EX-4.1






Execution Copy Exhibit 4.1



Rohm and Haas Company




€175,000,000 4.50% Senior Notes due March 9, 2014














Note Purchase Agreement














Dated as of March 9, 2007




1



TABLE OF CONTENTS




(Not a part of the Agreement)




	 	 	 	 	 	 	 	 	 
	Section
	 	Heading	 	Page
	Section 1.Authorization of Notes
	 	 	 	 	 	 	1	 
	Section 2.Sale and Purchase of Notes
	 	 	 	 	 	 	1	 
	Section 3.Closing
	 	 	 	 	 	 	1	 
	Section 4.Conditions to Closing
	 	 	 	 	 	 	2	 
	Section 4.1
	 	Representations and Warranties
	 	 	2	 
	Section 4.2
	 	Performance; No Default
	 	 	2	 
	Section 4.3
	 	Compliance Certificates
	 	 	2	 
	Section 4.4
	 	Opinions of Counsel
	 	 	2	 
	Section 4.5
	 	Purchase Permitted by Applicable Law, Etc
	 	 	3	 
	Section 4.6
	 	Sale of Other Notes
	 	 	3	 
	Section 4.7
	 	Payment of Special Counsel Fees
	 	 	3	 
	Section 4.8
	 	Private Placement Number
	 	 	3	 
	Section 4.9
	 	Changes in Corporate Structure
	 	 	3	 
	Section 4.10
	 	Funding Instructions
	 	 	3	 
	Section 4.11
	 	Proceedings and Documents
	 	 	3	 
	Section 5.Representations and Warranties of the Company
	 	 	4	 
	Section 5.1
	 	Organization; Power and Authority
	 	 	4	 
	Section 5.2
	 	Authorization, Etc
	 	 	4	 
	Section 5.3
	 	Disclosure
	 	 	4	 
	Section 5.4
	 	Organization and Ownership of Shares of Subsidiaries
	 	 	4	 
	Section 5.5
	 	Financial Statements; Material Liabilities
	 	 	5	 
	Section 5.6
	 	Compliance with Laws, Other Instruments, Etc
	 	 	5	 
	Section 5.7
	 	Governmental Authorizations, Etc
	 	 	6	 
	Section 5.8
	 	Litigation; Observance of Statutes and Orders
	 	 	6	 
	Section 5.9
	 	Taxes
	 	 	6	 
	Section 5.10
	 	Title to Property; Leases
	 	 	6	 
	Section 5.11
	 	Licenses, Permits, Etc
	 	 	6	 
	Section 5.12
	 	Compliance with ERISA
	 	 	7	 
	Section 5.13
	 	Private Offering by the Company
	 	 	8	 
	Section 5.14
	 	Use of Proceeds; Margin Regulations
	 	 	8	 
	Section 5.15
	 	Existing Debt
	 	 	8	 
	Section 5.16
	 	Foreign Assets Control Regulations, Etc
	 	 	9	 
	Section 5.17
	 	Status under Certain Statutes
	 	 	9	 
	Section 5.18
	 	Environmental Matters
	 	 	9	 
	Section 5.19
	 	Notes Rank Pari Passu
	 	 	10	 
	Section 6.Representations of the Purchasers
	 	 	 	 	 	 	10	 
	Section 6.1
	 	Purchase for Investment
	 	 	10	 
	Section 6.2
	 	Accredited Investor
	 	 	10	 
	Section 6.3
	 	Source of Funds
	 	 	10	 
	Section 7.Information as to Company
	 	 	 	 	 	 	12	 
	Section 7.1
	 	Financial and Business Information
	 	 	12	 
	Section 7.2
	 	Officer’s Certificate
	 	 	14	 
	Section 7.3
	 	Visitation
	 	 	15	 
	Section 7.4
	 	Limitation on Disclosure Obligation
	 	 	15	 
	Section 8.Payment and Prepayment of the Notes
	 	 	 	 	 	 	16	 
	Section 8.1
	 	Maturity
	 	 	16	 
	Section 8.2
	 	Optional Prepayments
	 	 	16	 
	Section 8.3
	 	Purchase of Notes
	 	 	16	 
	Section 9.Affirmative Covenants
	 	 	 	 	 	 	16	 
	Section 9.1
	 	Compliance with Law
	 	 	16	 
	Section 9.2
	 	Insurance
	 	 	16	 
	Section 9.3
	 	Maintenance of Properties
	 	 	16	 
	Section 9.4
	 	Payment of Taxes and Claims
	 	 	17	 
	Section 9.5
	 	Corporate Existence, Etc
	 	 	17	 
	Section 9.6
	 	Books and Records
	 	 	17	 
	Section 9.7
	 	Designation of Subsidiaries
	 	 	17	 
	Section 9.8
	 	Notes to Rank Pari Passu
	 	 	18	 
	Section 10.Negative Covenants
	 	 	 	 	 	 	18	 
	Section 10.1
	 	Interest Coverage Ratio
	 	 	18	 
	Section 10.2
	 	Limitation on Liens
	 	 	18	 
	Section 10.3
	 	Merger, Consolidation, Etc
	 	 	20	 
	Section 10.4
	 	Transactions with Affiliates
	 	 	20	 
	Section 10.5
	 	Line of Business
	 	 	21	 
	Section 10.6
	 	Terrorism Sanctions Regulations
	 	 	21	 
	Section 10.7
	 	Limitation on Unrestricted Subsidiaries
	 	 	21	 
	Section 11.Events of Default
	 	 	 	 	 	 	21	 
	Section 12.Remedies on Default, Etc
	 	 	 	 	 	 	23	 
	Section 12.1
	 	Acceleration
	 	 	23	 
	Section 12.2
	 	Other Remedies
	 	 	24	 
	Section 12.3
	 	Rescission
	 	 	24	 
	Section 12.4
	 	No Waivers or Election of Remedies, Expenses, Etc
	 	 	24	 
	Section 13.Registration; Exchange; Substitution of Notes
	 	 	24	 
	Section 13.1
	 	Registration of Notes
	 	 	24	 
	Section 13.2
	 	Transfer and Exchange of Notes
	 	 	25	 
	Section 13.3
	 	Replacement of Notes
	 	 	25	 
	Section 14.Payments on Notes
	 	 	 	 	 	 	26	 
	Section 14.1
	 	Place of Payment
	 	 	26	 
	Section 14.2
	 	Home Office Payment
	 	 	26	 
	Section 15.Expenses, Etc
	 	 	 	 	 	 	26	 
	Section 15.1
	 	Transaction Expenses
	 	 	26	 
	Section 15.2
	 	Survival
	 	 	27	 
	Section 16.Survival of Representations and Warranties; Entire Agreement
	 	 	27	 
	Section 17.Amendment and Waiver
	 	 	 	 	 	 	27	 
	Section 17.1
	 	Requirements
	 	 	27	 
	Section 17.2
	 	Solicitation of Holders of Notes
	 	 	27	 
	Section 17.3
	 	Binding Effect, Etc
	 	 	28	 
	Section 17.4
	 	Notes Held by Company, Etc
	 	 	28	 
	Section 18.Notices
	 	 	 	 	 	 	28	 
	Section 19.Reproduction of Documents
	 	 	 	 	 	 	29	 
	Section 20.Confidential Information
	 	 	 	 	 	 	29	 
	Section 21.Substitution of Purchaser
	 	 	 	 	 	 	30	 
	Section 22.Miscellaneous
	 	 	 	 	 	 	31	 
	Section 22.1
	 	Successors and Assigns
	 	 	31	 
	Section 22.2
	 	Payments Due on Non-Business Days
	 	 	31	 
	Section 22.3
	 	Accounting Terms
	 	 	31	 
	Section 22.4
	 	Severability
	 	 	31	 
	Section 22.5
	 	Construction, Etc
	 	 	31	 
	Section 22.6
	 	Counterparts
	 	 	31	 
	Section 22.7
	 	Governing Law
	 	 	31	 
	Section 22.8
	 	Jurisdiction and Process; Waiver of Jury Trial
	 	 	32	 
	Section 22.9
	 	Obligation to Make Payment in Euros
	 	 	32	 






