning Funding of LIBOR Rate Loans. 
Calculation of all amounts payable to a Lender under this Section 2.9
and under Section 2.8A shall be made as though that Lender had actually funded
each of its relevant LIBOR Rate Loans through the purchase of a LIBOR deposit
bearing interest at the rate obtained pursuant to the definition of LIBOR in an
amount equal to the amount of such LIBOR Rate Loan and having a maturity
comparable to the relevant Interest Period and through the transfer of such
LIBOR deposit from an offshore office of that Lender to a domestic office of
that Lender in the United States of America; provided, however, that each
Lender may fund each of its LIBOR Rate Loans in any manner it sees fit and the
foregoing assumptions shall be utilized only for the purposes of calculating
amounts payable under this Section 2.9 and under Section 2.8A and 2.8C.


2.10                        Matters
Relating to Currency Exchange Rates and Conversion of Amounts to Alternative
Currencies.


A.                                    Spot Rate
Calculation.  The Administrative
Agent shall determine the Dollar Amount of each Alternative Currency Loan as of
(x) the first day of each Interest Period applicable thereto and (y) the last
Business Day of each calendar month, and such calculation shall remain in
effect for purposes of this Agreement until the next date on which an event
described in this Section 2.10A occurs and a recalculation is made.  The Administrative Agent shall promptly
notify the applicable Credit Party and the Lenders of each Dollar Amount so
determined by it.  Each such
determination shall be based on the Spot Rate (x) on the date of the related
Notice of Borrowing for purposes of the initial such determination for any
Alternative Currency Loan and (y) on the fourth Business Day prior to the date
as of which such Dollar Amount is to be determined, for purposes of any
subsequent determination.


B.                                    Prepayment.  If after giving effect to any such
determination of a Dollar Amount, the Total Utilization of Commitments exceeds
105% of the Commitments or the aggregate Dollar Amount of Alternative Currency
Loans exceeds 105% of the Alternative Currency Sublimit, the Credit Parties
shall, within five Business Days of receipt of notice thereof from the
Administrative Agent setting forth such calculation in reasonable detail,
prepay outstanding Loans (as selected by the Credit Parties and notified to the
Lenders through the Administrative Agent not less than three Business Days
prior to the date of prepayment) or take other action (including, in the Credit
Parties’ discretion, Dollar cash collateralization of Letters of



 44
 









Credit
pursuant to documentation reasonably satisfactory to the Administrative Agent
in amounts from time to time equal to such excess) to the extent necessary to
eliminate any such excess.


C.                                    Conversion of
Amounts to Applicable Currencies.  To
the extent funds received by the Administrative Agent (or debited from any
Person’s account with the Administrative Agent) must be converted into Dollars
or an Alternative Currency for any payment required hereunder, the
Administrative Agent shall effect such conversion on the applicable payment
date on the basis of the Spot Rate then in effect.


2.11                        Defaulting
Lenders.


Anything contained herein to the contrary notwithstanding, in the event
that any Lender defaults (a “Defaulting Lender”)
in its obligation to fund (a “Funding Default”)
any Loan or its portion of any unreimbursed payment under Section 2.2D (in each
case, a “Defaulted Loan”), then (a) during any
Default Period with respect to such Defaulting Lender, such Defaulting Lender
shall be deemed not to be a “Lender” for purposes of voting on any matters
(including the granting of any consents or waivers) with respect to any of the
Loan Documents; (b) to the extent permitted by Applicable Law, until such time
as the Default Excess with respect to such Defaulting Lender shall have been
reduced to zero, (i) any voluntary prepayment of the Loans shall, if the
applicable Credit Party so directs at the time of making such voluntary
prepayment, be applied to the Loans of other Lenders as if such Defaulting
Lender had no Loans outstanding and the Credit Exposure of such Defaulting
Lender were zero, and (ii) any mandatory prepayment of the Loans shall, if the
applicable Credit Party so directs at the time of making such mandatory
prepayment, be applied to the Loans of other Lenders (but not to the Loans of
such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted
Loans of such Defaulting Lender, it being understood and agreed that the
applicable Credit Party shall be entitled to retain any portion of any
mandatory prepayment of the Loans that is not paid to such Defaulting Lender
solely as a result of the operation of the provisions of this clause (b); (c)
such Defaulting Lender’s Commitment and outstanding Loans and such Defaulting Lender’s
Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of
calculating the Facility Fee payable to Lenders in respect of any day during
any Default Period with respect to such Defaulting Lender, and such Defaulting
Lender shall not be entitled to receive any Facility Fee pursuant to Section
2.6 with respect to such Defaulting Lender’s Commitment in respect of any
Default Period with respect to such Defaulting Lender; and (d) the Total
Utilization of Commitments as at any date of determination shall be calculated
as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting
Lender.  No Commitment of any Lender
shall be increased or otherwise affected, and, except as otherwise expressly
provided in this Section 2.11, performance by the Credit Parties of their
Obligations shall not be excused or otherwise modified as a result of any
Funding Default or the operation of this Section 2.11.  The rights and remedies against a Defaulting
Lender under this Section 2.11 are in addition to other rights and remedies
which the Credit Parties may have against such Defaulting Lender with respect
to any Funding Default and which the Administrative Agent or any Lender may
have against such Defaulting Lender with respect to any Funding Default.



 45
 









2.12                        Removal
or Replacement of a Lender.


Anything contained herein to the contrary notwithstanding, in the event
that any Lender shall give notice to the Credit Parties that such Lender is an
Affected Lender or that such Lender is entitled to receive payments under
Section 2.8 or 2.9, if the circumstances which have caused such Lender to be an
Affected Lender or which entitle such Lender to receive such payments shall
remain in effect, and such Lender shall fail to withdraw such notice within five
(5) Business Days after receipt by such Lender of a written request for such
withdrawal from a Credit Party; then, with respect to each such Lender (the “Terminated Lender”), the Credit Parties may, by giving
written notice to the Administrative Agent and any Terminated Lender of its
election to do so, elect to cause such Terminated Lender (and such Terminated
Lender hereby irrevocably agrees) to assign its outstanding Loans in full to
one or more Eligible Assignees (each a “Replacement Lender”)
in accordance with the provisions of Section 9.1 for a purchase price equal to
the outstanding principal amount of the Loans assigned and accrued interest
thereon and accrued and theretofore unpaid fees owing to such Terminated Lender
under Section 2.6 through the date of assignment, to be paid by the Replacement
Lender; provided that concurrently with such assignment, the Credit
Parties shall pay any amounts payable to such Terminated Lender to the date of
such assignment pursuant to Sections 2.8 or 2.9 or otherwise as if it were a
prepayment.  Upon the completion of such
assignment and the prepayment of all amounts owing to any Terminated Lender,
such Terminated Lender shall no longer constitute a “Lender” for purposes
hereof; provided that any rights of such Terminated Lender to
indemnification hereunder shall survive as to such Terminated Lender.


2.13                        Mitigation.


A.                                    Each Lender
agrees that, as promptly as practicable after the officer of such Lender
responsible for administering the Loans of such Lender becomes aware of the
occurrence of an event or the existence of a condition that would cause such
Lender to become an Affected Lender or that would entitle such Lender to
receive payments under Section 2.8 or 2.9, it will, to the extent not
inconsistent with the internal policies of such Lender and any applicable legal
or regulatory restrictions, use reasonable efforts (i) to make, issue, fund or
maintain the Commitment of such Lender or the affected Loans of such Lender
through another lending office of such Lender, or (ii) take such other measures
as such Lender may deem reasonable, if as a result thereof the circumstances
which would cause such Lender to be an Affected Lender would cease to exist or
the additional amounts which would otherwise be required to be paid to such
Lender pursuant to Section 2.8 or 2.9 would be materially reduced and if, as
determined by such Lender in its sole discretion, the making, issuing, funding
or maintaining of such Commitment or Loans through such other lending office or
in accordance with such other measures, as the case may be, would not otherwise
adversely affect such Commitment or Loans or the interests of such Lender; provided
that such Lender will not be obligated to utilize such other lending office
pursuant to this Section 2.13 unless the Credit Parties agree to pay all
incremental expenses incurred by such Lender as a result of utilizing such
other lending office as described in clause (i) above.  A certificate as to the amount of any such
expenses payable by the Credit Parties pursuant to this Section 2.13 (setting
forth in reasonable detail the basis for requesting such amount and a
calculation thereof in reasonable detail) submitted by such Lender to the
Credit Parties (with a copy to the Administrative Agent) shall be conclusive
absent manifest error.


 


 



 46















B.                                    Notwithstanding the provisions of Section
2.8, if any Lender fails to notify the Borrower of any event or circumstance
which will entitle such Lender to compensation pursuant to Section 2.8 within
365 days after such Lender obtains knowledge of such event or circumstance,
then such Lender shall not be entitled to compensation from the Borrower for
any amount arising prior to the date which is 365 days before the date on which
such Lender notifies the Borrower of such event or circumstance.


2.14                        Increase
in the Aggregate Commitments.


A.                                    The Borrower may, at any time but in any
event not more than twice in any calendar year prior to the Maturity Date
(unless the Administrative Agent otherwise consents), by notice to the
Administrative Agent, request that the aggregate amount of the Commitments be
increased by (i) increasing the amount of the Commitment of any Lender which
has agreed to such increase (any such Lender, an “Increasing Lender”)
and/or (ii) adding one or more Eligible Assignees as parties hereto with
Commitments in an amount agreed to by such respective Eligible Assignees;
provided that (a) the aggregate amount of any such increase (for all Increasing
Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a
higher integral multiple of $5,000,000, (b) the amount of the Commitment of any
Eligible Assignee that is not already a Lender shall be not less than
$5,000,000, (c) any such increase shall be effective as of a date that is at
least 90 days prior to the scheduled Maturity Date then in effect (the “Increase Date”) as specified in the related notice to the
Administrative Agent; (d) in no event shall the aggregate amount of the
Commitments at any time exceed $500,000,000 and (iv) on the date of any request
by the Borrower for a Commitment Increase and on the related Increase Date, the
conditions set forth in Section 3.3 shall be satisfied.


B.                                    On each Increase Date, each Eligible Assignee
that has agreed to participate in the applicable Commitment Increase (each such
Eligible Assignee and each Eligible Assignee that agrees to an extension of the
Maturity Date in accordance with Section 2.15C, an “Assuming Lender”)
shall become a Lender party to this Agreement as of such Increase Date and the
Commitment of each Increasing Lender shall be increased by the amount agreed
upon by such Lender and the Borrower; provided, however, that the
Administrative Agent shall have received on or before such Increase Date the
following, each dated such date:


(i)                                     (A)
certified copies of resolutions of the Board of Directors of the Borrower or
the Executive Committee of such Board approving the Commitment Increase and the
corresponding modifications to this Agreement and (B) an opinion of counsel for
the Borrower (which may be in-house counsel), in form and substance reasonably
satisfactory to the Administrative Agent and its counsel;


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


(iii)                               confirmation
from each Increasing Lender of the increase in the amount of its Commitment in
a writing satisfactory to the Borrower and the Administrative Agent.



 47
 









On each Increase
Date, upon fulfillment of the conditions set forth in the immediately preceding
sentence, the Administrative Agent shall notify the Lenders (including each
Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time),
by facsimile, 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.  Each Increasing Lender and each Assuming
Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make
available to the Administrative Agent at the Funding and Payment Office, in
same day funds, in the case of such Assuming Lender, an amount equal to such Assuming
Lender’s ratable portion of the Loans then outstanding (calculated based on its
Commitment as a percentage of the aggregate Commitments outstanding after
giving effect to the relevant Commitment Increase) and, in the case of such
Increasing Lender, an amount equal to the excess of (i) such Increasing
Lender’s ratable portion of the Loans then outstanding (calculated based on its
Commitment as a percentage of the aggregate Commitments outstanding after
giving effect to the relevant Commitment Increase) over (ii) such Increasing
Lender’s ratable portion of the Loans then outstanding (calculated based on its
Commitment (without giving effect to the relevant Commitment Increase) as a
percentage of the aggregate Commitments (without giving effect to the relevant
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 in an amount
to each other Lender such that the aggregate amount of the outstanding Loans
owing to each Lender after giving effect to such distribution equals such
Lender’s ratable portion of the aggregate Loans then outstanding (calculated
based on its Commitment as a percentage of the aggregate Commitments
outstanding after giving effect to the relevant Commitment Increase).


2.15                        Extension
of Maturity Date.


A.                                    At least 45 days but not more than 60 days
prior to the first or second anniversary of the Effective Date (or both), the
Borrower, by written notice to the Administrative Agent, may request an
extension of the Maturity Date in effect at such time by one year from its then
scheduled expiration.  The Administrative
Agent shall promptly notify each Lender of such request, and each Lender shall
in turn, in its sole discretion, not later than 20 days prior to such
anniversary date, notify the Borrower and 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 and the Borrower in writing of its consent to any such
request for extension of the Maturity Date at least 20 days prior to the
applicable anniversary date, such Lender shall be deemed to be a Non-Consenting
Lender with respect to such request.  The
Administrative Agent shall notify the Borrower not later than 15 days prior to
the applicable anniversary date of the decision of the Lenders regarding the
Borrower’s request for an extension of the Maturity Date.


B.                                    If all the Lenders consent in writing to any
such request in accordance with Section 2.15A, the Maturity Date in effect at
such time shall, effective as at the Maturity Date (the “Extension Date”), be extended for one year; provided
that on each Extension Date the conditions set forth in Section 3.3 shall be
satisfied.  If less than all of the
Lenders consent in writing to any such request in accordance with Section
2.15A, the Maturity Date in effect at such time shall, effective as at the
applicable Extension Date and subject to Section 2.15D, be extended as to those
Lenders that so consented (each a “Consenting
Lender”) but shall not be



 48
 









extended
as to any other Lender (each a “Non-Consenting Lender”).  To the extent that the Maturity Date is not
extended as to any Lender pursuant to this Section 2.15 and the Commitment of
such Lender is not assumed in accordance with Section 2.15C on or prior to the
applicable Extension Date, the Commitment of such Non-Consenting Lender shall
automatically terminate in whole on such unextended Maturity Date without any
further notice or other action by the Borrower, such Lender or any other
Person; provided that such Non-Consenting Lender’s rights under Sections
2.8 and 9.3, and its obligations under Section 10.4, shall survive the Maturity
Date for such Lender as to matters occurring prior to such date.  It is understood and agreed that no Lender
shall have any obligation whatsoever to agree to any request made by the
Borrower for any requested extension of the Maturity Date.


C.                                    If less than all of the Lenders consent to
any such request pursuant to Section 2.15A, the Borrower may arrange for one or
more Consenting Lenders or other Eligible Assignees as Assuming Lenders to
assume, effective as of the Extension Date, any Non-Consenting Lender’s
Commitment and all of the obligations of such Non-Consenting Lender under this
Agreement thereafter arising, 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 as a result of such
substitution shall in no event be less than $5,000,000 unless the amount of the
Commitment of such Non-Consenting Lender is less than $5,000,000, 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 (A) the aggregate principal amount of, and any interest
accrued and unpaid to the effective date of the assignment on, the outstanding
Loans, if any, of such Non-Consenting Lender plus (B) any accrued but
unpaid facility fees owing to such Non-Consenting Lender as of the effective
date of such assignment;


(ii)                                  all
additional costs reimbursements, expense reimbursements and indemnities payable
to such Non-Consenting Lender, and all other accrued and unpaid amounts owing
to such Non-Consenting Lender hereunder, as of the effective date of such
assignment shall have been paid to such Non-Consenting Lender; and


(iii)                               with
respect to any such Assuming Lender, the applicable processing and recordation
fee required under Section 9.15B for such assignment shall have been paid;


provided
further that such Non-Consenting Lender’s rights under Sections 2.8 and
9.3, and its obligations under Section 10.4, shall survive such substitution as
to matters occurring prior to the date of substitution.  At least three Business Days prior to any
Extension Date, (A) each such Assuming Lender, if any, shall have delivered to
the Borrower and the Administrative Agent an Assumption Agreement, duly
executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and
the Administrative Agent, (B) any such Consenting Lender shall have delivered
confirmation in writing satisfactory to the Borrower and the Administrative
Agent as to the increase in the amount of its Commitment and (C) each
Non-Consenting Lender being replaced pursuant to this Section 2.15 shall have
delivered to the Administrative Agent any Note or Notes held by such Non-Consenting
Lender.  Upon the payment or prepayment
of all amounts referred to in clauses (i), (ii) and (iii) of the immediately
preceding sentence, each such



 49
 









Consenting Lender
or Assuming Lender, as of the Extension Date, will be substituted for such
Non-Consenting Lender under this Agreement and shall be a Lender for all
purposes of this Agreement, without any further acknowledgment by or the
consent 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 (after giving effect to any assignments or
assumptions pursuant to Section 2.15C) Lenders having Commitments equal to at
least 50% of the Commitments in effect immediately prior to the Extension Date
consent in writing to a requested extension (whether by execution or delivery
of an Assumption Agreement or otherwise) not later than one Business Day prior
to such Extension Date, the Administrative Agent shall so notify the Borrower,
and, subject to the satisfaction of the conditions in Section 3.3, the Maturity
Date then in effect shall be extended for the additional one-year period as
described in Section 2.15A, and all references in this Agreement, and in the
Notes, if any, to the “Maturity Date” shall, with respect to each Consenting
Lender and each Assuming Lender for such Extension Date, refer to the Maturity
Date as so extended.  Promptly following
each Extension Date, the Administrative Agent shall notify the Lenders (including
each Assuming Lender) of the extension of the scheduled Maturity 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.