2




Attachments to Note Purchase Agreement:



	 	 	 	 	 
	Schedule A

Schedule B

Schedule 5.3

Schedule 5.4

Schedule 5.8

Schedule 5.15

Schedule 5.18

Exhibit 10.2

Exhibit 1

Exhibit 2

Exhibit 4.4(a)

Exhibit 4.4(b)

Exhibit 4.4(c)

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	 	Information Relating to Purchasers

Defined Terms

Disclosure Materials

Subsidiaries of the Company and Ownership of Subsidiary Stock

Litigation

Existing Debt

Environmental Matters

Existing Liens

Form of 4.50% Senior Note due March 9, 2014

Form of Pre-Closing Date SWAP Indemnity Agreement

Form of Opinion of Special Counsel for the Company

Form of Opinion of the General Counsel to the Company

Form of Opinion of Special Counsel to the Purchasers






3




Rohm and Haas Company

100 Independence Mall West

Philadelphia, Pennsylvania 19106




€175,000,000 4.50% Senior Notes due March 9, 2014




Dated as of March 9, 2007




To the Purchasers listed in



the attached Schedule A:



Ladies and Gentlemen:



Rohm and Haas Company, a Delaware corporation (the “Company”), agrees with each of
the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement
(this “Agreement”) as follows:



SECTION 1. Authorization of Notes.



The Company will authorize the issue and sale of €175,000,000 aggregate principal amount of
its 4.50% Senior Notes due March 9, 2014 (the “Notes,” such term to include any such notes issued
in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set
out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in
Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement.



SECTION 2. Sale and Purchase of Notes.



Subject to the terms and conditions of this Agreement, the Company will issue and sell to each
Purchaser and each Purchaser will purchase from the Company, on the Closing Date provided for in
Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at
the purchase price of 100% of the principal amount thereof. Each Purchaser’s obligations hereunder
are several and not joint obligations and no Purchaser shall have any liability to any Person for
the performance or non-performance of any obligation by any other Purchaser hereunder.



SECTION 3. Closing.



The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the
offices of Schiff Hardin LLP, 623 Fifth Avenue, 28th Floor, New York, New York 10022, at
11:00 a.m., New York, New York time, at a closing on March 9, 2007 (the “Closing Date”). On the
Closing Date, the Company will deliver to each Purchaser the Notes to be purchased by such
Purchaser in the form of a single Note (or such greater number of Notes in denominations of at
least €100,000 as such Purchaser may request) dated the Closing Date and registered in such
Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser
to the Company or its order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the Company in
accordance with the funding instructions described in Section 4.10. If, on the Closing Date, the
Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or
any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s
satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under
this Agreement, without thereby waiving any rights such Purchaser may have by reason of such
failure or such nonfulfillment.



Prior to the execution and delivery of this Agreement, the Company shall execute and deliver
to the Purchasers an agreement in substantially the form of Exhibit 2.



SECTION 4. Conditions to Closing.



Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at
the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or on the
Closing Date, of the following conditions:




Section 4.1 Representations and Warranties. The representations and warranties of the
Company in this Agreement shall be correct when made and on the Closing Date.




Section 4.2 Performance; No Default. The Company shall have performed and complied with
all agreements and conditions contained in this Agreement required to be performed or complied
with by it prior to or on the Closing Date, and after giving effect to the issue and sale of the
Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default
or Event of Default shall have occurred and be continuing.




Section 4.3 Compliance Certificates.




(a) Officer’s Certificate. The Company shall have delivered to such Purchaser an
Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in
Sections 4.1, 4.2 and 4.9 have been fulfilled.




(b) Secretary’s Certificate. The Company shall have delivered to such Purchaser a
certificate of its Secretary or Assistant Secretary, dated the Closing Date, certifying as
to the resolutions attached thereto and other corporate proceedings relating to the
authorization, execution and delivery of the Notes and this Agreement.




Section 4.4 Opinions of Counsel. Such Purchaser shall have received opinions in form and
substance satisfactory to such Purchaser, dated the Closing Date (a) from Morgan, Lewis &
Bockius LLP, special counsel for the Company, covering the matters set forth in Exhibit 4.4(a)
and covering such other matters incident to the transactions contemplated hereby as such
Purchaser or special counsel to the Purchasers may reasonably request (and the Company hereby
instructs its counsel to deliver such opinion to such Purchaser), (b) from Robert A. Lonergan,
Esq., General Counsel to the Company, covering the matters set forth in Exhibit 4.4(b) and
covering such other matters incident to the transactions contemplated hereby as such Purchaser
or special counsel to the Purchasers may reasonably request and (c) from Schiff Hardin LLP,
special counsel to the Purchasers in connection with such transactions, substantially in the
form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions
as such Purchaser may reasonably request.




Section 4.5 Purchase Permitted by Applicable Law, Etc. On the Closing Date, such
Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each
jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section
1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (b) not violate any
applicable law or regulation (including, without limitation, Regulation T, U or X of the Board
of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax,
penalty or liability under or pursuant to any applicable law or regulation. If requested by
such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to
such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to
determine whether such purchase is so permitted.




Section 4.6 Sale of Other Notes. On the Closing Date, the Company shall sell to each other
Purchaser and each other Purchaser shall purchase the Notes to be purchased by it on the Closing
Date as specified in Schedule A.




Section 4.7 Payment of Special Counsel Fees. Without limiting the provisions of Section
15.1, the Company shall have paid on or before the Closing Date the fees, charges and
disbursements of special counsel to the Purchasers referred to in Section 4.4(b) to the extent
reflected in a statement of such counsel rendered to the Company at least two Business Days
prior to the Closing Date.




Section 4.8 Private Placement Number. A Private Placement Number issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the
Notes.




Section 4.9 Changes in Corporate Structure. The Company shall not have changed its
jurisdiction of organization or been a party to any merger or consolidation or succeeded to all
or any substantial part of the liabilities of any other entity, at any time following the date
of the most recent financial statements referred to in Schedule 5.5.




Section 4.10 Funding Instructions. At least three Business Days prior to the Closing Date,
such Purchaser shall have received written instructions signed by a Responsible Officer on
letterhead of the Company directing the manner of the payment of funds and setting forth (a) the
name and address of the transferee bank, (b) such transferee bank’s ABA number, (c) the account
name and number into which the purchase price for the Notes is to be deposited and (d) the name
and telephone number of the account representative responsible for verifying receipt of such
funds.




Section 4.11 Proceedings and Documents. All corporate and other proceedings in connection
with the transactions contemplated by this Agreement and all documents and instruments incident
to such transactions shall be satisfactory to such Purchaser and special counsel to the
Purchasers, and such Purchaser and special counsel to the Purchasers shall have received all
such counterpart originals or certified or other copies of such documents as such Purchaser or
special counsel to the Purchasers may reasonably request.



SECTION 5. Representations and Warranties of the Company.



The Company represents and warrants to each Purchaser that:




Section 5.1 Organization; Power and Authority. The Company is a corporation duly
organized, validly existing and in good standing under the laws of its jurisdiction of
incorporation, and is duly qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than those jurisdictions as
to which the failure to be so qualified or in good standing would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the
corporate power and authority to own or hold under lease the properties it purports to own or
hold under lease, to transact the business it transacts and proposes to transact, to execute and
deliver this Agreement and the Notes and to perform the provisions hereof and thereof.




Section 5.2 Authorization, Etc. This Agreement and the Notes have been duly authorized by
all necessary corporate action on the part of the Company, and this Agreement constitutes, and
upon execution and delivery thereof each Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally and
(b) general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).




Section 5.3 Disclosure. The Company, through its agent, Banc of America Securities LLC,
has delivered to each Purchaser a copy of a Private Placement Memorandum, dated February 2007
(the “Memorandum”), relating to the transactions contemplated hereby. This Agreement, the
Memorandum, the documents, certificates or other writings delivered to the Purchasers by or on
behalf of the Company in connection with the transactions contemplated hereby and identified on
Schedule 5.3 and the Exchange Act Filings (including, without limitation, the financial
statements contained therein) (this Agreement, the Memorandum, such documents, certificates or
other writings and the Exchange Act Filings (including, without limitation, the financial
statements contained therein) being referred to, collectively, as the “Disclosure Documents”),
taken as a whole, do not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading in light of the
circumstances under which they were made. Except as disclosed in the Disclosure Documents,
since December 31, 20061, there has been no change in the financial condition,
operations, business or properties of the Company or any of its Restricted Subsidiaries except
changes that, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.




Section 5.4 Organization and Ownership of Shares of Subsidiaries.




(a) Schedule 5.4 is (except as noted therein) a complete and correct list of the
Company’s Restricted and Unrestricted Subsidiaries and Significant Subsidiaries, showing, as
to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the
percentage of shares of each class of its capital stock or similar equity interests
outstanding owned by the Company and each other Subsidiary.




(b) All of the outstanding shares of capital stock or similar equity interests of each
Significant Subsidiary shown in Schedule 5.4 as being owned by the Company and its
Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the
Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in
Schedule 5.4).




(c) Each Significant Subsidiary identified in Schedule 5.4 is a corporation or other
legal entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification is required
by law, other than those jurisdictions as to which the failure to be so qualified or in good
standing would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each such Significant Subsidiary has the corporate or other power
and authority to own or hold under lease the properties it purports to own or hold under
lease and to transact the business it transacts and proposes to transact.




Section 5.5 Financial Statements; Material Liabilities. The financial statements of the
Company and its Subsidiaries contained in the Exchange Act Filings (including in each case the
related schedules and notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates specified therein and
the consolidated results of their operations and cash flows for the respective periods so
specified and have been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case of any interim
financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not
have any Material liabilities that are not disclosed on such financial statements or otherwise
disclosed in the Disclosure Documents.




Section 5.6 Compliance with Laws, Other Instruments, Etc. The execution, delivery and
performance by the Company of this Agreement and the Notes will not (a) contravene, result in
any breach of, or constitute a default under, or result in the creation of any Lien prohibited
by this Agreement in respect of any property of the Company or any Subsidiary under, (1) any
indenture, mortgage, deed of trust, loan, purchase or credit agreement or lease to which the
Company or any Subsidiary is a party, (2) the Company’s certificate of incorporation or by-laws,
(3) any other Material agreement or instrument to which the Company or any Subsidiary is bound
or by which the Company or any Subsidiary or any of their respective properties may be bound or
affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions
of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.




Section 5.7 Governmental Authorizations, Etc. No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by the Company of this Agreement or the Notes.




Section 5.8 Litigation; Observance of Statutes and Orders.




(a) Except as disclosed on Exhibit 5.8, there are no actions, suits, investigations or
proceedings pending or, to the knowledge of the Company, threatened against or affecting the
Company or any Restricted Subsidiary or any property of the Company or any Restricted
Subsidiary in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect.




(b) Neither the Company nor any Restricted Subsidiary is in default under any term of
any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or,
except as disclosed on Exhibit 5.8, is in violation of any applicable law, ordinance, rule
or regulation (including, without limitation, Environmental Laws, ERISA or the USA Patriot
Act) of any Governmental Authority, which default or violation, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.




Section 5.9 Taxes. The Company and its Subsidiaries have filed all income tax returns that
are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments payable by them, to the extent such
taxes and assessments have become due and payable and before they have become delinquent, except
for any taxes and assessments (a) the amount of which is not, individually or in the aggregate,
Material or (b) the amount, applicability or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as
the case may be, has established adequate reserves in accordance with GAAP. The federal income
tax liabilities of the Company and its Subsidiaries have been finally determined (whether by
reason of completed audits or the statute of limitations having run) for all fiscal years up to
and including the fiscal year ended December 31, 2001.




Section 5.10 Title to Property; Leases. The Company and its Restricted Subsidiaries have
good and sufficient title to their respective Material properties, including all such properties
reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to
have been acquired by the Company or any Restricted Subsidiary after said date (except as sold
or otherwise disposed of in the ordinary course of business), in each case free and clear of
Liens prohibited by this Agreement, except for those defects in title and Liens that,
individually or in the aggregate, would not have a Material Adverse Effect. All Material leases
are valid and subsisting and are in full force and effect in all material respects.




Section 5.11 Licenses, Permits, Etc.




(a) The Company and its Restricted Subsidiaries own or possess all licenses, permits,
franchises, authorizations, patents, copyrights, proprietary software, service marks,
trademarks, trade names and domain names or rights thereto, that are Material, without known
conflict with the rights of others, except for those conflicts that, individually or in the
aggregate, would not have a Material Adverse Effect.




(b) To the knowledge of the Company, no product of the Company or any of its Restricted
Subsidiaries infringes in any material respect any license, permit, franchise,
authorization, patent, copyright, proprietary software, service mark, trademark, trade name,
domain name or other right owned by any other Person except for those infringements the
results of which, individually or in the aggregate, would not have a Material Adverse
Effect.




(c) To the knowledge of the Company, there is no Material violation by any Person of
any right of the Company or any of its Restricted Subsidiaries with respect to any patent,
copyright, proprietary software, service mark, trademark, trade name, domain name or other
right owned or used by the Company or any of its Restricted Subsidiaries.




Section 5.12 Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated
and administered each Plan in compliance with all applicable laws except for such instances of
noncompliance as have not resulted in and would not reasonably be expected to result in a
Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating
to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or
condition has occurred or exists that would reasonably be expected to result in the incurrence
of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on
any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section
401(a)(29) or 412 of the Code or Section 4068 of ERISA, other than such liabilities or Liens as
would not be, individually or in the aggregate, Material.




(b) The present value of the aggregate benefit liabilities under each of the Plans
(other than Multiemployer Plans), determined as of the end of such Plan’s most recently
ended plan year on the basis of the actuarial assumptions specified for funding purposes in
such Plan’s most recent actuarial valuation report, did not exceed the aggregate current
value of the assets of such Plan allocable to such benefit liabilities. The term “benefit
liabilities” has the meaning specified in Section 4001 of ERISA and the terms “current
value” and “present value” have the meanings specified in Section 3 of ERISA.




(c) The Company and its ERISA Affiliates have not incurred any withdrawal liabilities
(and are not subject to contingent withdrawal liabilities) under Section 4201 or 4204 of
ERISA in respect of Multiemployer Plans that, individually or in the aggregate, are
Material.




(d) The expected postretirement benefit obligation (determined as of the last day of
the Company’s most recently ended fiscal year in accordance with Financial Accounting
Standards Board Statement No. 106, without regard to liabilities attributable to
continuation coverage mandated by Section 4980B of the Code) of the Company and its
Subsidiaries is not Material.




(e) The execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions of Section
406 of ERISA or in connection with which a tax could be imposed pursuant to Section
4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the
first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy
of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay
the purchase price of the Notes to be purchased by such Purchaser.




Section 5.13 Private Offering by the Company. Neither the Company nor anyone acting on its
behalf has offered the Notes or, since September 30, 2005, any similar Securities for sale to,
or solicited any offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any Person other than the Purchasers and not more than 40 other
Institutional Investors of the type described in clause (c) of the definition thereof, each of
which has been offered the Notes at a private sale for investment. Neither the Company nor
anyone acting on its behalf has taken, or will take, any action that would subject the issuance
or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to
the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.