SECTION 3.    
CONDITIONS PRECEDENT


3.1                               Conditions
to Effectiveness.


The
obligations of the Lenders to make Credit Extensions on the Effective Date are
subject to the satisfaction of the following conditions prior to or on the
Effective Date; it being understood that the Lenders shall be under no
obligation to make any Loan to any Subsidiary of the Borrower unless and until
the conditions set forth in Section 11 with respect to such Subsidiary Borrower
have been satisfied:


A.                                    Credit and Organizational
Documents.  The Borrower shall deliver or cause to be
delivered to the Administrative Agent on behalf of each Lender the following:


(i)                                     sufficient copies of each Loan Document
originally executed and delivered by the Borrower for each Lender;


(ii)                                  copies of the Organizational Documents, dated
a recent date prior to the Effective Date, certified as of the Effective Date
(or a recent date prior to the Effective Date) by the appropriate governmental
official or the secretary (or other appropriate officer) of the Borrower, as
applicable;


(iii)                               resolutions of the board of directors (or
similar governing body) of the Borrower approving and authorizing the
execution, delivery and performance of the Loan Documents to which it is a
party and certified as of the Effective Date by the secretary (or other appropriate
officer) of the Borrower as being in full force and effect without modification
or amendment;



 50
 









(iv)                              signature and incumbency certificates of the
officers of the Borrower executing the Loan Documents to which it is a party on
behalf of the Borrower;


(v)                                 a good standing certificate or certificate of
existence, as applicable, from the Secretary of State (or similar official)
from the jurisdiction of formation of the Borrower, certified as of the
Effective Date (or a recent date prior to the Effective Date) (the matters
referenced in subsections 3.1A(ii)-(v) to be addressed in a secretary’s
certificate substantially in the form of Exhibit VII);


(vi)                              an officer’s certificate from an officer of
the Borrower substantially in the form of Exhibit VIII, in form and
substance satisfactory to the Administrative Agent, to the effect that all
representations and warranties contained in this Agreement and the other Loan
Documents are true, correct and complete (other than any such representation or
warranty that expressly relates to an earlier date, in which case such
representation or warranty shall have been true, correct and complete as of
such earlier date); that the Borrower and its Subsidiaries are not in violation
of any of the covenants contained in this Agreement and the other Loan
Documents; that no event shall have occurred and be continuing or would result
from the consummation of the transactions contemplated by this Agreement, that
would constitute an Event of Default or a Potential Event of Default; and


(vii)                           such other documents as the Administrative
Agent on behalf of the Lenders may reasonably request.


B.                                    Opinions of Counsel.  The
Administrative Agent shall have received originally executed copies of one or
more favorable written opinions of (i) Brian J. Smith, Senior Vice President
and General Counsel of the Borrower, and (ii) Mayer, Brown, Rowe & Maw,
LLP, special New York counsel for the Borrower, each in form and substance
reasonably satisfactory to the Administrative Agent and its counsel, dated as
of the Effective Date.


C.                                    Payment of Amounts Due.  The
Borrower shall have paid to the Lead Arrangers and the Agents, all reasonable
out-of-pocket costs, fees (including those fees due on the Effective Date
referred to in Section 2.6), expenses (including reasonable legal fees and
expenses of a single U.S. counsel) and other compensation payable on the
Effective Date.


D.                                    Ratings.  The
Lead Arrangers shall have received evidence satisfactory to them that the
Borrower’s stand-alone senior unsecured rating shall be at least Baa3 from
Moody’s and BBB from S&P, each with at least a stable outlook.


E.                                      Authorizations and Consents.


(i)                                     The Borrower shall have obtained all
Governmental Authorizations and all consents of other Persons, in each case
that are necessary in connection with the transactions contemplated by the Loan
Documents, and each of the foregoing shall be in full force and effect and in
form and substance reasonably satisfactory to the Administrative Agent and the
Lenders.  All applicable waiting periods
shall have expired without any action being taken or threatened by any
competent authority which would restrain, prevent or otherwise impose material
adverse conditions on the transactions contemplated by the Loan Documents or
the financing thereof and no action, request for stay, petition for review or
rehearing, reconsideration, or appeal with



 51
 









respect
to any of the foregoing shall be pending, and the time for any applicable
agency to take action to set aside its consent on its own motion shall have expired.


(ii)                                  PATRIOT Act.  Each
of the Lenders shall have received, at least two (2) Business Days in advance
of the Effective Date, all documentation and other information required by
Governmental Authorities under applicable “know-your-customer” and anti-money
laundering rules and regulations, including as required by the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “Patriot Act”).  Each Lender and each Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name and
address of the Borrower and other information that will allow such Lender or
such Agent, as applicable, to identify the Borrower in accordance with the
Patriot Act.


F.                                      Material Adverse Effect.  Since
December 31, 2005, there shall not have occurred a Material Adverse Effect.


G.                                    No Litigation.  (i)
No action, suit, investigation, litigation, arbitration or proceeding (whether
administrative, judicial or otherwise) affecting the Borrower or any of its
Subsidiaries shall be pending or threatened before any court, Governmental
Authority or arbitrator that could be reasonably expected to, individually or
in the aggregate, (A) have a Material Adverse Effect, other than the matters
set forth in the Borrower’s filings with the Securities and Exchange Commission
prior to the Effective Date (the “Disclosed
Litigation”),
(B) materially impair the transactions contemplated by the Loan Documents
or (C) in any manner call into question or challenge this Agreement or the
making of the Loans and (ii) no material adverse change in the status, or
financial effect on the Borrower or any of its Subsidiaries, of the Disclosed
Litigation from that described in the Borrower’s filings with the Securities
and Exchange Commission prior to the Effective Date shall have occurred.


3.2                               Conditions
Precedent to each Credit Extension.


Subject
to Section 11, the obligations of Lenders to make any Credit Extension
hereunder, including any Credit Extension made on the Effective Date, are
subject to the satisfaction of the following conditions:


A.                                    Notice of Borrowing.  The
Administrative Agent shall have received, in accordance with the provisions of
Section 2.1B, originally executed Notice(s) of Borrowing signed by the
applicable Credit Party.


B.                                    Outstanding Amounts.  After
giving effect to the making of such Credit Extensions, (i) the Total
Utilization of Commitments then in effect shall not exceed the Commitments then
in effect and (ii) the aggregate Dollar Amount of Alternative Currency Loans
shall not exceed the Alternative Currency Sublimit.


C.                                    Representations and Warranties.  The
representations and warranties contained herein (excluding, except on the
Effective Date, the representations and warranties made in the last sentence of
Section 4.4 (Financial Condition), the first sentence of Section 4.5 (Material



 52
 









Adverse
Effect) and the first sentence of Section 4.7 (Litigation)) shall be true,
correct and complete in all material respects on and as of the date of such
Credit Extension to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties shall have been
true, correct and complete in all material respects on and as of such earlier
date.


D.                                    No Default.  No
Event of Default or a Potential Event of Default shall have occurred and be
continuing, or would result from, such Credit Extension.


E.                                      Additional Documents.  The
Administrative Agent shall have received each additional document, certificate,
instrument, legal opinion or other item reasonably requested by it.


3.3                               Conditions
Precedent to each Commitment Increase and Extension Date.


Each
Commitment Increase and each extensions of the Maturity Date are subject to the
satisfaction of the following conditions:


A.                                    The representations and warranties contained
herein shall be true, correct and complete in all material respects on and as
of the date of such Commitment Increase or such Extension Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true, correct and
complete in all material respects on and as of such earlier date.


B.                                    No Default.  No
event shall have occurred and be continuing, or would result from such
Commitment Increase or such extension of the Maturity Date, that would
constitute an Event of Default or a Potential Event of Default.


C.                                    Additional Documents.  The
Administrative Agent shall have received each additional document, certificate,
instrument, legal opinion or other item reasonably requested by it.


SECTION 4.    
REPRESENTATIONS AND WARRANTIES


In
order to induce the Agents and the Lenders to enter into this Agreement and to
induce the Lenders to make each Credit Extension hereunder, each Credit Party
represents and warrants (solely, in the case of any Subsidiary Borrower, as to
itself and its Subsidiaries) to each Agent, each Lender and the Issuing Bank
that the following statements are true, correct and complete:


4.1                               Organization,
Powers, Qualification, Good Standing, Business and Subsidiaries.


A.                                    Organization and Powers.  Such
Credit Party and each of its Subsidiaries is duly organized, validly existing
and in good standing, as applicable, under the laws of its jurisdiction of
organization, except, in the case of any Subsidiary that is not a Credit Party,
where the failure to be so organized, existing or in good standing has not had
and would not reasonably be expected to have a Material Adverse Effect.  Such Credit Party and each of its
Subsidiaries has all requisite power and authority to own, lease and operate
its properties, to carry on its business



 53
 









as
now conducted and as proposed to be conducted, to enter into the Loan Documents
to which it is a party and to carry out the transactions contemplated thereby.


B.                                    Qualification and Good Standing.  Such
Credit Party and each of its Subsidiaries is duly qualified to do business and
in good standing, as applicable, in every jurisdiction in which its assets are
located and wherever necessary to carry out its business and operations, except
in jurisdictions where the failure to be so qualified or in good standing has
not had and would not reasonably be expected to have a Material Adverse Effect.


4.2                               Authorization
of Borrowing, etc.


A.                                    Authorization of Borrowing, etc.  The
execution, delivery and performance of each Loan Document to which it is a
party have been duly authorized by all necessary action on the part of each
Credit Party.


B.                                    No Conflict.  The
execution, delivery and performance by such Credit Party of each Loan Document
to which it is a party and the consummation of the transactions contemplated by
each such Loan Document do not and will not (i) violate any provision of any
Applicable Law with respect to such Credit Party or any of its Subsidiaries,
any of the Organizational Documents of such Credit Party or any of its
Subsidiaries or any order, judgment or decree of any Governmental Authority
binding on such Credit Party or any of its Subsidiaries, except to the extent
such violation would not be reasonably expected to have a Material Adverse
Effect, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
such Credit Party or any of its Subsidiaries, except to the extent such
conflict, breach or default would not reasonably be expected to have a Material
Adverse Effect, (iii) result in or require the creation or imposition of any
Lien upon any of the properties or assets of such Credit Party or any of its
Subsidiaries, or (iv) require any approval of stockholders, partners or members
or any approval or consent of any Person under any Contractual Obligation of
such Credit Party or any of its Subsidiaries, except for such approvals or
consents which will be obtained on or before the Effective Date and disclosed
in writing to Administrative Agent.


C.                                    Governmental Consents.  The
execution, delivery and performance by such Credit Party of each Loan Document
to which it is a party and the consummation of the transactions contemplated by
such Loan Document do not and will not require any Governmental Authorization.


D.                                    Binding Obligation.  Each
of the Loan Documents to which it is a party has been duly executed and
delivered by such Credit Party and is the legally valid and binding obligation
of such Credit Party, enforceable against such Credit Party in accordance with
its respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


4.3                               Disclosure.


No
representation or warranty of such Credit Party or any of its Subsidiaries
contained in any Loan Document or in any other document, certificate or written
statement furnished to any



 54
 









Agent or any
Lender by or on behalf of such Credit Party or any of its Subsidiaries for use
in connection with the transactions contemplated by this Agreement contains any
untrue statement of a material fact or omits to state a material fact (known to
such Credit Party or any of its Subsidiaries in the case of any document not
furnished by any of them) necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances in which the
same were made.  Any projections and pro
forma financial information contained in such materials are based upon good
faith estimates and assumptions believed by the applicable Credit Party to be
reasonable at the time made, it being recognized by the Agents and the Lenders
that such projections as to future events are not to be viewed as facts and
that actual results during the period or periods covered by any such
projections may differ from the projected results.


4.4                               Financial
Condition.


The
Borrower has heretofore delivered to the Administrative Agent the audited
consolidated balance sheet of the Borrower and its Subsidiaries as at December
31, 2005 and the related audited consolidated statements of income,
stockholders’ equity and cash flows of the Borrower for the Fiscal Year then
ended, together with all related notes and schedules thereto.  All such statements were prepared in
conformity with GAAP and fairly present, in all material respects, the
financial position of the entities described in such financial statements as at
the respective dates thereof and the results of operations and cash flows of
the entities described therein for each of the periods then ended, subject, in
the case of any such unaudited financial statements, to changes resulting from
audit and normal year-end adjustments. 
Neither the Borrower nor any of its Subsidiaries has any contingent
liability or liability for taxes, long-term lease or unusual forward or long-term
commitment that is not reflected in the foregoing financial statements or the
notes thereto and which in any such case could reasonably be expected to have a
Material Adverse Effect.


4.5                               No
Material Adverse Change.


Since
December 31, 2005, no event or change has occurred that has caused or
evidences, or could reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.


4.6                               Intellectual
Property Matters.


Except
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect, each of the Borrower and its Subsidiaries owns or possesses
rights to use all franchises, licenses, copyright registrations, copyright
applications, issued patents, patent applications, trademarks, trademark applications,
trademark registrations, trademark rights, service marks, service mark
applications, service mark rights, trade names, trade name rights, copyrights
and rights with respect to the foregoing which are required to conduct its
business.  No event has occurred which
permits, or after notice or lapse of time or both would permit, the revocation
or termination of any such rights (except for the expiration of patents in the
ordinary course), and neither the Borrower nor any Subsidiary thereof is liable
to any Person for infringement under Applicable Law with respect to any such
rights as a result of its business



 55
 









operations except
to the extent any such revocation, termination, or infringement could not
reasonably be expected to have a Material Adverse Effect.


4.7                               No
Litigation; Compliance with Laws.


Except
for the Disclosed Litigation, there are no actions, suits, proceedings (whether
administrative, judicial or otherwise), litigations, arbitrations or
governmental investigations (whether or not purportedly on behalf of the
Borrower or any of its Subsidiaries) at law or in equity, or before or by any
Governmental Authority, domestic or foreign (including any Environmental
Claims), that are pending or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries or any property of
the Borrower or any of its Subsidiaries and that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect.  Neither the Borrower nor any of
its Subsidiaries (i) is in violation of any Applicable Laws (including, but not
limited to, Environmental Laws) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect or (ii) is
subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any Governmental Authority,
domestic or foreign, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.


4.8                               No
Default.


Neither
the Borrower nor any of its Subsidiaries is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in any of its Contractual Obligations, and no condition exists that,
with the giving of notice or the lapse of time or both, would constitute such a
default, except where the consequences, direct or indirect, of such default or
defaults, if any, could not reasonably be expected to have a Material Adverse
Effect.


4.9                               Governmental
Regulation.


Neither
the Borrower nor any of its Subsidiaries is subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act or the
Investment Company Act of 1940 or under any federal or state statute or
regulation which may limit its ability to incur Indebtedness or which may
otherwise render all or any portion of the Obligations unenforceable.  Neither the Borrower nor any of its
Subsidiaries is a “registered investment company” or a company “controlled” by
a “registered investment company” or a “principal underwriter” of a “registered
investment company” as such terms are defined in the Investment Company Act of
1940.


4.10                        Securities
Activities.


Neither
the Borrower nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose
of purchasing or carrying any Margin Stock. 
No part of the proceeds of the Loans will be used to purchase or carry
any Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock in violation of the provisions of Regulation T, U or
X of the Board of Governors of the Federal Reserve System.



 56
 









4.11                        Employee
Benefit Plans.


A.                                    Each of the Borrower and its ERISA Affiliates
is in material compliance with all applicable provisions and requirements of
ERISA and the Internal Revenue Code and the regulations and published
interpretations thereunder with respect to each Employee Benefit Plan, and have
performed all their obligations under each Employee Benefit Plan in all
material respects.  Each Employee Benefit
Plan which is intended to qualify under Section 401(a) of the Internal Revenue
Code has received a favorable determination letter from the Internal Revenue
Service or has submitted or will submit a request for such a determination
letter within the applicable remedial amendment period.