Section 5.14 Use of Proceeds; Margin Regulations. The Company will apply the proceeds of
the sale of the Notes for general corporate purposes of the Company. No part of the proceeds
from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of
buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading
in any Securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of
Regulation T of said Board (12 CFR 220). Margin stock does not constitute any of the value of
the consolidated assets of the Company and its Subsidiaries and the Company does not have any
present intention that margin stock will constitute any of the value of such assets. As used in
this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the
meanings assigned to them in said Regulation U.




Section 5.15 Existing Debt.




(a) Schedule 5.15 sets forth a complete and correct list of all outstanding Debt of the
Company and its Restricted Subsidiaries as of December 31, 2006 (including a description of
the obligors and the principal amount outstanding), since which date there has been no
Material change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company
nor any Restricted Subsidiary is in default and no waiver of default is currently in effect,
in the payment of any principal or interest on any Debt of the Company or such Restricted
Subsidiary and no event or condition exists with respect to any Debt of the Company or any
Restricted Subsidiary the outstanding principal amount of which exceeds $1,000,000 that
would permit (or that with notice or the lapse of time, or both, would permit) one or more
Persons to cause such Debt to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.




(b) Neither the Company nor any Restricted Subsidiary is a party to, or otherwise
subject to any provision contained in, any instrument evidencing Debt of the Company or such
Restricted Subsidiary, any agreement relating thereto or any other agreement (including, but
not limited to, its charter or other organizational document) which limits the amount of, or
otherwise imposes restrictions on the incurring of, Debt of the Company, except as
specifically indicated in Schedule 5.15.




Section 5.16 Foreign Assets Control Regulations, Etc.




(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign
assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating thereto.




(b) Neither the Company nor any Subsidiary (1) is a Person described or designated in
the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets
Control or in Section 1 of the Anti-Terrorism Order or (2) knowingly engages in any dealings
or transactions with any such Person. The Company and its Subsidiaries are in compliance,
in all material respects, with the applicable provisions of the USA Patriot Act.




(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly
or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an
official capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as
amended, assuming in all cases that such Act applies to the Company.




Section 5.17 Status under Certain Statutes. Neither the Company nor any Restricted
Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the
Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as
amended, or the Federal Power Act, as amended.




Section 5.18 Environmental Matters.




(a) Except as disclosed on Schedule 5.18, neither the Company nor any Restricted
Subsidiary has knowledge of any liability or has received any notice of any liability, and
no proceeding has been instituted raising any liability against the Company or any of its
Restricted Subsidiaries or any of their respective real properties now or formerly owned,
leased or operated by any of them or other assets, alleging any damage to the environment or
violation of any Environmental Laws, except, in each case, such as would not reasonably be
expected to result in a Material Adverse Effect.




(b) Except as disclosed on Schedule 5.18, neither the Company nor any Restricted
Subsidiary has knowledge of any facts which would give rise to any liability, public or
private, of violation of Environmental Laws or damage to the environment emanating from,
occurring on or in any way related to real properties now or formerly owned, leased or
operated by any of them or to other assets or their use, except, in each case, such as would
not reasonably be expected to result in a Material Adverse Effect.




(c) Except as disclosed on Schedule 5.18, neither the Company nor any Restricted
Subsidiary has stored any Hazardous Materials on real properties now or formerly owned,
leased or operated by any of them or has disposed of any Hazardous Materials in a manner
contrary to any Environmental Laws in each case in any manner that would reasonably be
expected to result in a Material Adverse Effect.




(d) All buildings on all real properties now owned, leased or operated by the Company
or any Restricted Subsidiary are in compliance with applicable Environmental Laws, except
where failure to comply would not reasonably be expected to result in a Material Adverse
Effect.




Section 5.19 Notes Rank Pari Passu. The obligations of the Company under this Agreement
and the Notes rank pari passu in right of payment with all other senior unsecured Debt (actual
or contingent) of the Company, including, without limitation, all senior unsecured Debt of the
Company described in Schedule 5.15.



SECTION 6. Representations of the Purchasers.




Section 6.1 Purchase for Investment. Each Purchaser severally represents that it is
purchasing the Notes for its own account or for one or more separate accounts maintained by such
Purchaser or for the account of one or more pension or trust funds and not with a view to the
distribution thereof (other than any Notes purchased by Banc of America Securities LLC on the
Closing Date which are intended to be resold to a Qualified Institutional Buyer pursuant to Rule
144A of the Securities Act), provided that the disposition of such Purchaser’s or such pension
or trust fund’s property shall at all times be within such Purchaser’s or such pension or trust
fund’s control. Each Purchaser understands that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions of the Securities
Act or if an exemption from registration is available, except under circumstances where neither
such registration nor such an exemption is required by law, and that the Company is not required
to register the Notes.




Section 6.2 Accredited Investor. Each Purchaser represents that it is an “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) acting for its own account (and not for the account of others) or as a fiduciary or agent
for others (which others are also “accredited investors”). Each Purchaser further represents
that such Purchaser has had the opportunity to ask questions of the Company and received answers
concerning the terms and conditions of the sale of the Notes.




Section 6.3 Source of Funds. Each Purchaser severally represents that at least one of the
following statements is an accurate representation as to each source of funds (a “Source”) to be
used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser
hereunder:




(a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or




(b) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are
not affected in any manner by the investment performance of the separate account; or




(c) the Source is either (1) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (2) a bank collective investment fund, within the meaning of the PTE
91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
paragraph (c), no employee benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets allocated to such pooled
separate account or collective investment fund; or




(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the
definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in
the Company and (1) the identity of such QPAM and (2) the names of all employee benefit
plans whose assets are included in such investment fund have been disclosed to the Company
in writing pursuant to this paragraph (d); or




(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled
by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption)
owns a 5% or more interest in the Company and (1) the identity of such INHAM and (2) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Company in writing pursuant to this paragraph (e); or




(f) the Source is a governmental plan; or




(g) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Company in writing pursuant to this paragraph (g); or




(h) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.



As used in this Section 6.3, the terms “employee benefit plan,” “governmental plan” and
“separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.



SECTION 7. Information as to Company.




Section 7.1 Financial and Business Information. The Company shall deliver to each holder
of Notes that is an Institutional Investor:




(a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period
in each fiscal year of the Company (other than the last quarterly fiscal period of each such
fiscal year), copies of:




(1) a consolidated balance sheet of the Company and its Subsidiaries as
at the end of such quarter, and




(2) consolidated statements of income, changes in shareholders’ equity
and cash flows of the Company and its Subsidiaries for such quarter and (in
the case of the second and third quarters) for the portion of the fiscal
year ending with such quarter,




setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial position of the
companies being reported on and their results of operations and cash flows, subject to
changes resulting from year-end adjustments, provided that filing with the SEC within the
time period specified above of the Company’s Quarterly Report on Form 10-Q prepared in
compliance with the requirements therefor shall be deemed to satisfy the requirements of
this Section 7.1(a), including the delivery requirement;




(b) Annual Statements — within 105 days after the end of each fiscal year of the
Company, copies of:




(1) a consolidated balance sheet of the Company and its Subsidiaries as
at the end of such year, and




(2) consolidated statements of income, changes in shareholders’ equity
and cash flows of the Company and its Subsidiaries, for such year,




	 	 	 	setting forth in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion
thereon of independent certified public accountants of recognized national standing,
which opinion shall state that such financial statements present fairly, in all
material respects, the financial position of the companies being reported upon and
their results of operations and cash flows and have been prepared in conformity with
GAAP, and that the examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing standards, and
that such audit provides a reasonable basis for such opinion in the circumstances;
provided that filing with the SEC within the time period specified above of the
Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s
annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the
Exchange Act) prepared in accordance with the requirements therefor, shall be deemed to
satisfy the requirements of this Section 7.1(b), including the delivery requirement;






(c) Other Reports — except for filings with the SEC, promptly upon their becoming
available, and to the extent available, one copy of each financial statement, report, notice
or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a
whole (excluding information sent to such banks in the ordinary course of administration of
a bank facility, such as information relating to pricing and borrowing availability) or to
its public Securities holders generally;




(d) Notice of Default or Event of Default — promptly, and in any event within five
Business Days after a Responsible Officer becoming aware of the existence of any Default or
Event of Default, a written notice specifying the nature and period of existence thereof and
what action the Company is taking or proposes to take with respect thereto;




(e) ERISA Matters — promptly, and in any event within five Business Days after a
Responsible Officer becoming aware of any of the following, a written notice setting forth
the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes
to take with respect thereto:




(1) with respect to any Plan, any reportable event, as defined in
Section 4043(c) of ERISA and the regulations thereunder, for which notice
thereof has not been waived pursuant to such regulations as in effect on the
date of this Agreement; or




(2) the taking by the PBGC of steps to institute, or the threatening by
the PBGC of the institution of, proceedings under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Plan,
or the receipt by the Company or any ERISA Affiliate of a notice from a
Multiemployer Plan that such action has been taken by the PBGC with respect
to such Multiemployer Plan; or




(3) any event, transaction or condition that could result in the
incurrence of any liability by the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the
Code relating to employee benefit plans, or in the imposition of any Lien on
any of the rights, properties or assets of the Company or any ERISA
Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax
provisions, if such liability or Lien, taken together with any other such
liabilities or Liens then existing, would reasonably be expected to have a
Material Adverse Effect; and




(f) Requested Information — with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or properties of
the Company or any of its Subsidiaries or relating to the ability of the Company to perform
its obligations hereunder and under the Notes as from time to time may be reasonably
requested by any such holder of Notes or such information regarding the Company required to
satisfy the requirements of 17 C.F.R. §230.144A, as amended from time to time, in connection
with any contemplated transfer of the Notes.



Notwithstanding the foregoing, in the event that one or more Unrestricted Subsidiaries shall
either (i) own more than 10% of the consolidated total assets of the Company and its Subsidiaries
or (ii) account for more than 10% of the consolidated gross revenues of the Company and its
Subsidiaries, determined in each case in accordance with GAAP, then, within the respective time
periods provided in Sections 7.1(a) and (b) above, the Company shall deliver to each holder of
Notes that is an Institutional Investor, unaudited financial statements of the character and for
the dates and periods as in said Sections 7.1(a) and (b) covering such group of Unrestricted
Subsidiaries (on a consolidated basis), together with a consolidating statement reflecting
eliminations or adjustments required to reconcile the financial statements of such group of
Unrestricted Subsidiaries to the financial statements delivered pursuant to Sections 7.1(a) and
(b).




Section 7.2 Officer’s Certificate. Within the respective time periods provided in Sections
7.1(a) and (b), a Senior Financial Officer shall deliver to each holder of Notes a certificate
setting forth (which, in the case of deemed delivery of any such financial statements, shall be
by separate concurrent delivery of such certificate to each holder of Notes):




(a) Covenant Compliance — the information (including detailed calculations) required in
order to establish whether the Company was in compliance with the requirements of Section
10.1 and Section 10.2, during the quarterly or annual period covered by the statements then
being furnished (including with respect to each such Section, where applicable, the
calculations of the maximum or minimum amount, ratio or percentage, as the case may be,
permissible under the terms of such Sections, and the calculation of the amount, ratio or
percentage then in existence); and




(b) Event of Default — a statement that such Senior Financial Officer has reviewed the
relevant terms hereof and has made, or caused to be made, under his or her supervision, a
review of the transactions and conditions of the Company and its Subsidiaries from the
beginning of the quarterly or annual period covered by the statements then being furnished
to the date of the certificate and that such review shall not have disclosed the existence
during such period of any condition or event that constitutes a Default or an Event of
Default or, if any such condition or event existed or exists, specifying the nature and
period of existence thereof and what action the Company shall have taken or proposes to take
with respect thereto.




Section 7.3 Visitation. The Company shall permit the representatives of each holder of
Notes that is an Institutional Investor:




(a) No Default — if no Default or Event of Default then exists, at the expense of such
holder and upon reasonable prior notice to the Company, to visit the principal executive
office of the Company, to discuss the affairs, finances and accounts of the Company and its
Subsidiaries with the Company’s officers, and (with the consent of the Company, which
consent will not be unreasonably withheld) to visit the other offices and properties of the
Company and each Restricted Subsidiary, all at such reasonable times and as often as may be
reasonably requested in writing; and




(b) Default — if a Default or Event of Default then exists, at the expense of the
Company to visit and inspect any of the offices or properties of the Company or any
Restricted Subsidiary, to examine all their respective books of account, records, reports
and other papers, to make copies and extracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective officers and independent public
accountants (and by this provision the Company authorizes said accountants to discuss the
affairs, finances and accounts of the Company and its Subsidiaries), all at such times and
as often as may be requested.




Section 7.4 Limitation on Disclosure Obligation. Neither the Company nor any Subsidiary
shall be required to disclose pursuant to Section 7.1(f) or Section 7.3 any intellectual
property used by the Company or such Subsidiary in the manufacture of any product of, or the
performance of any research and development or any other service by, the Company or such
Subsidiary.



SECTION 8. Payment and Prepayment of the Notes.




Section 8.1 Maturity. As provided therein, the entire unpaid principal balance of the
Notes shall be due and payable on the stated maturity date thereof.




Section 8.2 Optional Prepayments. The Notes are not subject to optional prepayment.




Section 8.3 Purchase of Notes. The Company will not, and will not permit any Affiliate to,
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding
Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of
this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an
Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and
conditions. Any such offer shall provide each holder with sufficient information to enable it
to make an informed decision with respect to such offer, and shall remain open for at least 10
Business Days. If the holders of more than 50% of the principal amount of the Notes then
outstanding accept such offer, the Company shall promptly notify the remaining holders of such
fact and the expiration date for the acceptance by holders of Notes of such offer shall be
extended by the number of days necessary to give each such remaining holder at least five
Business Days from its receipt of such notice to accept such offer. The Company will promptly
cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase
of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution
or exchange for any such Notes.



SECTION 9. Affirmative Covenants.



The Company covenants that so long as any of the Notes are outstanding:




Section 9.1 Compliance with Law. Without limiting Section 10.6, the Company will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation, Environmental Laws,
ERISA and the USA Patriot Act and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each case to the
extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses, certificates, permits,
franchises and other governmental authorizations would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect.




Section 9.2 Insurance. The Company will, and will cause each of its Restricted
Subsidiaries to, maintain, with responsible and reputable insurers, insurance with respect to
their respective properties and businesses against such casualties and contingencies, of such
types, on such terms and in such amounts (including deductibles, co-insurance and
self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the
case of entities of established reputations engaged in the same or a similar business and
similarly situated, provided that such insurance is then available in the relevant market.




Section 9.3 Maintenance of Properties. The Company will, and will cause each of its
Restricted Subsidiaries to, maintain and keep, or cause to be maintained and kept, their
respective properties in good repair, working order and condition (other than ordinary wear and
tear), so that the business carried on in connection therewith may be properly conducted at all
times, provided that this Section shall not prevent the Company or any Restricted Subsidiary
from discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has concluded that
such discontinuance would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect.




Section 9.4 Payment of Taxes and Claims. The Company will, and will cause each of its
Subsidiaries to, file all income tax or similar tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and
all other taxes, assessments, governmental charges or levies payable by any of them, to the
extent such taxes, assessments, governmental charges or levies have become due and payable and
before they have become delinquent, provided that neither the Company nor any Subsidiary need
pay any such tax, assessment, governmental charge or levy if (a) the amount, applicability or
validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith
and in appropriate proceedings, and the Company or a Subsidiary has established adequate
reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b)
the nonpayment of all such taxes, assessments, governmental charges, levies and claims in the
aggregate would not reasonably be expected to have a Material Adverse Effect.