B.                                    No material liability to the PBGC (other than
required premium payments) or the Internal Revenue Service has been or is
expected to be incurred by the Borrower or any of its ERISA Affiliates with
respect to any Employee Benefit Plan, and no ERISA Event has occurred or is
reasonably expected to occur, other than ERISA Events for which the liability
has been satisfied in full or is immaterial in amount.


C.                                    As of the most recent valuation date for each
Multiemployer Plan for which the actuarial report is available, the potential
liability of the Borrower or any of its ERISA Affiliates for a complete
withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of
ERISA), when aggregated with such potential liability for a complete withdrawal
from all Multiemployer Plans, based on information available pursuant to
Section 4221(e) of ERISA is not expected to be material.  The Borrower and each of its Subsidiaries and
each of their ERISA Affiliates have complied in all material respects with the
requirements of Section 515 of ERISA with respect to each Multiemployer Plan
and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with
respect to payments to a Multiemployer Plan.


4.12                        Environmental
Protection.


A.                                    Neither the Borrower nor any of its
Subsidiaries nor any of their respective Facilities or operations is subject to
any outstanding written order, consent decree or settlement agreement with any
Person relating to any Environmental Law, any Environmental Claim, or any
Hazardous Materials Activity that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


B.                                    Neither the Borrower nor any of its
Subsidiaries has received any letter or request for information under Section
104 of the Comprehensive Environmental Response, Compensation, and Liability
Act (42 U.S.C. § 9604) or any comparable state law, except to the extent that
such letter or request could not reasonably be expected to have a Material
Adverse Effect.


C.                                    There are and, to the Borrower’s and each of
its Subsidiaries’ knowledge, have been no conditions, occurrences, or Hazardous
Materials Activities which could reasonably be expected to form the basis of an
Environmental Claim against the Borrower or any of its Subsidiaries that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.



 57
 









D.                                    Compliance with all current or reasonably
foreseeable future requirements pursuant to or under Environmental Laws could
not, individually or in the aggregate, reasonably be expected to give rise to a
Material Adverse Effect.


E.                                      Neither the Borrower nor any of its
Subsidiaries nor, to the knowledge of the Borrower, any predecessor of the
Borrower or any Subsidiary of such predecessor, has filed any notice under any
Environmental Law indicating past or present treatment of Hazardous Materials
at any Facility, and none of the Borrower’s nor any of its Subsidiaries’
operations involves the generation, transportation, treatment, storage or
disposal of hazardous waste, as defined under 40 C.F.R.  Parts 260 270 or any state equivalent, except
to the extent that any of the foregoing could not reasonably be expected to
have a Material Adverse Effect.


F.                                      No event or condition has occurred or is
occurring with respect to the Borrower or any of its Subsidiaries relating to
any Environmental Law, any Release of Hazardous Materials, or any Hazardous
Materials Activity which individually or in the aggregate has had, or could
reasonably be expected to have, a Material Adverse Effect.


4.13                        Pari
Passu.


The
Obligations and any other claims of the Lead Arrangers, the Agents and the
Lenders arising hereunder or under any of the Loan Documents rank at least pari passu with the claims of all of such
Credit Party’s other senior unsecured creditors, except those creditors whose
claims are preferred by any bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally.


4.14                        Restrictions.


There
are no contractual restrictions on any Credit Party or any of their
Subsidiaries which prohibit or otherwise restrict the transfer of cash or other
assets from any such Subsidiary to such Credit Party, other than prohibitions
or restrictions permitted under Section 6.4.


SECTION 5.    
AFFIRMATIVE COVENANTS


The
Borrower covenants and agrees that, so long as the Commitments shall remain in
effect and until payment in full of all Obligations (other than Surviving
Obligations) and cancellation or expiration of all Letters of Credit, unless
the provisions of this Section 5 are waived or amended in accordance with
Section 9.5, the Borrower shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 5.


5.1                               Financial
Statements and Other Reports.


The
Borrower will deliver to Administrative Agent:


(i)                                     Quarterly Financial Statements:  as
soon as available, and in any event within 45 days after the end of each of the
first three (3) Fiscal Quarters of each Fiscal Year, the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal
Quarter and the related consolidated statements of income, stockholders’ equity
and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and
for the period from the



 58
 









beginning
of the then-current Fiscal Year to the end of such Fiscal Quarter, setting
forth in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year, all in reasonable detail and
certified by the chief financial officer of the Borrower as fairly presenting,
in all material respects, the financial condition of the Borrower and its
Subsidiaries as at the date indicated and the results of their operations and
cash flows for the periods indicated in conformity with GAAP, subject to the
absence of footnotes and changes resulting from audit and normal year-end
adjustments;


(ii)                                  Annual Financial Statements:  as
soon as available, and in any event within 90 days after the end of each Fiscal
Year, (i) the consolidated balance sheets of the Borrower and its Subsidiaries
as at the end of such Fiscal Year and the related consolidated statements of
income, stockholders’ equity and cash flows of the Borrower and its
Subsidiaries for such Fiscal Year, setting forth in each case in comparative
form the corresponding figures for the previous Fiscal Year, in reasonable
detail and certified by the chief financial officer of the Borrower as fairly
presenting, in all material respects, the financial condition of the Borrower
and its Subsidiaries as at the date indicated and the results of their
operations and cash flows for the periods indicated; and (ii) with respect such
consolidated financial statements a report thereon of Deloitte and Touche LLP
or other independent certified public accountants of recognized national
standing selected by the Borrower, and reasonably satisfactory to the
Administrative Agent (which report shall be unqualified as to going concern and
scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position
of the Borrower and its Subsidiaries as at the dates indicated and the results
of their operations and their cash flows for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years (except as
otherwise disclosed in such financial statements) and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards);


(iii)                               Compliance Certificate: 
together with each delivery of financial statements of the Borrower and
its Subsidiaries pursuant to Sections 5.1(i) and 5.1(ii), a duly executed and
completed Compliance Certificate;


(iv)                              Filings:  promptly upon their becoming
available, copies of (a) all financial statements, reports, notices and proxy
statements sent by any Credit Party to its shareholders or other security
holders, and (b) all material information filed by any Credit Party or any of
their Subsidiaries with the Securities and Exchange Commission or any national
securities exchange;


(v)                                 Notice of Default, etc.: 
promptly upon (and in any event within five (5) Business Days after) any
Responsible Officer of the Borrower obtaining knowledge (a) of any condition or
event that constitutes an Event of Default or Potential Event of Default or
that notice has been given to the Borrower or any of its Subsidiaries with
respect thereto, (b) that any Person has given any notice to the Borrower or
any of its Subsidiaries or taken any other action with respect to a claimed
default or event or condition of the type referred to in Section 8.2, or (c) of
the occurrence of any event or change that has caused or evidences, either in
any case individually or in the aggregate, a Material Adverse Effect, an
Officer’s Certificate specifying the nature and period of existence of such
condition, event or change, or specifying the notice given



 59
 









or
action taken by any such Person and the nature of such claimed Event of
Default, Potential Event of Default, default, event or condition, and what
action the Borrower has taken, is taking and proposes to take with respect
thereto;


(vi)                              Notice of Litigation: 
promptly upon (and in any event within five (5) Business Days after) any
officer of any Credit Party obtaining knowledge of (a) the institution of, or
non-frivolous threat of, any action, suit, proceeding, order, consent decree,
settlement (whether administrative, judicial or otherwise), governmental
investigation or arbitration against or affecting the Borrower or any of its
Subsidiaries or any of their respective property, including of the type
described in Section 4.17 (collectively, “Proceedings”) or (b)
any material development in any such Proceeding that, in the case of either (a)
or (b) if adversely determined, could be reasonably expected to have a Material
Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or
to recover any damages or obtain relief as a result of, the transactions
contemplated hereby, written notice thereof together with such other
information as may be reasonably available to the Borrower or such Subsidiary
to enable Lenders and their counsel to evaluate such matters;


(vii)                           Change in Rating: 
promptly upon (and in any event within five (5) Business Days after)
obtaining knowledge thereof, written notice of any changes in the rating given
the Borrower by Moody’s or S&P;


(viii)                        ERISA:  (i) promptly upon becoming
aware of the occurrence of or forthcoming occurrence of any ERISA Event, a
written notice specifying the nature thereof, what action the Borrower or any
of its ERISA Affiliates has taken, is taking or proposes to take with respect
thereto and, when known, any action taken or threatened by the Internal Revenue
Service, the United States Department of Labor or the PBGC with respect
thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by the
Borrower or any of its ERISA Affiliates with the Internal Revenue Service with
respect to each Pension Plan; (2) all notices received by the Borrower or any
of its ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA
Event; and (3) copies of such other documents or governmental reports or
filings relating to any Employee Benefit Plan as the Administrative Agent shall
reasonably request;


(ix)                                Environmental Reports and Audits:  as
soon as practicable following receipt thereof, copies of all environmental
audits and reports with respect to environmental matters at any property, plant
or other Facility or which relate to any environmental liabilities of the
Borrower or its Subsidiaries which, in any such case, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;


(x)                                   Public Filings: 
promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any of its Subsidiaries with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the
functions of the Securities and Exchange Commission, or distributed by the
Borrower to its shareholders generally; and



 60
 









(xi)                                Other Information:  with
reasonable promptness, such other information and data with respect to the
Credit Parties and their Subsidiaries as from time to time may be reasonably
requested by the Administrative Agent or any Lender.


5.2                               Books
and Records.


The Borrower will,
and will cause each of its Subsidiaries to keep proper books of records and
account in which full, true and correct entries in all material respects in
conformity with GAAP consistently applied shall be made of all material
dealings and transactions in relation to its business and activities and permit
representatives or agents of the Administrative Agent or any Lender to visit
and inspect any of its properties or assets and examine and make abstracts from
any of its books and records upon reasonable prior notice during normal
business hours and as often as may reasonably be desired, and to discuss the
business, operations, properties and financial and other condition of the
Borrower and its Subsidiaries with officers and employees of the Borrower and
independent public accountants of the Borrower and its Subsidiaries so long as
the Borrower is provided the opportunity to participate in such discussions.


5.3                               Existence.


Except as otherwise
permitted by Section 6.6, the Borrower will, and will cause each of its
Subsidiaries to, at all times preserve and keep in full force and effect its
existence and all rights, privileges, licenses and franchises material to its
business; provided that neither the Borrower nor any of its Subsidiaries
shall be required to preserve any such right, privilege, license or franchise
if management of the Borrower or such Subsidiary shall reasonably determine
that the preservation thereof is no longer desirable in the conduct of the
business of such Person, and that the loss thereof is not disadvantageous in
any material respect to the Borrower or the Lenders.


5.4                               Insurance.


The Borrower will
maintain or cause to be maintained, with financially sound and reputable insurers,
such public liability insurance, third party property damage insurance,
business interruption insurance and casualty insurance with respect to
liabilities, losses or damage in respect of the assets, properties and
businesses of the Borrower and its Subsidiaries as may customarily be carried
or maintained under similar circumstances by Persons of established reputation
engaged in similar businesses, in each case in such amounts (giving effect to
self-insurance), with such deductibles, covering such risks and otherwise on
such terms and conditions as shall be customary for such Persons.


5.5                               Payment
of Taxes and Claims.


The Borrower will,
and will cause each of its Subsidiaries to, pay all federal income Taxes and
other material Taxes imposed upon it or any of its properties or assets or in
respect of any of its income, businesses or franchises before any penalty or
fine accrues thereon; provided no such Tax need be paid (a) if it is
being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made
therefor or (b) if



 61
 









the aggregate amount of
all unpaid Taxes that have not been paid by the Borrower and its Subsidiaries
(excluding amounts being contested as provided in clause (a)) does not exceed
$5,000,000 and could not reasonably be expected to have a Material Adverse
Effect.  The Borrower will not, nor will
it permit any of its Subsidiaries to, file or consent to the filing of any
consolidated income Tax return with any Person (other than the Borrower or any
of its Subsidiaries).


5.6                               Payment
and Performance of Obligations.


The
Borrower will, and will cause each of its Subsidiaries to, pay and perform all
Obligations under this Agreement and the other Loan Documents.


5.7                               Maintenance
of Properties.


The
Borrower will, and will cause each of its Subsidiaries to, maintain or cause to
be maintained in good repair, working order and condition, ordinary wear and
tear excepted, all material properties used or useful in the business of the
Borrower and its Subsidiaries and from time to time will make or cause to be
made all appropriate repairs, renewals and replacements thereof.


5.8                               Compliance
with Laws.


The
Borrower will, and will cause each of its Subsidiaries to, comply with the
requirements of all Applicable Laws, rules, regulations and orders of any
Governmental Authority (including, but not limited to, all Environmental Laws),
noncompliance with which could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.


5.9                               Use
of Proceeds.


A.                                    Proceeds of Loans.  The
proceeds of each Loan and each Letter of Credit shall be used for general
corporate purposes.


B.                                    Margin Regulations.  No
part of the proceeds of the Loans made to a Credit Party will be used to
purchase or carry any Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock in violation of the
provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System.


5.10                        Claims
Pari Passu.


Each
Credit Party shall ensure that at all times the Obligations and any other
claims of the Lead Arrangers, the Agents and the Lenders arising hereunder or
under any other Loan Document rank at least pari
passu with the claims of such Credit Party’s other senior unsecured
creditors, except those creditors whose claims are preferred by any bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally.


 



 62















5.11                        Further
Assurances.


At
any time or from time to time upon the request of the Administrative Agent, the
Borrower will, and will cause each of its Subsidiaries to, at its expense,
promptly execute, acknowledge and deliver such further documents and do such
other acts and things as the Administrative Agent may reasonably request in
order to effect fully the purposes of the Loan Documents.  In furtherance and not in limitation of the
foregoing, the Borrower shall take, and shall cause each of its Subsidiaries to
take, such actions as the Administrative Agent may reasonably request from time
to time to ensure that the Guaranteed Obligations are guarantied by the
Guarantor.


SECTION 6.    
NEGATIVE COVENANTS


The
Borrower covenants and agrees that, so long as the Commitments hereunder shall
remain in effect and until payment in full of all Obligations (other than
Surviving Obligations) and cancellation or expiration of all Letters of Credit,
unless the provisions of this Section 6 are waived or amended in accordance
with Section 9.6, the Borrower shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 6.


6.1                               Liens.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly, create, incur, assume or permit to exist any Lien on or with
respect to any property or asset of any kind of the Borrower or any of its
Subsidiaries, whether now owned or hereafter acquired, or any income or profits
therefrom, except:


(i)                                     Liens existing on the Effective Date and
described on Schedule 6.1 hereto and other Liens securing Indebtedness
existing on the Effective Date the individual principal amount of which does
not exceed $500,000;


(ii)                                  Liens imposed by law for Taxes that are not
yet required to be paid pursuant to Section 5.5;


(iii)                               statutory Liens of landlords, banks (including rights of set-off),
carriers, warehousemen, mechanics, repairmen, workmen and material men, and
other Liens imposed by law, in each case incurred in the ordinary course of
business for amounts not yet overdue or for amounts that are overdue and that
(in the case of any such amounts overdue for a period in excess of five days)
are being contested in good faith by appropriate proceedings, so long as such
reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made for any such contested amounts;


(iv)                              deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money or other Indebtedness) incurred in the
ordinary course of business;



 63
 









(v)                                 easements, rights-of-way, restrictions,
encroachments, and other minor defects or irregularities in title to real
property of the Borrower or any Subsidiary of the Borrower, in each case which
do not and will not, individually or in the aggregate, interfere in any
material respect with the use or value thereof;


(vi)                              any interest or title of a lessor or sublessor under any operating or
true lease of real estate entered into by the Borrower or one of its
Subsidiaries in the ordinary course of its business covering only the assets so
leased;


(vii)                           Liens securing Indebtedness pursuant to Capital Leases; provided
that (a) such Liens are only in respect of the property or assets subject to,
and secure only, such Capital Leases, (b) Indebtedness of Subsidiaries under
Capital Leases shall be limited by the provisions of Section 6.2 and (c) the
aggregate amount of all Indebtedness of the Borrower under Capital Leases shall
not at any time exceed $25,000,000;


(viii)                        purchase money Liens in real property, improvements thereto or
equipment hereafter acquired (or, in the case of improvements, constructed) by
the Borrower or one of its Subsidiaries; provided that (a) such Lien
secures Indebtedness permitted by Section 6.2), (b) such Lien is incurred, and
the Indebtedness secured thereby is created, within ninety (90) days after
completion of such acquisition (or construction), (c) the Indebtedness secured
thereby does not exceed 100% of the lesser of the cost or the fair market value
of such real property, improvements or equipment at the time of such
acquisition (or construction) and (d) such Lien does not apply to any other
property or assets of the Borrower or any of its Subsidiaries;


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


(x)                                   licenses of patents, trademarks and other
intellectual property rights granted by the Borrower or any of its Subsidiaries
in the ordinary course of business and not interfering in any respect with the
ordinary conduct of the business of the Borrower or such Subsidiary; and


(xi)                                Liens on assets of Persons acquired after the Effective Date subject to
the terms of this Agreement; provided that such Liens exist at the time
such Person becomes a Subsidiary and were not created in anticipation thereof;


(xii)                             Liens incurred in connection with Qualified Receivables Transactions;


(xiii)                          Any Lien incurred to renew, extend or refinance obligations secured by
a Lien referred to in clause (viii) or (xi) above, provided that (a) the
principal or face amount of the obligations secured by any such Lien does not
exceed the outstanding principal or face amount of the obligations so renewed,
extended or refinanced immediately prior to such renewal, extension or
refinancing and (b) any such Lien attaches solely to the assets that secured
the obligations so renewed, extended or refinanced; and



 64
 









(xiv)                         Liens not otherwise permitted by the foregoing clauses of this Section
6.1 securing obligations in an aggregate principal amount at any time
outstanding not to exceed 10% of Consolidated Net Worth.


Notwithstanding
any of the foregoing exceptions, the Credit Parties will not, and will not permit
any of their Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon the Capital Stock of any of their Subsidiaries or any Indebtedness owed to
it by the Credit Parties or any of their Subsidiaries.


6.2                               Indebtedness.


The
Borrower shall not permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume or guaranty, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except:


(i)                                     Indebtedness owing by any wholly-owned
Subsidiary of the Borrower to the Borrower or another wholly-owned Subsidiary
of the Borrower;


(ii)                                  Indebtedness existing on the Effective Date
and set forth on Schedule 6.2, but, in each case, not any extensions,
renewals or replacements of such Indebtedness except (a) renewals and
extensions expressly provided for in the agreements evidencing any such
Indebtedness as the same are in effect on the date of this Agreement and (b)
refinancings and extensions of any such Indebtedness if the terms and
conditions thereof are not less favorable to the obligor thereon or to the
Lenders than the Indebtedness being refinanced or extended or are otherwise on
substantially then prevailing market terms, and the average life to maturity
thereof is greater than or equal to that of the Indebtedness being refinanced
or extended; provided such Indebtedness permitted under the immediately
preceding clause (a) or (b) above shall not (A) include Indebtedness of an
obligor that was not an obligor with respect to the Indebtedness being extended,
renewed or refinanced, (B) exceed in a principal amount the Indebtedness being
renewed, extended or refinanced or (C) be incurred, created or assumed if any
Potential Event of Default or Event of Default has occurred and is continuing
or would result therefrom;


(iii)                               Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided that such
Indebtedness is extinguished within seven (7) Business Days of its incurrence;


(iv)                              Indebtedness owed to (including obligations in respect of letters of
credit or bank guarantees or similar instruments for the benefit of) any Person
providing workers’ compensation, health, disability or other employee benefits
or property, casualty or liability insurance to the Borrower or any of its
Subsidiaries, pursuant to reimbursement or indemnification obligations to such
Person, provided that upon the incurrence of Indebtedness with respect
to reimbursement obligations regarding workers’ compensation claims, such
obligations are reimbursed not later than 30 days following such incurrence;


(v)                                 Indebtedness incurred by any Subsidiary of
the Borrower arising from agreements providing for indemnification, adjustment
of purchase price or similar obligations, or from guaranties or letters of
credit, surety bonds or performance bonds securing the performance



 65
 









of the Borrower or any such Subsidiary pursuant to such agreements, in
connection with permitted dispositions of any business or asset (including the
stock of any Subsidiary of the Borrower);


(vi)                              Indebtedness which may be deemed to exist pursuant to any guaranties,
performance, surety, statutory, appeal or similar obligations incurred in the
ordinary course of business of the Borrower and its Subsidiaries;


(vii)                           guaranties in the ordinary course of business of the obligations of
suppliers, customers, franchisees and licensees of the Borrower and its
Subsidiaries;


(viii)                        Indebtedness (including guarantees of any such Indebtedness) of a
Subsidiary located in a country other than the U.S.; provided that the
outstanding principal amount of all Indebtedness permitted by this clause
(viii) (without double counting guarantees of any such Indebtedness) shall not
at any time exceed $100,000,000;


(ix)                                the Obligations; and


(x)                                   other Indebtedness in an aggregate principal
amount (inclusive of the Obligations of the Subsidiary Borrowers) at any time
outstanding not to exceed 15% of Consolidated Net Worth.


6.3                               Acquisitions.


The
Borrower will not, and will not permit any of its wholly-owned Subsidiaries to,
make any Acquisition (other than the Mayne Pharma Acquisition and (ii) any
Acquisition by the Company or a wholly-owned Subsidiary of the Borrower of a
wholly-owned Subsidiary of the Borrower) if an Event of Default or Potential
Event of Default exists or would result therefrom.


6.4                               Restrictions on Subsidiary
Distributions.


Except
as provided herein, the Borrower shall not, and shall not permit any of its
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Subsidiary of the Borrower to (a) pay dividends or make any other
distributions on any of such Subsidiary’s Capital Stock owned by the Borrower
or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness
owed by such Subsidiary to the Borrower or any other Subsidiary of the
Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of
the Borrower, or (d) transfer any of its property or assets to the Borrower or
any other Subsidiary of the Borrower, other than restrictions (i) existing
under this Agreement, (ii) in agreements evidencing Indebtedness pursuant to
Capital Leases permitted by Section 6.2 that impose restrictions on the
property so acquired (except that such agreements shall not in any manner limit
the ability of the Borrower or any Subsidiary of the Borrower to pay dividends
or make any other distribution), (iii) by reason of customary provisions
restricting assignments, subletting or other transfers contained in leases,
licenses, Joint Venture agreements and similar agreements entered into in the
ordinary course of business, (iv) by reason of customary subordination
provisions in any guaranty or similar arrangement (including any arrangement of
the type described in clause (vii), (viii) or (ix) of the definition of
“Indebtedness” or (v) imposed on a Subsidiary pursuant to an agreement



 66
 









which has been
entered into in connection with the disposition of all of substantially all of
the capital stock or assets of such Subsidiary.


6.5                               Restricted Payments.


The
Borrower shall not, and shall not permit any Subsidiary to, directly or
indirectly, declare, pay, make or set aside any sum for any Restricted Payment
if an Event of Default or a Potential Event of Default exists or would result
therefrom.


6.6                               Restriction on Fundamental
Changes and Asset Sales.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, enter into
any transaction of merger or consolidation, or liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease or
sub-lease (as lessor or sub-lessor), exchange, transfer or otherwise dispose
of, in one transaction or a series of transactions, all or substantially all of
its business, assets or property; provided that (a) the Borrower and its
Subsidiaries may make Acquisitions permitted by Section 6.3; and (b) so long as
no Event of Default or Potential Event of Default exists or would result
therefrom:


(i)                                     any Subsidiary of the Borrower may merge or
consolidate with or into, or dispose of assets to, any other Subsidiary or to
the Borrower;


(ii)                                  any
Subsidiary may merge or consolidate with or into another Person, convey,
transfer, lease or otherwise dispose of all or any portion of its assets so
long as (A) the consideration received in respect of such merger,
consolidation, conveyance, transfer, lease or other disposition is at least
equal to the fair market value of such assets and (B) no Material Adverse
Effect could reasonably be expected to result from such merger, consolidation,
conveyance, transfer, lease or other disposition; and


(iii)                               the
Borrower may merge with any other Person so long as the Borrower is the
surviving entity.


6.7                               Conduct of Business.


From
and after the Effective Date, the Borrower shall not, and shall not permit any
of its Subsidiaries to, engage in any material business or conduct any
activities other than (a) businesses conducted by the Borrower and its
Subsidiaries as of the Effective Date, (b) businesses conducted by Mayne Pharma
and its Subsidiaries as of September 20, 2006 and (c) and businesses reasonably
related to the foregoing.


6.8                               Fiscal Year.


The
Borrower shall not make or permit, nor permit any of its Subsidiaries to make
or permit, any change in the Fiscal Year of the Borrower or any of its
Subsidiaries; provided that Mayne Pharma or any Subsidiary thereof may make any
change that is necessary to appropriate to cause its fiscal year to correspond
with the Borrower’s fiscal year.



 67
 









6.9                               Subordinated Indebtedness.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, amend or
otherwise change the terms of any Subordinated Indebtedness, or make any
optional payment or any payment pursuant thereto, if the effect of such
amendment or change is to increase the interest rate on such Subordinated
Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions thereof, change the subordination
provisions of such Subordinated Indebtedness (or of any guaranty thereof), or
if the effect of such amendment or change, together with all other amendments
or changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional rights on the holders of such
Subordinated Indebtedness (or a trustee or other representative on their
behalf) which would be adverse to any Credit Party or the Lenders.


6.10                        Transactions with
Shareholders and Affiliates.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly, enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service or the making of any intercompany loan) with any Affiliate of the
Borrower or any of its Subsidiaries, any holder of Capital Stock or other
interests in the Borrower or any of its Subsidiaries, or any such Affiliate of
any such holder, on fair and reasonable terms that are less favorable to the
Borrower or such Subsidiary, as the case may be, than those that might be
obtained at the time in a comparable arm’s length transaction from a Person who
is not such a holder or Affiliate; provided the foregoing restriction
shall not apply to (a) any transaction between the Borrower and its
Subsidiaries or between such Subsidiaries to the extent otherwise permitted
hereunder; (b) reasonable and customary fees paid to members of the board of
directors (or similar governing body) of the Borrower and its Subsidiaries; (c)
compensation arrangements for officers and other employees of the Borrower and
its Subsidiaries entered into in the ordinary course of business; (d)
transactions described on Schedule 6.10; and (e) transactions in
connection with Qualified Receivables Transactions permitted under this
Agreement.


6.11                        Financial Covenants.


A.                                    Interest Coverage Ratio.  The
Borrower shall not permit the Interest Coverage Ratio to be less than (i) as of
the last day of any Fiscal Quarter ending prior to the completion of the Mayne
Pharma Acquisition, 5.00 to 1.0; and (ii) as of the last day of any subsequent
Fiscal Quarter, the ratio shown below opposite such last day:




	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  	
   

  
	
  December 31,
  2006

  	
   

  	
  4.00
  to 1

  	
   

  
	
  March 31, 2007

  	
   

  	
  4.00
  to 1

  	
   

  
	
  June 30, 2007

  	
   

  	
  4.50
  to 1

  	
   

  
	
  September 30,
  2007

  	
   

  	
  4.75
  to 1

  	
   

  
	
  December 31, 2007 and
  thereafter

  	
   

  	
  5.00 to 1

  	
   

  






 



 68
 









B.                                    Leverage Ratio.  The
Borrower shall not permit the Leverage Ratio to be greater than (i) as of the
last day of any Fiscal Quarter ending prior to the completion of the Mayne
Pharma Acquisition, 3.25 to 1.0; and (ii) as of the last day of any subsequent
Fiscal Quarter, the ratio shown below opposite such last day:




	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  	
   

  
	
  December 31,
  2006

  	
   

  	
  4.50
  to 1

  	
   

  
	
  March 31, 2007

  	
   

  	
  4.50
  to 1

  	
   

  
	
  June 30, 2007

  	
   

  	
  4.00
  to 1

  	
   

  
	
  September 30,
  2007

  	
   

  	
  3.50
  to 1

  	
   

  
	
  December 31, 2007 and
  thereafter

  	
   

  	
  3.25 to 1

  	
   

  






 


C.                                    Certain Calculations.  With
respect to any period during which a Permitted Acquisition (excluding the
Acquisition by the Borrower or its Subsidiary of Bresagen Limited) or an Asset
Sale has occurred (each, a “Subject
Transaction”), for purposes
of determining compliance with the financial covenants set forth in this
Section 6.11, Consolidated Adjusted EBITDA shall be calculated with respect to
such period on a pro forma basis using the historical audited financial
statements of any business so acquired or to be acquired or sold or to be sold
and the consolidated financial statements of the Borrower and its Subsidiaries
which shall be reformulated as if such Subject Transaction, and any
Indebtedness incurred or repaid in connection therewith, had been consummated
or incurred or repaid at the beginning of such period.


6.12                        Interest Rate Agreements and
Currency Agreements.


The
Borrower shall not, and shall not permit any of its Subsidiaries to, enter into
any Interest Rate Agreement or Currency Agreement after the Effective Date
except Interest Rate Agreements and Currency Agreements entered into to hedge
or manage bona fide risks to which the Borrower or any such Subsidiary is
exposed in the conduct of its business or the management of its liabilities
(and, in any event, not for speculative purposes).


SECTION 7.     GUARANTY


7.1                               Guaranty of the Obligations.


The
Guarantor hereby irrevocably and unconditionally guarantees to the
Administrative Agent for the ratable benefit of the Beneficiaries the due and
punctual payment in full of all Obligations of the Subsidiary Borrowers when
the same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including



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amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).


7.2                               Payment by the Borrower.


The
Guarantor hereby agrees, in furtherance of the foregoing and not in limitation
of any other right which any Beneficiary may have at law or in equity against
the Guarantor by virtue hereof, that upon the failure of any Subsidiary
Borrower to pay any of the Guaranteed Obligations when and as the same shall
become due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. § 362(a)), the Guarantor will upon demand pay, or cause to be
paid, in Cash, to the Administrative Agent for the ratable benefit of the
Beneficiaries, an amount equal to the sum of the unpaid principal amount of all
Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on
such Guaranteed Obligations (including interest which, but for such Subsidiary
Borrower becoming the subject of a case under the Bankruptcy Code, would have
accrued on such Guaranteed Obligations, whether or not a claim is allowed
against such Credit Party for such interest in the related bankruptcy case) and
all other Guaranteed Obligations then owed to the Beneficiaries as aforesaid.


7.3                               Liability of Guarantor
Absolute.


The
Guarantor agrees that its Obligations hereunder are irrevocable, absolute,
independent and unconditional and shall not be affected by any circumstance
which constitutes a legal or equitable discharge of a guarantor or surety other
than payment in full of the Guaranteed Obligations.  In furtherance of the foregoing and without
limiting the generality thereof, the Guarantor agrees as follows:


(a)                                  this Guaranty is a guaranty of payment when
due and not of collectability.  This
Guaranty is a primary obligation of the Guarantor and not merely a contract of
surety;


(b)                                 the Administrative Agent may enforce this
Guaranty upon the occurrence of an Event of Default notwithstanding the existence
of any dispute between any Credit Party and any Beneficiary with respect to the
existence of such Event of Default;


(c)                                  the Obligations of the Guarantor hereunder
are independent of the Obligations of the Borrower and the Subsidiary Borrowers
and the obligations of any other guarantor (including any other Guarantor), and
a separate action or actions may be brought and prosecuted against the
Guarantor whether or not any action is brought against the Borrower or any
Subsidiary Borrower or any of such other guarantors and whether or not the
Borrower or any Subsidiary Borrower is joined in any such action or actions;


(d)                                 payment by the Guarantor of a portion, but
not all, of the Guaranteed Obligations shall in no way limit, affect, modify or
abridge the Guarantor’s liability for any portion of the Guaranteed Obligations
which has not been paid.  Without
limiting the generality of the foregoing, if the Administrative Agent is
awarded a judgment in any suit brought to enforce the Guarantor’s covenant to
pay a portion of the Guaranteed Obligations, such



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judgment shall not be deemed to release the Guarantor from its covenant
to pay the portion of the Guaranteed Obligations that is not the subject of
such suit;


(e)                                  any Beneficiary, upon such terms as it deems
appropriate, without notice or demand and without affecting the validity or
enforceability hereof or giving rise to any reduction, limitation, impairment,
discharge or termination of the Guarantor’s liability hereunder, from time to
time may (i) renew, extend, accelerate, increase the rate of interest on, or
otherwise change the time, place, manner or terms of payment of the Guaranteed
Obligations; (ii) settle, compromise, release or discharge, or accept or refuse
any offer of performance with respect to, or substitutions for, the Guaranteed
Obligations or any agreement relating thereto and/or subordinate the payment of
the same to the payment of any other obligations; (iii) request and accept
other guaranties of the Guaranteed Obligations and take and hold security for
the payment hereof or the Guaranteed Obligations; (iv) release, surrender,
exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or
modify, with or without consideration, any security for payment of the
Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or
any other obligation of any Person with respect to the Guaranteed Obligations;
(v) enforce and apply any security now or hereafter held by or for the benefit
of such Beneficiary in respect hereof or the Guaranteed Obligations and direct
the order or manner of sale thereof, or exercise any other right or remedy that
such Beneficiary may have against any such security, in each case as such
Beneficiary in its discretion may determine consistent herewith and any
applicable security agreement, including foreclosure on any such security
pursuant to one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable, and even though such action
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of the Guarantor against any Subsidiary Borrower or any
security for the Guaranteed Obligations; and (vi) exercise any other rights
available to it under the Loan Documents; and