Section 9.5 Corporate Existence, Etc. Subject to Section 10.3, the Company will at all
times preserve and keep in full force and effect its corporate existence. The Company will at
all times preserve and keep in full force and effect the corporate existence of each of its
Restricted Subsidiaries (unless merged into the Company or another Restricted Subsidiary) and
all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good
faith judgment of the Company, the termination of or failure to preserve and keep in full force
and effect such corporate existence, right or franchise would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.




Section 9.6 Books and Records. The Company will, and will cause each of its Restricted
Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all
applicable requirements of any Governmental Authority having legal or regulatory jurisdiction
over the Company or such Restricted Subsidiary, as the case may be.




Section 9.7 Designation of Subsidiaries. The Company may from time to time cause any
Subsidiary to be designated as an Unrestricted Subsidiary or any Unrestricted Subsidiary to be
designated a Restricted Subsidiary; provided, however, that at the time of such designation and
immediately after giving effect thereto, (a) no Default or Event of Default shall have occurred
and be continuing under the terms of this Agreement and (b) the Company and its Subsidiaries or
Restricted Subsidiaries, as the case may be, would be in compliance with all of the covenants
set forth in this Section 9 and Section 10 if tested on the date of such action and provided,
further, that, except as required in order for the Company to comply with the requirements of
Section 10.7, once a Subsidiary has been designated an Unrestricted Subsidiary or a Restricted
Subsidiary pursuant to this Section 9.7, it shall not thereafter be redesignated as an
Unrestricted Subsidiary or a Restricted Subsidiary on more than one occasion. Within 10 days
following any designation described above, the Company will deliver to each holder of Notes a
notice of such designation accompanied by a certificate signed by a Senior Financial Officer
certifying compliance with all requirements of this Section 9.7 and setting forth all
information required in order to establish such compliance.




Section 9.8 Notes to Rank Pari Passu. The Notes and all other obligations under this
Agreement of the Company are and at all times shall remain direct and unsecured obligations of
the Company ranking pari passu as against the assets of the Company with all other present and
future unsecured Debt (actual or contingent) of the Company which is not expressed to be
subordinate or junior in rank to any other unsecured Debt of the Company.



SECTION 10. Negative Covenants.



The Company covenants that so long as any of the Notes are outstanding:




Section 10.1 Interest Coverage Ratio. The Company will not, as of the end of any fiscal
quarter, permit the Interest Coverage Ratio to be less than 3.00 to 1.00.




Section 10.2 Limitation on Liens. The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly create, incur, assume or permit to exist (upon the
happening of a contingency or otherwise) any Lien on or with respect to any property or asset
(including, without limitation, any document or instrument in respect of goods or accounts
receivable) of the Company or any Restricted Subsidiary, whether now owned or held or hereafter
acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive
income or profits (unless it makes, or causes to be made, effective provision whereby the Notes
will be equally and ratably secured with any and all other obligations thereby secured, such
security to be pursuant to an agreement reasonably satisfactory to the Required Holders and, in
any such case, the Notes shall have the benefit, to the fullest extent that, and with such
priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien
on such property), except:




(a) Liens for taxes, assessments or other governmental charges that are not yet due and
payable or the payment of which is not at the time required by Section 9.4;




(b) Liens incidental to the conduct of business or the ownership of properties and
assets (including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s and other
similar Liens for sums not yet due and payable) and Liens to secure the performance of bids,
tenders, leases or trade contracts or to secure statutory obligations (including obligations
under workers’ compensation, unemployment insurance and other social security legislation),
surety or appeal bonds or other Liens incurred in the ordinary course of business and not in
connection with the borrowing of money;




(c) leases or subleases granted to others, easements, rights-of-way, restrictions and
other similar charges or encumbrances, in each case incidental to the ownership of property
or assets or the ordinary conduct of the business of the Company or any Restricted
Subsidiary, and Liens incidental to minor survey exceptions and the like, provided that such
Liens do not, in the aggregate, materially detract from the value of such property;




(d) any attachment or judgment Lien, unless the judgment it secures shall not, within
60 days after the entry thereof, have been discharged or execution thereof stayed pending
appeal, or shall not have been discharged within 60 days (or such longer period of time, if
any, before a judgment creditor would first be permitted to execute on such a judgment)
after the expiration of any such stay;




(e) Liens securing Debt of a Restricted Subsidiary to the Company or to another
Restricted Subsidiary;




(f) Liens existing on the Closing Date and reflected in Schedule 10.2;




(g) Liens incurred after the Closing Date given to secure the payment of the purchase
price incurred in connection with the acquisition, construction or improvement of property
(other than accounts receivable or inventory) useful and intended to be used in carrying on
the business of the Company or a Restricted Subsidiary, including Liens existing on such
property at the time of acquisition or construction thereof or improvement thereon or Liens
incurred within 365 days of such acquisition or completion of such construction or
improvement; provided that (1) the Lien shall attach solely to the property acquired,
purchased, constructed or improved, (2) at the time of acquisition, construction or
improvement of such property (or, in the case of any Lien incurred within 365 days of such
acquisition or completion of such construction or improvement, at the time of the incurrence
of the Debt secured by such Lien), the aggregate amount remaining unpaid on all Debt secured
by Liens on such property, whether or not assumed by the Company or a Restricted Subsidiary,
shall not exceed the lesser of (i) the cost of such acquisition, construction or improvement
or (ii) the fair market value at the time such property is acquired or constructed or
improvement of such property is completed, as the case may be, (as determined in good faith
by one or more officers of the Company or such Restricted Subsidiary to whom authority to
enter into the transaction has been delegated by the board of directors of the Company or
such Restricted Subsidiary) and (3) at the time of such incurrence and after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing;




(h) any Lien existing on property of a Person immediately prior to its being
consolidated with or merged into the Company or a Restricted Subsidiary or its becoming a
Subsidiary, or any Lien existing on any property acquired by the Company or any Restricted
Subsidiary at the time such property is so acquired (whether or not the Debt secured thereby
shall have been assumed); provided that (1) no such Lien shall have been created or assumed
in contemplation of such consolidation or merger or such Person becoming a Subsidiary or
such acquisition of property, (2) each such Lien shall extend solely to the item or items of
property so acquired and, if required by the terms of the instrument originally creating
such Lien, other property which is an improvement to or is acquired for specific use in
connection with such acquired property and (3) at the time of such incurrence and after
giving effect thereto, no Default or Event of Default shall have occurred and be continuing;




(i) Liens on accounts receivable (and on property securing or otherwise supporting such
accounts receivable together with proceeds thereof) of the Company and its Restricted
Subsidiaries in connection with a Receivable Securitization;




(j) any extensions, renewals or replacements of any Lien permitted by the preceding
paragraphs (f), (g) and (h) of this Section 10.2; provided that (1) no additional property
shall be encumbered by such Liens, (2) the unpaid principal amount of the Debt or other
obligations secured thereby shall not be increased or the maturity thereof reduced and (3)
at such time and immediately after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing; and




(k) other Liens not otherwise permitted by paragraphs (a) through (j), inclusive, of
this Section 10.2 securing Debt; provided that (1) the aggregate principal amount of all
Debt secured by such Liens shall not exceed 10% of Consolidated Net Worth and (2) at the
time of such incurrence and after giving effect thereto, no Default or Event of Default
shall have occurred or be continuing.