(f)                                    this Guaranty and the obligations of the
Guarantor hereunder shall be valid and enforceable and shall not be subject to
any reduction, limitation, impairment, discharge or termination for any reason
(other than payment in full of the Guaranteed Obligations), including the
occurrence of any of the following, whether or not the Guarantor shall have had
notice or knowledge of any of them:  (i)
any failure or omission to assert or enforce or agreement or election not to
assert or enforce, or the stay or enjoining, by order of court, by operation of
law or otherwise, of the exercise or enforcement of, any claim or demand or any
right, power or remedy (whether arising under the Loan Documents, at law, in
equity or otherwise) with respect to the Guaranteed Obligations or any
agreement relating thereto, or with respect to any other guaranty of or
security for the payment of the Guaranteed Obligations; (ii) any rescission,
waiver, amendment or modification of, or any consent to departure from, any of
the terms or provisions (including provisions relating to events of default)
hereof, any other Loan Document or any agreement or instrument executed
pursuant thereto, or of any other guaranty or security for the Guaranteed
Obligations, in each case whether or not in accordance with the terms hereof or
such Loan Document or any agreement relating to such other guaranty or
security; (iii) the Guaranteed Obligations, or any agreement relating thereto,
at any time being found to be illegal, invalid or unenforceable in any respect;
(iv) the application of payments received from any source (other than payments
received pursuant to the other Loan Documents or from the proceeds of any
security for the Guaranteed Obligations, except to the extent such security
also serves as collateral for Indebtedness other than the Guaranteed
Obligations) to the payment of



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Indebtedness other than the Guaranteed Obligations, even though any
Beneficiary might have elected to apply such payment to any part or all of the
Guaranteed Obligations; (v) any Beneficiary’s consent to the change,
reorganization or termination of the corporate structure or existence of the
Borrower or any of its Subsidiaries and to any corresponding restructuring of
the Guaranteed Obligations; (vi) any failure to perfect or continue perfection
of a security interest in any collateral which secures any of the Guaranteed
Obligations; (vii) any defenses, set offs or counterclaims which any Credit
Party may allege or assert against any Beneficiary in respect of the Guaranteed
Obligations, including failure of consideration, breach of warranty, payment,
statute of frauds, statute of limitations, accord and satisfaction and usury;
and (viii) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of the
Guarantor as an obligor in respect of the Guaranteed Obligations.


7.4                               Waivers by Guarantor.


The
Guarantor hereby waives, for the benefit of Beneficiaries:  (a) any right to require any Beneficiary, as
a condition of payment or performance by the Guarantor, to (i) proceed against
the Borrower or the Subsidiary Borrowers, any other guarantor of the Guaranteed
Obligations or any other Person, (ii) proceed against or exhaust any security
held from the Borrower or any Subsidiary Borrower, any such other guarantor or
any other Person, (iii) proceed against or have resort to any balance of any
Deposit Account or credit on the books of any Beneficiary in favor of the
Borrower or any Subsidiary Borrower or any other Person, or (iv) pursue any
other remedy in the power of any Beneficiary whatsoever; (b) any defense
arising by reason of the incapacity, lack of authority or any disability or
other defense of the Borrower or any Subsidiary Borrower including any defense
based on or arising out of the illegality, lack of validity or unenforceability
of the Guaranteed Obligations or any agreement or instrument relating thereto
or by reason of the cessation of the liability of the Borrower or any
Subsidiary Borrower from any cause other than payment in full of the Guaranteed
Obligations; (c) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor
in other respects more burdensome than that of the principal; (d) any defense
based upon any Beneficiary’s errors or omissions in the administration of the
Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any
principles or provisions of law, statutory or otherwise, which are or might be
in conflict with the terms hereof and any legal or equitable discharge of the
Guarantor’s obligations hereunder, (ii) the benefit of any statute of
limitations affecting the Guarantor’s liability hereunder or the enforcement
hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv)
promptness, diligence and any requirement that any Beneficiary protect, secure,
perfect or insure any security interest or lien or any property subject
thereto; (f) notices, demands, presentments, protests, notices of protest,
notices of dishonor and notices of any action or inaction, including acceptance
hereof, notices of default hereunder, notices of any renewal, extension or
modification of the Guaranteed Obligations or any agreement related thereto,
notices of any extension of credit to any Subsidiary Borrower and notices of
any of the matters referred to in Section 7.2 and any right to consent to any
thereof; and (g) any defenses or benefits that may be derived from or afforded
by law which limit the liability of or exonerate guarantors or sureties, or
which may conflict with the terms hereof.



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7.5                               Guarantor’s Rights of
Subrogation, Contribution, etc.


Until
the Guaranteed Obligations shall have been indefeasibly paid in full and the
Commitments shall have terminated and all Letters of Credit shall have expired
or been cancelled, the Guarantor hereby waives any claim, right or remedy,
direct or indirect, that the Guarantor now has or may hereafter have against
any Subsidiary Borrower or any of its assets in connection with this Guaranty
or the performance by the Guarantor of its Obligations hereunder, in each case
whether such claim, right or remedy arises in equity, under contract, by
statute, under common law or otherwise and including (a) any right of
subrogation, reimbursement or indemnification that the Guarantor now has or may
hereafter have against any Subsidiary Borrower with respect to the Guaranteed
Obligations, (b) any right to enforce, or to participate in, any claim, right
or remedy that any Beneficiary now has or may hereafter have against any
Subsidiary Borrower, and (c) any benefit of, and any right to participate in,
any collateral or security now or hereafter held by any Beneficiary.  In addition, until the Guaranteed Obligations
shall have been indefeasibly paid in full and the Commitments shall have
terminated and all Letters of Credit shall have expired or been cancelled, the
Guarantor shall withhold exercise of any right of contribution the Guarantor
may have against any other guarantor (including any other Guarantor) of the
Guaranteed Obligations.  The Guarantor
further agrees that, to the extent the waiver or agreement to withhold the
exercise of its rights of subrogation, reimbursement, indemnification and
contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement
or indemnification the Guarantor may have against any Subsidiary Borrower or
against any collateral or security, and any rights of contribution the
Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Beneficiary may have against any Subsidiary
Borrower, to all right, title and interest any Beneficiary may have in any such
collateral or security, and to any right any Beneficiary may have against such
other guarantor.  If any amount shall be
paid to the Guarantor on account of any such subrogation, reimbursement,
indemnification or contribution rights at any time when all Guaranteed
Obligations shall not have been finally and indefeasibly paid in full, such
amount shall be held in trust for the Administrative Agent on behalf of the
Beneficiaries and shall forthwith be paid over to the Administrative Agent for
the benefit of the Beneficiaries to be credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms hereof.


7.6                               Subordination of Other
Obligations.


Any
Indebtedness of any Subsidiary Borrower now or hereafter held by the Guarantor
is hereby subordinated in right of payment to the Guaranteed Obligations, and
any such Indebtedness collected or received by the Guarantor after an Event of
Default has occurred and is continuing shall be held in trust for the
Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid
over to the Administrative Agent for the benefit of the Beneficiaries to be
credited and applied against the Guaranteed Obligations but without affecting,
impairing or limiting in any manner the liability of the Guarantor under any
other provision hereof.


7.7                               Continuing Guaranty.


This
Guaranty is a continuing guaranty and shall remain in effect until all of the
Guaranteed Obligations shall have been paid in full and the Commitments shall
have terminated



 73
 









and all Letters of
Credit shall have expired or been cancelled. 
The Guarantor hereby irrevocably waives any right to revoke this
Guaranty as to future transactions giving rise to any Guaranteed Obligations.


7.8                               Authority of Credit Parties.


It
is not necessary for any Beneficiary to inquire into the capacity or powers of
any Credit Party or the officers, directors or any agents acting or purporting
to act on behalf of any of them.


7.9                               Financial Condition of
Credit Parties.


Any
Credit Extension may be made to any Credit Party or continued from time to
time, without notice to or authorization from the Guarantor regardless of the
financial or other condition of any Credit Party at the time of any such grant
or continuation is entered into, as the case may be.  No Beneficiary shall have any obligation to
disclose or discuss with the Guarantor its assessment, or the Guarantor’s
assessment, of the financial condition of any Credit Party.  The Guarantor has adequate means to obtain
information from the other Credit Parties on a continuing basis concerning the
financial condition of the other Credit Parties and their ability to perform
their Obligations under the Loan Documents, and the Guarantor assumes the
responsibility for being and keeping informed of the financial condition of the
other Credit Parties and of all circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations. 
The Guarantor hereby waives and relinquishes any duty on the part of any
Beneficiary to disclose any matter, fact or thing relating to the business,
operations or conditions of any other Credit Parties now known or hereafter
known by any Beneficiary.


7.10                        Bankruptcy, etc.


(a)                                  So long as any Guaranteed Obligations remain
outstanding, the Guarantor shall not, without the prior written consent of the
Administrative Agent acting pursuant to the instructions of the Requisite
Lenders, commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case or proceeding of or against any other Credit
Party.  The Obligations of the Guarantor
hereunder shall not be reduced, limited, impaired, discharged, deferred,
suspended or terminated by any case or proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation
or arrangement of any Credit Party or by any defense which such Credit Party or
any other Credit Party may have by reason of the order, decree or decision of
any court or administrative body resulting from any such proceeding.


(b)                                 The Guarantor acknowledges and agrees that
any interest on any portion of the Guaranteed Obligations which accrues after
the commencement of any case or proceeding referred to in clause (a) above (or,
if interest on any portion of the Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of such case or proceeding, such
interest as would have accrued on such portion of the Guaranteed Obligations if
such case or proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of the Guarantor and the Beneficiaries
that the Guaranteed Obligations which are guaranteed by the Guarantor pursuant
hereto should be determined without regard to any rule of law or order which
may relieve any other Credit Party of any



 74
 









portion of such Guaranteed Obligations. 
The Guarantor will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay the
Administrative Agent, or allow the claim of the Administrative Agent in respect
of, any such interest accruing after the date on which such case or proceeding
is commenced.


(c)                                  In the event that all or any portion of the
Guaranteed Obligations are paid by any Credit Party, the Obligations of the
Guarantor hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such
payment(s) are rescinded or recovered directly or indirectly from any
Beneficiary as a preference, fraudulent transfer or otherwise, and any such
payments which are so rescinded or recovered shall constitute Guaranteed
Obligations for all purposes hereunder.


SECTION 8.     EVENTS OF DEFAULT


If
any of the following conditions or events (each an “Event of Default”) shall occur:


8.1                               Failure to Make Payments
When Due.


Failure
by any Credit Party to pay (i) any installment of principal of any Loan when
due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment, by demand pursuant to Section 7 or
otherwise; (ii) when due any amount payable to the Issuing Bank in
reimbursement of any drawing under a Letter of Credit; or (iii) any interest on
any Loan or any fee or any other amount due under this Agreement within five
(5) days after the date due; or


8.2                               Default in Other Agreements.


Failure
of any Credit Party or any of their respective Subsidiaries to pay when due any
principal of or interest on or any other amount payable in respect of one or
more items of Indebtedness (other than Indebtedness referred to in Section 8.1
above) in excess of $20,000,000 in the aggregate and in each case beyond the
end of any grace period provided therefor, if any; or (ii) breach or default by
any Credit Party or any of their respective Subsidiaries with respect to any
other material term of (a) one or more items of such Indebtedness or (b) any
loan agreement, mortgage, indenture or other agreement relating to such item(s)
of Indebtedness, in each case beyond the end of any grace period provided
therefor, if any, if the effect of such breach or default is to cause, or to
permit the holder or holders of that Indebtedness (or a trustee on behalf of
such holder or holders) to cause, that Indebtedness to become or be declared
due and payable (or redeemable) prior to its stated maturity or the stated
maturity of any underlying obligation, as the case may be; or


8.3                               Breach of Certain Covenants.


Failure
of any Credit Party to perform or comply with any term or condition contained
in Sections 5.1(v)(a), 5.3 (solely with respect to (1) the existence of any
Credit Party and (2) the failure of the Borrower to preserve or keep in full
force and effect its rights, privileges, licenses and franchises if such
failure would reasonably be expected to have a Material Adverse Effect), 5.9 or
6 of this Agreement; or



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8.4                               Breach of Representation or
Warranty.


Any
representation, warranty, certification or other statement made by any Credit
Party in any Loan Document or in any statement or certificate at any time given
by such Credit Party in writing pursuant thereto or in connection therewith
shall be false in any material respect on the date as of which made; or


8.5                               Other Defaults Under Loan
Documents.


Any
Credit Party shall default in the performance of or compliance with any term
contained in this Agreement or any other Loan Document (other than those
specified in Sections 8.1, 8.2, 8.3 and 8.4) and such default or non-compliance
shall not be cured or waived within thirty (30) days after the applicable Credit
Party shall have received notice from the Administrative Agent of such default;
or


8.6                               Involuntary Bankruptcy;
Appointment of Receiver, etc.


(i)
A court of competent jurisdiction shall enter a decree or order for relief in
respect of any the Borrower or any of its Significant Subsidiaries in an
involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced
against the Borrower or any of its Significant Subsidiaries under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, examiner, custodian or other officer having similar
powers over the Borrower or any of its Significant Subsidiaries, or over all or
a substantial part of their respective property, shall have been entered; or
there shall have occurred the involuntary appointment of an interim receiver,
trustee, examiner or other custodian of the Borrower or any of its Significant
Subsidiaries for all or a substantial part of their respective property; or a
warrant of attachment, execution or similar process shall have been issued
against any substantial part of the property of the Borrower or any of its
Significant Subsidiaries, and any such event described in this clause (ii)
shall continue for sixty (60) days unless dismissed, bonded or discharged; or


8.7                               Voluntary Bankruptcy;
Appointment of Receiver, etc.


The
Borrower or any of its Significant Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or the Borrower or any of its Significant Subsidiaries
shall make any assignment for the benefit of creditors; or the Borrower or any
of its Significant Subsidiaries shall be unable, or shall fail generally, or
shall admit in writing their respective inability, to pay its debts as such
debts become due; or the board of directors (or similar governing body) of the
Borrower or any of its Significant Subsidiaries (or any committee thereof)
shall adopt any resolution or otherwise



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authorize any
action to approve any of the actions referred to in this Section 8.7 or in
Section 8.6 above; or


8.8                               Judgments and Attachments.


Any
money judgment, writ or warrant of attachment or similar process involving in
excess of $20,000,000 (not adequately covered by insurance as to which a
solvent and unaffiliated insurance company has acknowledged coverage) shall be
entered or filed against the Borrower or any of its Subsidiaries, or any of
their respective assets, and shall remain undischarged, unvacated, unbonded or
unstayed for a period of sixty (60) days (or in any event later than five (5)
days prior to the date of any proposed sale thereunder); or


8.9                               Dissolution.


Any
order, judgment or decree shall be entered against the Borrower or any of its
Subsidiaries decreeing the dissolution or split up of such Person; or


8.10                        Employee Benefit Plans.


There
shall occur one or more ERISA Events which individually or in the aggregate
results in or might reasonably be expected to result in liability of the
Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates
in excess of $10,000,000 during the term of this Agreement; or there shall
exist any fact or circumstance that reasonably could be expected to result in
the imposition of a Lien or security interest under Section 412(n) of the
Internal Revenue Code or under ERISA; or


8.11                        Change in Control.


A
Change of Control shall occur; or


8.12                        Repudiation of Obligations.


At
any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations, shall cease to
be in full force and effect (other than in accordance with its terms) or shall
be declared to be null and void or the Guarantor shall repudiate its
Obligations thereunder, (ii) this Agreement for any reason shall cease to be in
full force and effect (other than by reason of the satisfaction in full of the
Obligations) or shall be declared null and void, or (iii) any Credit Party
shall contest the validity or enforceability of any Loan Document, or deny that
it has any further liability under any Loan Document to which it is a party;


THEN,
(1) upon the occurrence of any Event of Default described in Section 8.6 or
8.7, automatically, and (2) upon the occurrence of any other Event of Default,
at the request of (or with the consent of) Requisite Lenders, upon notice to
the Borrower by the Administrative Agent, (A) the Commitments, if any, of each
Lender having such Commitments and the obligation of the Issuing Bank to issue
any Letter of Credit shall immediately terminate; (B) each of the following
shall immediately become due and payable, in each case without presentment,
demand, protest or other requirements of any kind, all of which are hereby
expressly waived by



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each Credit
Party:  (I) the unpaid principal amount
of and accrued interest on the Loans, (II) an amount equal to the maximum
amount that may at any time be drawn under all Letters of Credit then
outstanding (regardless of whether any beneficiary under any such Letter of
Credit shall have presented, or shall be entitled at such time to present, the
drafts or other documents or certificates required to draw under such Letters
of Credit), and (III) all other Obligations; provided the foregoing
shall not affect in any way the obligations of Lenders under Section 2.2E; and
(C) the Administrative Agent shall direct the Borrower to pay (and the Borrower
hereby agrees upon receipt of such notice, or upon the occurrence of any Event
of Default specified in Sections 8.6 and 8.7 to pay) to the Administrative
Agent such additional amounts of cash, to be held as security for the
Borrower’s reimbursement Obligations in respect of Letters of Credit then
outstanding, equal to the Letter of Credit Usage at such time.


SECTION 9.     MISCELLANEOUS


9.1                               Assignments and
Participations in Loans and Letters of Credit.


A.                                    Right to Assign.  Each
Lender shall have the right at any time to sell, assign or transfer all or a
portion of its rights and obligations under this Agreement, including all or a
portion of its Commitment or Loans owing to it or other Obligation (provided,
however, that each such assignment shall be of a uniform, and not
varying, percentage of all rights and obligations under and in respect of Loans
and its Commitment):  (i) to any Person
meeting the criteria of clause (A) of the definition of the term of “Eligible
Assignee” or to any Approved Fund upon the giving of notice to the Borrower and
the Administrative Agent; and (ii) to any Person meeting the criteria of clause
(B) of the definition of the term of “Eligible Assignee” and consented to by
each of the Borrower and the Administrative Agent (such consent not to be (x)
unreasonably withheld or delayed and, (y) in the case of the Borrower, required
at any time an Event of Default shall have occurred and then be continuing); provided
further each such assignment pursuant to this Section 9.1A shall be in
an aggregate amount of not less than $5,000,000, which such amount shall be
reduced to $1,000,000 at any time an Event of Default shall have occurred and
be continuing (or such lesser amount as may be agreed to by the Borrower and
the Administrative Agent or as shall constitute the aggregate amount of the
Commitment and Loans of the assigning Lender).


B.                                    Requirements.  The
assigning Lender and the assignee thereof shall execute and deliver to the
Administrative Agent an Assignment Agreement, together with (i) a processing
and recordation fee of $3,500, and (ii) such forms, certificates or other
evidence, if any, with respect to United States federal income tax withholding
matters as the assignee under such Assignment Agreement may be required to
deliver to Administrative Agent pursuant to Section 2.8B(iii).


C.                                    Acceptance and Notice of
Assignment.  Upon its receipt of a duly executed and
completed Assignment Agreement, together with the processing and recordation
fee referred to in Section 9.1B (and any forms, certificates or other evidence
required by this Agreement in connection therewith), the Administrative Agent
shall record the information contained in such Assignment Agreement in the
Register, shall give prompt notice thereof to the Borrower and shall maintain a
copy of such Assignment Agreement.



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D.                                    Representations and Warranties of
Assignee.  Each Lender, upon execution and delivery
hereof or upon executing and delivering an Assignment Agreement, as the case
may be, represents and warrants as of the Effective Date or as of the
applicable Effective Date (as defined in the applicable Assignment Agreement)
that (i) it is an Eligible Assignee; (ii) it has experience and expertise in
the making of or investing in commitments or loans such as its Commitment or
Loans, as the case may be; and (iii) it will make or invest in, as the case may
be, its Commitment or Loans for its own account in the ordinary course of its
business and without a view to distribution of its Commitment or Loans within
the meaning of the Securities Act or the Exchange Act or other federal
securities laws (it being understood that, subject to the provisions of this
Section 9.1, the disposition of its Commitment or Loans or any interests
therein shall at all times remain within its exclusive control).


E.                                      Effect of Assignment. 
Subject to the terms and conditions of this Section 9.1, as of the
“Effective Date” specified in the applicable Assignment Agreement:  (i) the assignee thereunder shall have the
rights and obligations of a “Lender” hereunder to the extent such rights and
obligations hereunder have been assigned to it pursuant to such Assignment Agreement
and shall thereafter be a party hereto and a “Lender” for all purposes hereof;
(ii) the assigning Lender thereunder shall, to the extent that rights and
obligations hereunder have been assigned thereby pursuant to such Assignment
Agreement, relinquish its rights (other than any rights which survive the
termination hereof under Section 9.9) and be released from its obligations
hereunder (and, in the case of an Assignment Agreement covering all or the
remaining portion of an assigning Lender’s rights and obligations hereunder,
such Lender shall cease to be a party hereto; provided, anything contained in
any of the Loan Documents to the contrary notwithstanding, (y) the Issuing Bank
shall continue to have all rights and obligations thereof with respect to such
Letters of Credit until the cancellation or expiration of such Letters of
Credit and the reimbursement of any amounts drawn thereunder and (z) such
assigning Lender shall continue to be entitled to the benefit of all
indemnities hereunder as specified herein with respect to matters arising out
of the prior involvement of such assigning Lender as a Lender hereunder); (iii)
the Commitments shall be modified to reflect the Commitment of such assignee
and any Commitment of such assigning Lender, if any; and (iv) if any such
assignment occurs after the issuance of any Note to the assigning Lender, the
assigning Lender shall, upon the effectiveness of such assignment or as
promptly thereafter as practicable, surrender its applicable Notes to the
Administrative Agent for cancellation, and thereupon the Credit Parties shall
issue and deliver new Notes, if so requested by the assignee and/or assigning
Lender, to such assignee and/or to such assigning Lender, with appropriate
insertions, to evidence the Loans of the assignee and/or the assigning Lender.


F.                                      Certain Other Permitted
Assignments.  In addition to any other assignment permitted
pursuant to this Section 9.1, any Lender may assign and/or pledge all or any
portion of its Loans, the other obligations owed by or to such Lender, and its
Letters of Credit, if any, to secure obligations of such Lender including to
any Federal Reserve Bank as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any operating circular
issued by such Federal Reserve Bank; provided that no such assignment or
pledge shall release any Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.



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G.                                    Participations.  Each
Lender shall have the right at any time to sell one or more participations to
any Person (other than the Credit Parties, any of their Subsidiaries or any of
their Affiliates) in all or any part of its Commitment, Loans or other Obligations.  The holder of any such participation, other
than an Affiliate of the Lender granting such participation, shall not be
entitled to require such Lender to take or omit to take any action hereunder
except with respect to any amendment, modification or waiver that would (i)
extend the final scheduled maturity of any Loan or Note in which such
participant is participating, or reduce the rate or extend the time of payment
of interest or fees thereon (except in connection with a waiver of applicability
of any post default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the participant’s participation over the
amount thereof then in effect (it being understood that a waiver of any Event
of Default or of a mandatory reduction in the Commitment shall not constitute a
change in the terms of such participation, and that an increase in any
Commitment or Loan shall be permitted without the consent of any participant if
the participant’s participation is not increased as a result thereof) or (ii)
consent to the assignment or transfer by any Credit Party of any of its rights
and obligations under this Agreement. 
The Credit Parties agree that each participant shall be entitled to the
benefits of Sections 2.9C and 2.8 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to Section 9.1A; provided
(i) a participant shall not be entitled to receive any greater payment under
Section 2.8 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such participant, unless the sale of the
participation to such participant is made with the applicable Credit Party’s
prior written consent and (ii) a participant that would be a Non-US Lender if it
were a Lender shall not be entitled to the benefits of Section 2.8B unless the
applicable Credit Party is notified of the participation sold to such
participant and such participant agrees, for the benefit of such Credit Party,
to comply with Section 2.8B as though it were a Lender.  To the extent permitted by law, each
participant also shall be entitled to the benefits of Section 9.5 as though it
were a Lender, provided such participant agrees to be subject to Section 9.19
as though it were a Lender.


9.2                               Expenses.


Whether
or not the transactions contemplated hereby shall be consummated, the Credit
Parties agree to pay promptly (i) all the actual and reasonable costs and
out-of-pocket expenses of preparation of the Loan Documents; (ii) all the costs
of furnishing all opinions by counsel for the Credit Parties; (iii) the
reasonable fees, out-of-pocket expenses and disbursements of a single U.S.
counsel, a special Canada counsel and a special Ireland counsel to the Lead
Arrangers and the Agents in connection with the negotiation, preparation and
execution of the Loan Documents and any other documents or matters requested by
the Credit Parties; (iv) all the actual and reasonable costs and out-of-pocket
reasonable fees, expenses and disbursements of any auditors, accountants,
consultants or appraisers; (v) all other actual and reasonable costs and
out-of-pocket expenses incurred by each Lead Arranger, the Administrative Agent
and each Syndication Agent in connection with the syndication of the Loans and
the negotiation, preparation and execution of the Loan Documents and the
transactions contemplated thereby; (vi) all actual and reasonable costs and
out-of-pocket expenses incurred by the Administrative Agent in connection with
any consents, amendments, waivers or other modifications of the Loan Documents
(including the reasonable fees, out-of-pocket expenses and disbursements of
counsel to the Administrative Agent in connection therewith); and (vii) after
the occurrence of an Event of Default, all costs and expenses, including
reasonable attorneys’ fees (including, without duplication, allocated



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costs of internal
counsel) and costs of settlement, incurred by any Agent or Lender in enforcing
any Obligations of or in collecting any payments due from the Credit Parties hereunder
or under the other Loan Documents by reason of such Event of Default (including
in connection with the sale of, collection from, or other realization upon any
collateral) or in connection with any refinancing or restructuring of the
credit arrangements provided under this Agreement in the nature of a “work-out”
or pursuant to any insolvency or bankruptcy cases or proceedings.


9.3                               Indemnity.


A.                                    In addition to the payment of expenses
pursuant to Section 9.2, whether or not the transactions contemplated hereby
shall be consummated, the Credit Parties agree to defend (subject to
Indemnitees’ selection of counsel), indemnify, pay and hold harmless each of
the Lead Arrangers and Agents and each Lender, and the respective partners,
officers, directors, employees, agents, attorneys, and affiliates of each of
the Lead Arrangers and each of the Agents and each Lender (collectively called
the “Indemnitees”), from and against any and all Indemnified
Liabilities (as hereinafter defined); provided that the Credit Parties
shall not have any obligation to any Indemnitee hereunder with respect to any
Indemnified Liabilities to the extent such Indemnified Liabilities arise from
the gross negligence or willful misconduct of that Indemnitee or any of its
Affiliates as determined by a final judgment of a court of competent
jurisdiction.  As used herein, “Indemnified Liabilities” means, collectively, any and all
liabilities, obligations, losses, damages (including natural resource damages),
penalties, actions, judgments, suits, claims (including environmental claims),
costs, expenses and disbursements of any kind or nature whatsoever (including
the reasonable fees and disbursements of counsel for Indemnitees in connection
with any investigative, administrative or judicial proceeding commenced or
threatened by any Credit Party or any other Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto, and any
fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including securities and
commercial laws, statutes, rules or regulations and Environmental Laws), on
common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee, in any manner
relating to or arising out of this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including the Lenders’ agreements
to make the Credit Extensions hereunder or the use or intended use of the
proceeds thereof, or any enforcement of any of the Loan Documents (including
the enforcement of the Guaranty)).


B.                                    To the extent that the undertakings to defend,
indemnify, pay and hold harmless set forth in this Section 9.3 may be
unenforceable in whole or in part because they are violative of any law or
public policy, the Credit Parties shall contribute the maximum portion that it
is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
them.


C.                                    To the extent permitted by applicable law,
the Credit Parties and each of their Subsidiaries shall not assert, and each
hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers
and their respective Affiliates, officers, directors, employees, attorneys or
agents, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) (whether or not the
claim therefor is based on contract, tort



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or duty imposed by any applicable legal requirement) arising out of, in
connection with, arising out of, as a result of, or in any way related to, this
Agreement or any other Loan Document, or any agreement or instrument
contemplated hereby or thereby or referred to herein or therein, the
transactions contemplated hereby or thereby, any Loan or the use of the
proceeds thereof or any act or omission or event occurring in connection
therewith, and the Credit Parties and each of its Subsidiaries hereby waives,
releases and agrees not to sue upon any such claim or any such damages, whether
or not accrued and whether or not known or suspected to exist in its favor.


9.4                               Exception
for Subsidiary Borrowers.


Notwithstanding
the foregoing, nothing in Sections 9.2 and 9.3 shall require a payment by a
Subsidiary Borrower if such payment would violate any Applicable Law or if any
Applicable Law would require minority shareholder approval, a valuation or a
discretionary order, provided that the Guarantor shall be liable for any
such payment referred to in this Section 9.4.


9.5                               Set-Off.


In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence and during the
continuance of any Event of Default, each of the Agents and each Lender (and
each of their respective Affiliates) is hereby authorized by the Credit Parties
at any time or from time to time subject, except in the case of an Event of
Default under Section 8.1, 8.6 or 8.7, to the consent of the Administrative
Agent (such consent not to be unreasonably withheld or delayed), without notice
to the Credit Parties or to any other Person, any such notice being hereby
expressly waived, to set-off and to appropriate and to apply any and all
deposits (general or special, including Indebtedness evidenced by certificates
of deposit, whether matured or unmatured, but not including trust accounts) and
any other Indebtedness at any time held or owing by such Agent or such Lender
(or such Affiliate), and any of their respective affiliates, as the case may
be, to or for the credit or the account of any Credit Party against and on
account of the obligations and liabilities of any Credit Party to such Agent or
such Lender under this Agreement and the other Loan Documents, including all
claims of any nature or description arising out of or connected with this
Agreement or any other Loan Document, irrespective of whether or not (i) such
Agent or such Lender shall have made any demand hereunder or (ii) the principal
of or the interest on the Loans or any other amounts due hereunder shall have
become due and payable pursuant to Section 9 and although said Obligations, or
any of them, may be contingent or unmatured.


9.6                               Amendments
and Waivers.


No
amendment, modification, termination or waiver of any provision of this
Agreement or of any other Loan Document, or consent to any departure by the
Credit Parties therefrom, shall in any event be effective without the written
concurrence of the Requisite Lenders; provided that no amendment,
modification, termination, waiver or consent shall, without the consent of each
Lender:  (i) except as provided in
Section 2.15, extend the scheduled final maturity of any Loan or Note; (ii)
waive, reduce or postpone any scheduled repayment (but not prepayment); (iii)
reduce the rate of interest on any Loan or any fee or other amount payable
hereunder; (iv) extend the time for payment of any such interest, fees or other
amounts; (v)



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extend the stated
expiration date of any Letter of Credit beyond the Maturity Date; (vi) reduce
the principal amount of any Loan; (vii) amend, modify, terminate or waive any
provision of this Section 9.6; (viii) amend, modify or replace the definition
of “Requisite Lenders” or “Pro Rata Share”, or any provision of this Agreement
which would alter the pro rata
sharing of payments required hereunder; (ix) consent to the assignment or
transfer by any Credit Party of any of its rights and obligations under this
Agreement; or (x) release the Guarantor from its Obligations under the
Guaranty; provided further that no such amendment, modification,
termination or waiver of any provision of the Loan Documents, or consent to any
departure by any Credit Party therefrom, shall: 
(1) increase the Commitments of any Lender over the amount thereof then
in effect without the consent of such Lender; or (2) amend, modify, terminate
or waive any provision of this Agreement as the same applies to the rights or
obligations of any Agent, in each case without the consent of such Agent.  The Administrative Agent may, but shall have
no obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of such Lender.  Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was
given.  No notice to or demand on any
Credit Party in any case shall entitle such Credit Party to any other or
further notice or demand in similar or other circumstances.


9.7                               Independence
of Covenants.


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


9.8                               Notices.


A.                                    Generally. 
Unless otherwise specifically provided herein, all notices or other
communications provided for hereunder between the Credit Parties and any other
Person party hereto shall be in writing (including facsimile or electronic
mail) and mailed, sent by overnight courier, telecopied, e-mailed, or delivered
to, in the case of each signatory to this Agreement, at its address set forth
on the signature pages hereto, or, as to each party, at such other address or
to such other person as shall be designated by such party in a written notice
to all other parties.  Any notice,
request or demand to or upon the Borrower or any other Person party hereto
shall not be effective until received.


B.                                    Intralinks.


(i)                                     The Credit Parties hereby agree that they
will provide to the Administrative Agent all information, documents and other
materials that they are obligated to furnish to the Administrative Agent
pursuant to the Loan Documents, including all notices, requests, financial
statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (i) relates to a request
for a new, or a conversion of an existing, borrowing or other Credit Extension
(including any election of an interest rate or interest period relating
thereto), (ii) relates to the payment of any principal or other amount due
under this Agreement prior to the scheduled date therefor, (iii) provides
notice



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of any Potential Default or Event of Default or (iv) is required to be
delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or any borrowing or other Credit Extension hereunder (all such
non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an
electronic/soft medium in a format acceptable to the Administrative Agent to
oploanswebadmin@citigroup.com.  In
addition, the Credit Parties agree to continue to provide the Communications to
the Administrative Agent in the manner specified in the Loan Documents but only
to the extent requested by the Administrative Agent.


(ii)                                  The Credit Parties further agree that the
Administrative Agent may make the Communications available to the Lenders by
posting the Communications on Intralinks or a substantially similar electronic
transmission system (the “Platform”).


(iii)                            THE PLATFORM IS PROVIDED “AS IS”
AND “AS AVAILABLE”.  THE AGENT PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.  IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR
ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”)
HAVE ANY LIABILITY TO THE CREDIT PARTIES, ANY LENDER OR ANY OTHER PERSON OR
ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF THE CREDIT PARTIES’ OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE
EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM
SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


(iv)                              The Administrative Agent agrees that the receipt of the Communications
by the Administrative Agent at its e-mail address set forth above shall
constitute effective delivery of the Communications to the Administrative Agent
for purposes of the Loan Documents.  Each
Lender agrees that notice to it (as provided in the next sentence) specifying
that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Lender for purposes of the
Loan Documents.  Each Lender agrees to
notify the Administrative Agent in writing (including by electronic communication)
from time to time of such Lender’s e-mail address to which the foregoing notice
may be sent by electronic transmission and (ii) that the foregoing notice may
be sent to such e-mail address.



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C.                                    Notices to Subsidiary Borrowers.  Each
Subsidiary Borrower hereby designates the Borrower as its representative and
agent on its behalf for the purposes of giving and receiving all notices (other
than Notices of Borrowing) and any other documentation required to be delivered
to it pursuant to this Agreement and any other Loan Document by the Administrative
Agent or any Lender.  The Borrower hereby
accepts such appointment.  The Agents and
the Lenders may regard any notice (other than Notices of Borrowing) or other
communication pursuant to any Loan Document from the Borrower as a notice or
communication from all borrowers, and may give any notice or communication
required or permitted to be given to any Subsidiary Borrower or Subsidiary
Borrowers hereunder to the Borrower on behalf of such Subsidiary Borrower or
Subsidiary Borrowers.  Each Subsidiary
Borrower agrees that each notice, election, representation and warranty,
covenant, agreement and undertaking made on its behalf by the Borrower shall be
deemed for all purposes to have been made by such Subsidiary Borrower and shall
be binding upon and enforceable against such Subsidiary Borrower to the same
extent as if the same had been made directly by such Subsidiary Borrower.


9.9                               Survival
of Representations, Warranties and Agreements.


A.                                    All representations, warranties and
agreements made herein shall survive the execution and delivery of this
Agreement and the making of the Loans hereunder.


B.                                    Notwithstanding anything in this Agreement or
implied by law to the contrary, the agreements of the Credit Parties set forth
in Sections 2.8, 2.9C, 9.2, 9.3 and 9.5 and the agreements of Lenders set forth
in Sections 9.19, 10.2C and 10.4 shall survive the payment of the Loans and the
termination of this Agreement.


9.10                        Failure
or Indulgence Not Waiver; Remedies Cumulative.


No
failure or delay on the part of any Lead Arranger, any Agent or any Lender in
the exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege.  The rights, powers and remedies given to each
Lead Arranger, each Agent and each Lender hereby are cumulative and shall be in
addition to and independent of all rights, powers and remedies existing by
virtue of any statute or rule of law or in any other Loan Document.  Any forbearance or failure to exercise, and any
delay in exercising, any right, power or remedy hereunder shall not impair any
such right, power or remedy or be construed to be a waiver thereof, nor shall
it preclude the further exercise of any such right, power or remedy.


9.11                        Marshalling;
Payments Set Aside.


No
Agent or Lender shall be under any obligation to marshal any assets in favor of
any Credit Party or any other Person or against or in payment of any or all of
the Obligations.  To the extent that any
Credit Party makes a payment or payments to the Administrative Agent or the
Lenders (or to the Administrative Agent, on behalf of the Lenders) or the
Administrative Agent or the Lenders enforce any security interests or exercises
their rights of set-off, and such payment or payments or the proceeds of such
enforcement or set-off or any part thereof are subsequently



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invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or payments
had not been made or such enforcement or set-off had not occurred.


9.12                        Severability.


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


9.13                        Headings.


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


9.14                        Applicable
Law.


THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


9.15                        Successors
and Assigns.


This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of the Lenders (it being understood that each
Lender’s rights of assignment are subject to Section 9.1).  The Credit Parties may not assign or delegate
its rights or obligations hereunder or any interest therein without the prior
written consent of each Lender.  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees,
and Affiliates of each of the Agents and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


9.16                        Consent
to Jurisdiction and Service of Process.


ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE CREDIT PARTIES
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT,
EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
IRREVOCABLY



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(I)                                    ACCEPTS GENERALLY AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;


(II)                                WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;


(III)                            AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH CREDIT PARTY AT ITS ADDRESS
SET FORTH ON THE SIGNATURE PAGES HERETO;


(IV)                           AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
OVER SUCH CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;


(V)                               AGREES THAT EACH AGENT AND
EACH LENDER RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST SUCH CREDIT PARTY IN THE COURTS OF ANY
OTHER JURISDICTION; AND


(VI)                           AGREES THAT THE PROVISIONS
OF THIS SECTION 9.16 RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND
ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.


9.17                        Waiver
of Jury Trial.


EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER
RELATIONSHIP THAT IS BEING ESTABLISHED.  The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and
that relate to the subject matter of this transaction, including contract
claims, tort claims, breach of duty claims and all other common law and
statutory claims.  Each party hereto
acknowledges that this waiver is a material inducement to enter into a business
relationship, that each has already relied on this waiver in entering into this
Agreement, and that each will continue to rely on this waiver in their related
future dealings.  Each party hereto
further warrants and represents that it has reviewed this waiver with its legal
counsel and that it knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. 
THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.17 AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR



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MODIFICATIONS
TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS
OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  In the event of litigation, this Agreement
may be filed as a written consent to a trial by the court.


9.18                        Confidentiality.


Each
Agent and Lender shall hold all confidential, proprietary or non-public
information regarding the Credit Parties and their respective Subsidiaries and
their respective businesses which has been identified as confidential by any
such Credit Party and obtained pursuant to the requirements of this Agreement
in accordance with such Agent’s or Lender’s customary procedures for handling
confidential information of this nature and in accordance with safe and sound
banking practices, it being understood and agreed by the Credit Parties that in
any event each Lender may make disclosures (i) to Affiliates of such Agent or
Lender and the directors, officers, employees, agents, advisors and other
representatives of such Agent or Lender and their Affiliates (and to other
persons authorized by an Agent or Lender to organize, present or disseminate
such information in connection with disclosures otherwise made in accordance
with this Section 9.18); (ii) reasonably required by any bona fide or potential
assignee, transferee or participant in connection with the contemplated
assignment, transfer or participation by any Lender of its Loans or any
interest therein; (iii) to any rating agency when required by it, provided
that, prior to any disclosure, such rating agency shall undertake in writing to
preserve the confidentiality of any confidential information relating to the
Credit Parties or their Subsidiaries received by it from any of the Agents or
any Lender; (iv) required or requested by any Governmental Authority or
representative thereof; provided that unless specifically prohibited by
applicable law, court order or similar regulatory process, each Agent and
Lender shall make reasonable efforts to notify the Credit Parties of any
request by any Governmental Authority or representative thereof (other than any
such request in connection with any examination of the financial condition or
other routine examination of such Agent or Lender by such Governmental
Authority) for disclosure of any such non-public information prior to
disclosure of such information; (v) to any other party hereto; (vi) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder; (vii) to
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Credit Parties and their Obligations;
(viii) with the consent of the applicable Credit Party or (ix) to the extent
such information (x) becomes publicly available other than as a result of a
breach of this Section 9.18 or (y) becomes available to any Agent, any Lender
or their respective Affiliates on a nonconfidential basis from a source other
than the Credit Parties so long as such Agent, such Lender or such Affiliate
does not have knowledge that such source has an obligation to any Credit Party
to keep such information confidential; provided that in no event shall
any Agent or Lender be obligated or required to return any materials furnished
by any Credit Party or any of its Subsidiaries.


9.19                        Ratable
Sharing.


The
Lenders hereby agree among themselves that if any of them shall, whether by
voluntary payment (other than a voluntary prepayment of Loans made and applied
in accordance with the terms hereof), through the exercise of any right of
set-off or banker’s lien, by



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counterclaim or
cross action or by the enforcement of any right under the Loan Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of facility
fees or commitment fees and other amounts then due and owing to such Lender
hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender),
which is greater than the proportion received by any other Lender in respect to
of the Aggregate Amounts Due to such other Lender, then the Lender receiving
such proportionately greater payment shall (i) notify the Administrative Agent
of the receipt of such payment and (ii) apply a portion of such payment to
purchase (for cash at face value) participations (which it shall be deemed to
have purchased from each seller of a participation simultaneously upon the
receipt by such seller of its portion of such payment), or such other
adjustments as shall be equitable, in the Aggregate Amounts Due to the other
Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by
all Lenders in proportion to the Aggregate Amounts Due to them; provided
that, if all or part of such proportionately greater payment received by such
purchasing Lender is thereafter recovered from such Lender upon the bankruptcy
or reorganization of any Credit Party or otherwise, those purchases shall be
rescinded and the purchase prices paid for such participations shall be
returned to such purchasing Lender ratably to the extent of such recovery, but
without interest.  The Credit Parties and
each of their Subsidiaries expressly consents to the foregoing arrangement and
agrees that any holder of a participation so purchased may exercise any and all
rights of banker’s lien, set-off or counterclaim with respect to any and all
monies owing by the Credit Parties or any of their Subsidiaries to that holder
with respect thereto as fully as if that holder were owed the amount of the
participation held by that holder.


9.20                        Counterparts;
Effectiveness.


This
Agreement and any amendments, waivers, consents or supplements hereto or in
connection herewith may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.  This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and receipt
by the Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.


9.21                        Obligations
Several; Independent Nature of Lenders’ Rights.


The
obligations of the Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitment of any other Lender
hereunder.  Nothing contained herein or
in any other Loan Document, and no action taken by the Lenders pursuant hereto
or thereto, shall be deemed to constitute the Lenders as a partnership, an
association, a joint venture or any other kind of entity.  The amounts payable at any time hereunder to
each Lender shall be a separate and independent debt, and each Lender shall be
entitled to protect and enforce its rights arising out hereof and it shall not
be necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.



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9.22                        Usury
Savings Clause.


Notwithstanding
any other provision herein, the aggregate interest rate charged with respect to
any of the Obligations, including all charges or fees in connection therewith
deemed in the nature of interest under applicable law shall not exceed the
Highest Lawful Rate.  As used herein, “Highest Lawful Rate” means the maximum
lawful interest rate, if any, that at any time or from time to time may be
contracted for, charged, or received under the laws applicable to any Lender
which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.  If the rate of interest (determined without
regard to the preceding sentence) under this Agreement at any time exceeds the
Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall
bear interest at the Highest Lawful Rate until the total amount of interest due
hereunder equals the amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect.  In addition, if when the
Loans made hereunder are repaid in full the total interest due hereunder
(taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect, then to
the extent permitted by law, the Credit Parties shall pay to the Administrative
Agent an amount equal to the difference between the amount of interest paid and
the amount of interest which would have been paid if the Highest Lawful Rate
had at all times been in effect. 
Notwithstanding the foregoing, it is the intention of the Lenders and
the Credit Parties to conform strictly to any applicable usury laws.  Accordingly, if any Lender contracts for,
charges, or receives any consideration which constitutes interest in excess of
the Highest Lawful Rate, then any such excess shall be cancelled automatically
and, if previously paid, shall at such Lender’s option be applied to the
outstanding amount of the Loans made hereunder or be refunded to the Credit
Parties.


9.23                        Judgment
Currency.


The
obligation of the Credit Parties to make payments of the principal of and
interest on the Obligations in the Currency specified for such payment shall
not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment, which is expressed in or converted into any other currency, except to
the extent that such tender or recovery shall result in the actual receipt by
the Administrative Agent or the applicable Lender of the full amount of the
particular Currency expressed to be payable pursuant to the applicable Loan
Document.  The Administrative Agent
shall, using all amounts obtained or received from the applicable Credit Party
pursuant to any such tender or recovery in payment of principal of and interest
on the Obligations, promptly purchase the applicable Currency at the most
favorable spot exchange rate determined by the Administrative Agent to be
available to it.  The obligation of the
Credit Parties to make payments in the applicable Currency shall be enforceable
as an alternative or additional cause of action solely for the purpose of
recovering in the applicable Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the currency expressed to be
payable pursuant to the applicable Loan Document.



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9.24                        Termination
of Existing Credit Agreement.


The
Borrower and each of the Lenders that is also a “Lender” party to the Credit
Agreement and Guaranty dated as of April 30, 2002, as amended, among the
Borrower, the lenders party thereto and Citicorp North America, Inc., as
administrative agent (the “Existing Credit Agreement”), agrees that the
“Commitments” as defined in the Existing Credit Agreement shall be terminated
in their entirety on the Effective Date in accordance with the terms
thereof.  Each of such Lenders waives any
requirement of notice of such termination pursuant to Article II of the
Existing Credit Agreement.


SECTION 10.     AGENTS


10.1                        Appointment.


ABN AMRO Bank and
MSSF are hereby appointed as Syndication Agents hereunder, and each Lender
hereby authorizes the Syndication Agents to act as its agents in accordance
with the terms of this Agreement and the other Loan Documents.  Bank of America, N.A. and Wachovia Bank,
National Association are hereby appointed as Documentation Agents hereunder,
and each Lender hereby authorizes the Documentation Agents to act as its agents
in accordance with the terms of this Agreement and the other Loan Documents.  Citicorp is hereby appointed by each Lender
as the Administrative Agent hereunder and under the other Loan Documents and
each Lender hereby authorizes the Administrative Agent to act as its agent in
accordance with the terms of this Agreement and the other Loan Documents.  Each Agent hereby agrees to act upon the
express conditions contained in this Agreement and the other Loan Documents, as
applicable.  The provisions of this Section
10 are solely for the benefit of the Agents and the Lenders, and the Credit
Parties shall have no rights as a third party beneficiary of any of the
provisions thereof.  In performing its
functions and duties under this Agreement, each of the Agents shall act solely
as an agent of the Lenders and does not assume and shall not be deemed to have
assumed any obligation towards or relationship of agency or trust with or for
any Credit Party or any of their respective Subsidiaries.


10.2                        Powers
and Duties; General Immunity.


A.                                    Powers; Duties Specified.  Each
Lender irrevocably authorizes each Agent to take such action on such Lender’s
behalf and to exercise such powers, rights and remedies hereunder and under the
other Loan Documents as are specifically delegated or granted to such Agent by
the terms hereof and thereof, together with such powers, rights and remedies as
are reasonably incidental thereto.  Each
Agent shall have only those duties and responsibilities that are expressly
specified in this Agreement and the other Loan Documents.  Each Agent may exercise such powers, rights
and remedies and perform such duties by or through its agents or
employees.  No Agent shall have, by
reason of this Agreement or any of the other Loan Documents, a fiduciary
relationship in respect of any Lender; and nothing in this Agreement or any of
the other Loan Documents, expressed or implied, is intended to or shall be so
construed as to impose upon any Agent any obligations in respect of this
Agreement or any of the other Loan Documents except as expressly set forth
herein or therein.  Anything herein to
the contrary notwithstanding, none of the Lead Arrangers, Syndication Agents or
Documentation Agents listed on the cover page hereof shall have any powers,
duties or responsibilities under this



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Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as a Lender or the Issuing Bank hereunder.


B.                                    No Responsibility for Certain
Matters.  No Agent shall be responsible to any Lender
for the execution, effectiveness, genuineness, validity, enforceability,
collectability or sufficiency of this Agreement or any other Loan Document or
for any representations, warranties, recitals or statements made herein or
therein or made in any written or oral statements or in any financial or other
statements, instruments, reports or certificates or any other documents
furnished or made by any Agent to the Lenders or by or on behalf of the Credit
Parties to any Agent or any Lender in connection with the Loan Documents and
the transactions contemplated thereby or for the financial condition or business
affairs of the Credit Parties or any other Person liable for the payment of any
Obligations, nor shall any Agent be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Loan Documents (other than to
confirm receipt of items required under this Agreement or any Loan Document to
be delivered to such Agent) or as to the use of the proceeds of the Loans or as
to the existence or possible existence of any Event of Default or Potential
Event of Default (unless and until notice describing such Event of Default or
Potential Event of Default is given to such Agent by a Credit Party or any
other Agent) or to make disclosures with respect to the foregoing.  Anything contained in this Agreement to the
contrary notwithstanding, the Administrative Agent shall not have any liability
arising from confirmations of the amount of outstanding Loans or the component
amounts thereof.


C.                                    Exculpatory Provisions.  No
Agent nor any of its officers, partners, directors, employees or agents shall
be liable to the Lenders for any action taken or omitted by any Agent under or
in connection with any of the Loan Documents except to the extent caused by
such Agent’s gross negligence or willful misconduct.  Each Agent shall be entitled to refrain from
any act or the taking of any action (including the failure to take an action)
in connection with this Agreement or any of the other Loan Documents or from
the exercise of any power, discretion or authority vested in it hereunder or
thereunder unless and until such Agent shall have received instructions in
respect thereof from the Requisite Lenders (or such other the Lenders as may be
required to give such instructions under Section 9.6) and, upon receipt of such
instructions from the Requisite Lenders (or such other Lenders, as the case may
be), such Agent shall be entitled to act or (where so instructed) refrain from
acting, or to exercise such power, discretion or authority, in accordance with
such instructions.  Without prejudice to
the generality of the foregoing, (i) each of Agent shall be entitled to rely,
and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper Person or Persons, and shall be entitled to rely and shall
be protected in relying on opinions and judgments of attorneys (who may be
attorneys for the Credit Parties and their Subsidiaries), accountants, experts and
other professional advisors selected by it; and (ii) no Lender shall have any
right of action whatsoever against any Agent as a result of such Agent acting
or (where so instructed) refraining from acting under this Agreement or any of
the other Loan Documents in accordance with the instructions of the Requisite
Lenders (or such other Lenders as may be required to give such instructions
under Section 9.6).


D.                                    Agents Entitled to Act as
Lenders.  The agency hereby created shall in no way
impair or affect any of the rights and powers of, or impose any duties or
obligations upon, any



 92
 









Agent in its individual capacity as a Lender hereunder.  With respect to its participation in the
Loans and the Letters of Credit, each Agent shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
performing the duties and functions delegated to it hereunder, and the term
“Lender” shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity.  Any
Agent and its Affiliates may accept deposits from, lend money to, own
Securities of, and generally engage in any kind of banking, trust, financial
advisory or other business with the Credit Parties or any of their Affiliates
as if it were not performing the duties specified herein, and may accept fees
and other consideration from the Credit Parties for services in connection with
this Agreement and otherwise without having to account for the same to Lenders.  No Agent shall have any duty to disclose any
information obtained or received by it or any of its Affiliates relating to the
Borrower or any of its Subsidiaries to the extent such information was obtained
or received in any capacity other than as an Agent under this Agreement.  In the event that Citicorp or any of its
Affiliates shall be or become an indenture trustee under the Trust Indenture
Act of 1939 (as amended, the “Trust Indenture Act”)
in respect of any securities issued or guaranteed by the Borrower, the parties
hereto acknowledge and agree that any payment or property received in
satisfaction of or in respect of any obligation of the Borrower hereunder or
under any other Loan Document by or on behalf of Citicorp in its capacity as
the Administrative Agent for the benefit of any Lender under this Agreement or
any Note (other than Citicorp or an Affiliate of Citicorp) and which is applied
in accordance with this Agreement shall be deemed to be exempt from the
requirements of Section 311 of the Trust Indenture Act pursuant to Section
311(b)(3) of the Trust Indenture Act.


10.3                        Representations
and Warranties; No Responsibility For Appraisal of Creditworthiness.


Each
Lender represents and warrants that it has made its own independent
investigation of the financial condition and affairs of the Credit Parties and
their Subsidiaries in connection with the making of the Loans hereunder and
that it has made and shall continue to make its own appraisal of the
creditworthiness of the Credit Parties and their Subsidiaries.  No Agent shall have any duty or
responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of the Lenders or to provide any
Lender with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter, and no Agent shall have any responsibility with respect to
the accuracy of or the completeness of any information provided to the Lenders.


10.4                        Right
to Indemnity.


Each
Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each
Agent, to the extent that such Agent shall not have been reimbursed by the
Credit Parties to the full extent required by this Agreement or any other Loan
Document, for and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
counsel fees and disbursements) or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against such Agent
in exercising its powers, rights and remedies or performing its duties
hereunder or under the other Loan Documents or otherwise in its capacity as
such Agent in any way relating to or arising out of this Agreement or



 93
 









the other Loan
Documents; provided that (a) no Lender shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent’s
gross negligence or willful misconduct and (b) no Lender shall be liable for
the payment of any portion of an Indemnified Liability pursuant to this Section
10.4 unless such Indemnified Liability was incurred by such Agent in its
capacity as such or by another Person acting for such Agent in such capacity.  If any indemnity furnished to any Agent for
any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.


10.5                        Successor
Administrative Agent.


The
Administrative Agent may resign at any time by giving thirty (30) days’ prior
written notice thereof to the Lenders and the Credit Parties, and the
Administrative Agent may be removed at any time with or without cause by an
instrument or concurrent instruments in writing delivered to the Credit Parties
and the Administrative Agent and signed by the Requisite Lenders.  Upon any such notice of resignation or any
such removal, the Requisite Lenders shall have the right, with, so long as no
Potential Event of Default or Event of Default exists, the consent of the
Borrower (which consent shall not be unreasonably withheld or delayed), upon
five (5) Business Days’ notice to the Credit Parties, to select a successor
Administrative Agent.  Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring or removed Administrative Agent and the retiring or removed
Administrative Agent shall be discharged from its duties and obligations under
this Agreement.  After any retiring or
removed Administrative Agent’s resignation or removal hereunder as
Administrative Agent, the provisions of this Section 10 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under this Agreement.


10.6                        Agents
Under Guaranty.


Each
Lender hereby authorizes the Administrative Agent on behalf of and for the
benefit of the Lenders, to be the agent for and representative of the Lenders
with respect to the Guaranty.


10.7                        Acknowledgment
of Potential Related Transactions.


The
Credit Parties hereby acknowledge their understanding that each of the Lead
Arrangers, each of the Agents and each of the Lenders may from time to time
effect transactions (for its own account or the account of customers), and hold
positions in loans or options on loans that may be the subject of this
arrangement.  In addition, certain
Affiliates of the Lenders are full service securities firms and as such may
from time to time effect transactions (for its own account or the account of
customers), and hold positions, in loans or options on loans or securities or
options on securities that may be the subject of this arrangement.  In addition, each of the Lead Arrangers, each
of the Agents and each of the Lenders may employ the services of its Affiliates
in providing certain services hereunder and may, subject to Section 9.18,
exchange with such Affiliates information concerning the Credit Parties and
other companies that may be the subject of this arrangement.



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SECTION 11.     SUBSIDIARY BORROWERS


11.1                        Joinder
of Subsidiary Borrowers.


The
obligations of the Lenders to make Loans to any Subsidiary Borrower on or after
the Effective Date are subject to the satisfaction of the following conditions
by such Subsidiary Borrower:


A.                                    Joinder Agreement.  The
Subsidiary Borrower requesting such Loan shall deliver or cause to be delivered
to the Administrative Agent on behalf of each Lender a Joinder Agreement duly
executed by such Subsidiary Borrower (and the other parties thereto).


B.                                    Approval by Lenders.  In
the case of any Subsidiary Borrower other than the Bahamian Subsidiary, the
Canadian Subsidiary and the Irish Subsidiary, all Lenders shall have approved
the addition of such Subsidiary Borrower as a party hereto.


C.                                    Organizational Documents.  The
Subsidiary Borrower requesting such Loan shall deliver or cause to be delivered
to the Administrative Agent on behalf of each Lender the following:


(i)                                     If requested by any Lender, an originally
executed Note substantially in the form of Annex A to the Joinder Agreement to
evidence such Lender’s Loans to such Subsidiary Borrower;


(ii)                                  copies of the Organizational Documents, dated
a recent date, certified as of such date (or a recent date prior thereto) by
the appropriate governmental official or the secretary (or other appropriate
officer) of such Subsidiary Borrower, as applicable;


(iii)                               resolutions of the board of directors (or similar governing body) of
such Subsidiary Borrower approving and authorizing the execution, delivery and
performance of the Loan Documents to which it is a party and certified as of
the Joinder Date by the secretary (or other appropriate officer) of such
Subsidiary Borrower as being in full force and effect without modification or
amendment;


(iv)                              signature and incumbency certificates of the officers of such
Subsidiary Borrower executing the Loan Documents to which it is a party on
behalf of such Subsidiary Borrower;


(v)                                 a good standing certificate or certificate of
existence, as applicable, from the Secretary of State (or similar official)
from the jurisdiction of formation of such Subsidiary Borrower, certified as of
the Effective Date (or a recent date prior to the Effective Date) (the matters
referenced in subsections 11C(ii)-(v) to be addressed in a secretary’s
certificate substantially in the form of Exhibit VII);


(vi)                              an officer’s certificate from an officer of such Subsidiary Borrower
substantially in the form of Exhibit VIII, in form and substance
satisfactory to the Administrative Agent, to the effect that all
representations and warranties contained in this Agreement and the other Loan
Documents are true, correct and complete; that the Borrower and its
Subsidiaries are



 95
 









not in violation of any of the covenants contained in this Agreement
and the other Loan Documents; that no Event of Default or Potential Event of
Default exists; and that such Subsidiary Borrower has satisfied each of the
conditions to effectiveness set forth in this Section 11; and


(vii)                           such other documents as the Administrative Agent on behalf of the
Lenders may reasonably request.


D.                                    Opinions of Counsel.  The
Administrative Agent shall have received (i) originally executed copies of one
or more favorable written opinions of (x) special New York counsel for such
Subsidiary Borrower and (y) counsel for such Subsidiary Borrower in the
jurisdiction of its organization and (ii) any additional legal opinions
reasonably requested by the Administrative Agent, each in form and substance
reasonably satisfactory to the Administrative Agent and its counsel, dated as
of the Joinder Date.


E.                                      Payment of Amounts Due.  The
Subsidiary Borrower requesting such Loan shall have paid to the Administrative
Agent all reasonable out-of-pocket costs, fees and expenses (including
reasonable legal fees and expenses of a single U.S. counsel and of a single
counsel in the jurisdiction of organization of such Subsidiary Borrower)
incurred by the Administrative Agent in connection with the negotiation,
preparation and execution of a Joinder Agreement and the transactions
contemplated by the joinder of such Subsidiary Borrower as a Credit Party
hereunder.


F.                                      Authorizations and Consents.


(i)                                     The Subsidiary Borrower requesting such Loan
shall have obtained all Governmental Authorizations and all consents of other
Persons, in each case that are necessary in connection with the transactions
contemplated by the Loan Documents, and each of the foregoing shall be in full
force and effect and in form and substance reasonably satisfactory to the
Administrative Agent and the Lenders. 
All applicable waiting periods shall have expired without any action
being taken or threatened by any competent authority which would restrain,
prevent or otherwise impose material adverse conditions on the transactions
contemplated by the Loan Documents or the financing thereof and no action, request
for stay, petition for review or rehearing, reconsideration, or appeal with
respect to any of the foregoing shall be pending, and the time for any
applicable agency to take action to set aside its consent on its own motion
shall have expired.


(ii)                                  Each of the Lenders shall have received, at
least two (2) Business Days in advance of the Effective Date, all documentation
and other information required by Governmental Authorities under applicable
“know-your-customer” and anti-money laundering rules and regulations, including
as required by the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of
2001.


11.2                        Termination
of Status as Subsidiary Borrower


The
Borrower may, at any time that any Subsidiary Borrower has no outstanding Loans
(and no requests for Loans) hereunder, terminate such Subsidiary’s status as a
Subsidiary



 96
 









Borrower by notice
to the Administrative Agent (which shall promptly advise each Lender).  Upon receipt of such notice by the
Administrative Agent, such Subsidiary shall cease to be a Subsidiary Borrower
(and may not become a Subsidiary Borrower again without satisfaction of the
requirements set forth in Section 11.1).


[Remainder
of page intentionally left blank]



 97















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


	
  

  	
  HOSPIRA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  275 N. Field Road

  
	
   

  	
  Lake Forest, IL 60064

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Tel:

  	
  (847)        -            

  
	
   

  	
  Fax:

  	
  (847)        -            

  
	
   

  	
  email:

  
							



 













 


	
  

  	
  CITICORP NORTH AMERICA, INC.,

  
	
   

  	
  as Lender and Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  390 Greenwich Street

  
	
   

  	
  New York, NY 10013

  
	
   

  	
  Attention: William E. Clark

  
	
   

  	
  Tel: 

  	
  (212) 816-8183

  
	
   

  	
  Fax: 

  	
  (212) 816-8051

  
	
   

  	
  email: william.e.clark@citigroup.com

  
					



 



 2
 









 


	
  

  	
  ABN AMRO BANK N.V., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  540 West Madison Street, Suite 2100

  
	
   

  	
  Chicago, IL 60661

  
	
   

  	
  Attention: Loan Administration

  
	
   

  	
  Tel:

  	
  (312) 992-5150

  
	
   

  	
  Fax:

  	
  (312) 992-5155

  
					



 



 3
 









 


	
  

  	
  MORGAN STANLEY SENIOR FUNDING, INC., as

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  1633 Broadway, 25th Floor

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: James Morgan/Larry Benison

  
	
   

  	
  Tel:

  	
  (212) 537-1470 / (212) 537-1439

  
	
   

  	
  Fax:

  	
  (212) 537-1867 / 1866

  
	
   

  	
  email:

  
					



 



 4
 









 


	
  

  	
  BANK OF AMERICA, N.A., as
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  1850 Gateway Blvd.

  
	
   

  	
  Concord, CA 94520-3282

  
	
   

  	
  Attention: Pamela S. Greer-Tillman

  
	
   

  	
  Tel: 

  	
  (925) 675-8453

  
	
   

  	
  Fax: 

  	
  (888) 969-2786

  
	
   

  	
  email:

  
					



 



 5
 









 


	
  

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,
  as

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  201 South College Street CP9, NC 1183

  
	
   

  	
  Charlotte, NC 28288

  
	
   

  	
  Attention: Dianne Taylor

  
	
   

  	
  Tel:

  	
  (704) 715-1876

  
	
   

  	
  Fax:

  	
  (704) 715-0094

  
	
   

  	
  email:

  
					



 



 6
 









 


	
  

  	
  BANK OF MONTREAL, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  115 South LaSalle Street, 12 West

  
	
   

  	
  Chicago, IL 60603

  
	
   

  	
  Attention: Joseph W. Linder

  
	
   

  	
  Tel: (312) 750-3784

  
	
   

  	
  Fax: (312) 750-6057

  
	
   

  	
  email: joseph.linder@bmo.com

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL IRELAND PLC,
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
  Tel:

  
	
   

  	
  Fax:

  
	
   

  	
  email:

  



 



 7
 









 


	
  

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

  
	
   

  	
  CHICAGO BRANCH, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.

  
	
   

  	
  Chicago Branch

  
	
   

  	
  227 W. Monroe St., Suite 2300

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
  Attention: Corporate Banking—Ms. Diane Tkach

  
	
   

  	
  Tel:

  	
  (312) 696-4663

  
	
   

  	
  Fax:

  	
  (312) 696-4535

  
	
   

  	
  email: dtkach@btmna.com

  
					



 



 8
 









 


	
  

  	
  BNP PARIBAS, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  919 Third Avenue

  
	
   

  	
  3rd Floor

  
	
   

  	
  New York, NY 10022

  
	
   

  	
  Attention: Gabriel Candamo

  
	
   

  	
  Tel:

  	
  (212) 471-6626

  
	
   

  	
  Fax:

  	
  (212) 471-6695

  
	
   

  	
  email:

  
					



 



 9
 









 


	
  

  	
  SUNTRUST BANK., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  200 South Orange Avenue, MC 1108

  
	
   

  	
  Orlando, FL 32801

  
	
   

  	
  Attention: Arnette Delaine

  
	
   

  	
  Tel:

  	
  (407) 237-2436

  
	
   

  	
  Fax:

  	
  (407) 237-5342

  
	
   

  	
  email:

  
					



 



 10
 









 


	
  

  	
  THE NORTHERN TRUST COMPANY, as
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  50 South LaSalle Street

  
	
   

  	
  Chicago, IL 60675

  
	
   

  	
  Attention: Linda Honda

  
	
   

  	
  Tel:

  	
  (312) 444-3532

  
	
   

  	
  Fax:

  	
  (312) 630-1566

  
	
   

  	
  email:

  
					



 



 11