Section 10.3 Merger, Consolidation, Etc. The Company will not consolidate with or merge
with any other Person or convey, transfer or lease all or substantially all of its assets in a
single transaction or series of transactions to any Person unless:




(a) the successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer or lease all or substantially all of the assets
of the Company as an entirety, as the case may be, shall be a solvent entity organized and
existing under the laws of the United States or any State thereof (including the District of
Columbia), and, if the Company is not such entity, such entity shall have executed and
delivered to each holder of any Notes its assumption of the due and punctual performance and
observance of each covenant and condition of this Agreement and the Notes; and




(b) immediately before and immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing.



No such conveyance, transfer or lease of substantially all of the assets of the Company shall have
the effect of releasing the Company or any successor corporation or limited liability company that
shall theretofore have become such in the manner prescribed in this Section 10.3 from its liability
under this Agreement or the Notes.




Section 10.4 Transactions with Affiliates. The Company will not, and will not permit any
Restricted Subsidiary to, enter into, directly or indirectly, any Material transaction or
Material group of related transactions (including, without limitation, the purchase, lease, sale
or exchange of properties of any kind or the rendering of any service) with any Affiliate (other
than the Company or another Restricted Subsidiary), except pursuant to the reasonable
requirements of the Company’s or such Restricted Subsidiary’s business and upon fair and
reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be
obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.




Section 10.5 Line of Business. The Company will not, and will not permit any Restricted
Subsidiary to, engage in any business if, as a result, the general nature of the business in
which the Company and its Restricted Subsidiaries, taken as a whole, would then be engaged would
be substantially changed from the general nature of the business in which the Company and its
Restricted Subsidiaries, taken as a whole, are engaged on the date of this Agreement as
described in the Memorandum.




Section 10.6 Terrorism Sanctions Regulations. The Company will not, and will not permit
any Subsidiary to, (a) become a Person described or designated in the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of
the Anti-Terrorism Order or (b) knowingly engage in any dealings or transactions with any such
Person.




Section 10.7 Limitation on Unrestricted Subsidiaries. The Company will not, at any time,
permit the gross revenues of all Unrestricted Subsidiaries to account for more than 15% of the
consolidated gross revenues of the Company and its Subsidiaries determined in accordance with
GAAP.



SECTION 11. Events of Default.



An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:




(a) the Company defaults in the payment of any principal or Make-Whole Amount on any
Note when the same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise; or




(b) the Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or




(c) the Company defaults in the performance of or compliance with any term contained in
Section 7.1(d), Section 10.1 or Section 10.3 through Section 10.7, inclusive; or




(d) the Company defaults in the performance of or compliance with any term contained
herein (other than those referred to in Sections 11(a), (b) and (c)) and such default is not
remedied within 30 days after the earlier of (1) a Responsible Officer obtaining actual
knowledge of such default and (2) the Company receiving written notice of such default from
any holder of a Note (any such written notice to be identified as a “notice of default” and
to refer specifically to this Section 11(d)); or




(e) any representation or warranty made in writing by or on behalf of the Company or by
any officer of the Company in this Agreement or in any writing furnished in connection with
the transactions contemplated hereby proves to have been false or incorrect in any material
respect on the date as of which made; or




(f) (1) the Company or any Significant Subsidiary is in default (as principal or as
guarantor or other surety) in the payment of any principal of or premium or make-whole
amount or interest (in the payment amount of at least $1,000,000) on any Debt other than the
Notes that is outstanding in an aggregate principal amount of at least $50,000,000 beyond
any period of grace provided with respect thereto or (2) the Company or any Significant
Subsidiary is in default in the performance of or compliance with any term of any
instrument, mortgage, indenture or other agreement relating to any Debt other than the Notes
in an aggregate principal amount of at least $50,000,000 or any other condition exists, and
as a consequence of such default or condition such Debt has become, or has been declared,
due and payable before its stated maturity or before its regularly scheduled dates of
payment; or




(g) the Company or any Significant Subsidiary (1) is generally not paying, or admits in
writing its inability to pay, its debts as they become due, (2) files, or consents by answer
or otherwise to the filing against it of, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,
(3) makes an assignment for the benefit of its creditors, (4) consents to the appointment of
a custodian, receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, (5) is adjudicated as insolvent or to
be liquidated or (6) takes corporate action for the purpose of any of the foregoing; or




(h) a court or governmental authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Significant Subsidiaries, a
custodian, receiver, trustee or other officer with similar powers with respect to it or with
respect to any substantial part of its property, or constituting an order for relief or
approving a petition for relief or reorganization or any other petition in bankruptcy or for
liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or
ordering the dissolution, winding-up or liquidation of the Company or any of its Significant
Subsidiaries, or any such petition shall be filed against the Company or any of its
Significant Subsidiaries and such petition shall not be dismissed within 60 days; or




(i) a final judgment or judgments at any one time outstanding for the payment of money
aggregating in excess of $50,000,000 are rendered against one or more of the Company and its
Significant Subsidiaries and which judgments are not, within 60 days after entry thereof,
bonded, discharged or stayed pending appeal, or are not discharged within 60 days (or such
longer period of time, if any, before a judgment creditor would first be permitted to
execute on such a judgment) after the expiration of such stay; or




(j) if (1) any Plan shall fail to satisfy the minimum funding standards of ERISA or the
Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under Section 412 of the Code, (2) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the
PBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA to terminate
or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or
any ERISA Affiliate that a Plan may become a subject of any such proceedings, (3) the
aggregate “amount of unfunded benefit liabilities” (within the meaning of Section
4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed 10% of Consolidated Net Worth, (4) the Company or any ERISA Affiliate shall
have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee benefit
plans, (5) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan or (6)
the Company or any Subsidiary establishes or amends any employee welfare benefit plan that
provides post-employment welfare benefits in a manner that would increase the liability of
the Company or any Subsidiary thereunder; and any such event or events described in clauses
(1) through (6) above, either individually or together with any other such event or events,
would reasonably be expected to have a Material Adverse Effect.



As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan”
shall have the respective meanings assigned to such terms in Section 3 of ERISA.



	 	 	 
	SECTION 12.Remedies on Default, Etc.

	 
	 	 
	Section 12.1

	 	Acceleration.







(a) If an Event of Default with respect to the Company described in Section 11(g) or
(h) (other than an Event of Default described in clause (1) of Section 11(g) or described in
clause (6) of Section 11(g) by virtue of the fact that such clause encompasses clause (1) of
Section 11(g)) has occurred, all the Notes then outstanding shall automatically become
immediately due and payable.




(b) If any other Event of Default has occurred and is continuing, the Required Holders
may at any time at their option, by notice or notices to the Company, declare all the Notes
then outstanding to be immediately due and payable.




(c) If any Event of Default described in Section 11(a) or (b) has occurred and is
continuing, any holder or holders of Notes at the time outstanding affected by such Event of
Default may at any time, at its or their option, by notice or notices to the Company,
declare all the Notes held by it or them to be immediately due and payable.



Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes,
plus (1) all accrued and unpaid interest thereon (including, but not limited to, interest accrued
thereon at the Default Rate) and (2) the Make-Whole Amount, if any, determined in respect of such
principal amount (to the full extent permitted by applicable law), shall all be immediately due and
payable, in each and every case without presentment, demand, protest or further notice, all of
which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder
of a Note expects, at the time of entering into this Agreement, the right to maintain its
investment in the Notes free from repayment by the Company (except as herein specifically provided
for), and that the provision for payment of a Make-Whole Amount by the Company in the event that
the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.




Section 12.2 Other Remedies. If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed
to protect and enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein
or in any Note, or for an injunction against a violation of any of the terms hereof or thereof,
or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.




Section 12.3 Rescission. At any time after any Notes have been declared due and payable
pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may
rescind and annul any such declaration and its consequences if (a) the Company has paid all
overdue interest on the Notes, all principal of the Notes and Make-Whole Amount, if any, on the
Notes that are due and payable and are unpaid other than by reason of such declaration, and all
interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted
by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b)
neither the Company nor any other Person shall have paid any amounts which have become due
solely by reason of such declaration, (c) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 17 and (d) no judgment or decree has been entered
for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment
under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.




Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and
no delay on the part of any holder of any Note in exercising any right, power or remedy shall
operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No
right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right, power or remedy referred to herein or therein or now or
hereafter available at law, in equity, by statute or otherwise. Without limiting the
obligations of the Company under Section 15, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and expenses of such holder
incurred in any enforcement or collection under this Section 12, including, without limitation,
reasonable attorneys’ fees, expenses and disbursements.



SECTION 13. Registration; Exchange; Substitution of Notes.




Section 13.1 Registration of Notes. The Company shall keep at its principal executive
office a register for the registration and registration of transfers of Notes. The name and
address of each holder of one or more Notes, each transfer thereof and the name and address of
each transferee of one or more Notes shall be registered in such register. Prior to due
presentment for registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the
Company shall not be affected by any notice or knowledge to the contrary. The Company shall
give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders of Notes.




Section 13.2 Transfer and Exchange of Notes. Upon surrender of any Note to the Company at
the address and to the attention of the designated officer (all as specified in Section 18(3))
for registration of transfer or exchange (and in the case of a surrender for registration of
transfer, accompanied by a written instrument of transfer duly executed by the registered holder
of such Note or such holder’s attorney duly authorized in writing and accompanied by the
relevant name, address and other information for notices of each transferee of such Note or part
thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the
Company’s expense (except as provided below), one or more new Notes (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal
amount of the surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1. Each such new Note
shall be dated and bear interest from the date to which interest shall have been paid on the
surrendered Note or dated the date of the surrendered Note if no interest shall have been paid
thereon. The Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than €100,000, provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes, one Note may be in a
denomination of less than €100,000. Any transferee, by its acceptance of a Note registered in
its name (or the name of its nominee), shall be deemed to have made the representation set forth
in Section 6.3, provided, that such holder may (in reliance upon information provided by the
Company, which shall not be unreasonably withheld) make a representation to the effect that the
purchase by such holder will not constitute a non-exempt prohibited transaction under
Section 406(a) of ERISA.




Section 13.3 Replacement of Notes. Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 18(3)) of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any
Note (which evidence shall be, in the case of an Institutional Investor, notice from such
Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and




(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser
or another holder of a Note with a minimum net worth of at least $50,000,000 or that is a
Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be
deemed to be satisfactory), or




(b) in the case of mutilation, upon surrender and cancellation thereof,



within 10 Business Days thereafter, the Company at its own expense shall execute and deliver, in
lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have
been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen,
destroyed or mutilated Note if no interest shall have been paid thereon.



SECTION 14. Payments on Notes.




Section 14.1 Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made in New York,
New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company may
at any time, by notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such jurisdiction.




Section 14.2 Home Office Payment. So long as any Purchaser or its nominee shall be the
holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to
the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole
Amount, if any, and interest by the method and at the address specified for such purpose below
such Purchaser’s name in Schedule A, or by such other method or at such other address as such
Purchaser shall have from time to time specified to the Company in writing for such purpose,
without the presentation or surrender of such Note or the making of any notation thereon, except
that upon written request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, such Purchaser shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its principal
executive office or at the place of payment most recently designated by the Company pursuant to
Section 14.1. Prior to any sale or other disposition of any Note held by any Purchaser or its
nominee, such Purchaser will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or surrender such Note to
the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will
afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or
indirect transferee of any Note.



SECTION 15. Expenses, Etc.




Section 15.1 Transaction Expenses. Whether or not the transactions contemplated hereby are
consummated, the Company will pay all reasonable costs and expenses (including reasonable
attorneys’ fees of a special counsel) incurred by the Purchasers and each other holder of a Note
in connection with such transactions and in connection with any amendments, waivers or consents
under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or
consent becomes effective), including, without limitation: (a) the reasonable costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or defend) any
rights under this Agreement or the Notes or in responding to any subpoena or other legal process
or informal investigative demand issued in connection with this Agreement or the Notes, or by
reason of being a holder of any Note and (b) the reasonable costs and expenses, including
financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the
Company or any Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby and by the Notes. The Company will pay, and will save each
Purchaser and each other holder of a Note harmless from, all claims in respect of any fees,
costs or expenses, if any, of brokers and finders (other than those, if any, retained by a
Purchaser or other holder in connection with its purchase of the Notes).




Section 15.2 Survival. The obligations of the Company under this Section 15 will survive
the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of
this Agreement or the Notes and the termination of this Agreement.




	 	 	SECTION 16. Survival of Representations and Warranties; Entire Agreement.





All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent
holder of a Note, regardless of any investigation made at any time by or on behalf of such
Purchaser or any other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed
representations and warranties of the Company under this Agreement. Subject to the preceding
sentence, this Agreement and the Notes embody the entire agreement and understanding between each
Purchaser and the Company and supersede all prior agreements and understandings relating to the
subject matter hereof.



SECTION 17. Amendment and Waiver.




Section 17.1 Requirements. This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or prospectively), with
(and only with) the written consent of the Company and the Required Holders, except that (a) no
amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any
defined term (as it is used therein), will be effective as to any holder of a Note unless
consented to by such holder in writing and (b) no such amendment or waiver may, without the
written consent of the holder of each Note at the time outstanding affected thereby, (1) subject
to the provisions of Section 12 relating to acceleration or rescission, change the amount or
time of any prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest (if such change results in a decrease in the
interest rate) or of the Make-Whole Amount on, the Notes, (2) change the percentage of the
principal amount of the Notes the holders of which are required to consent to any such amendment
or waiver or (3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.




Section 17.2 Solicitation of Holders of Notes.




(a) Solicitation. The Company will provide each holder of the Notes (irrespective of
the amount of Notes then owned by it) with sufficient information, sufficiently far in
advance of the date a decision is required, to enable such holder to make an informed and
considered decision with respect to any proposed amendment, waiver or consent in respect of
any of the provisions hereof or of the Notes. The Company will deliver executed or true and
correct copies of each amendment, waiver or consent effected pursuant to the provisions of
this Section 17 to each holder of outstanding Notes promptly following the date on which it
is executed and delivered by, or receives the consent or approval of, the requisite holders
of Notes.




(b) Payment. The Company will not, directly or indirectly, pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or otherwise, or
grant any security or provide other credit support, to any holder of Notes as consideration
for or as an inducement to the entering into by any holder of Notes of any waiver or
amendment of any of the terms and provisions hereof unless such remuneration is concurrently
paid, or security is concurrently granted or other credit support concurrently provided, on
the same terms, ratably to each holder of Notes then outstanding even if such holder did not
consent to such waiver or amendment.




(c) Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17
by the holder of any Note that has transferred or has agreed to transfer its Notes to the
Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to
provide such written consent as a condition to such transfer shall be void and of no force
or effect except solely as to such holder, and any amendments effected or waivers granted or
to be effected or granted that would not have been or would not be so effected or granted
but for such consent (and the consents of all other holders of Notes that were acquired
under the same or similar conditions) shall be void and of no force or effect except solely
as to such holder.




Section 17.3 Binding Effect, Etc. Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Company without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Company and the holder of
any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a
waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and
references thereto shall mean this Agreement as it may from time to time be amended or
supplemented.




Section 17.4 Notes Held by Company, Etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this Agreement or
the Notes, or have directed the taking of any action provided herein or in the Notes to be taken
upon the direction of the holders of a specified percentage of the aggregate principal amount of
Notes then outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.



SECTION 18. Notices.



All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), (b) by a recognized overnight delivery service (with
charges prepaid) or (c) by posting to IntraLinks®, or a similar service reasonably acceptable to
the Required Holders, if the sender on the same day sends or causes to be sent notice of such
posting by electronic mail. Any such notice must be sent:




(1) if to any Purchaser or its nominee, to such Purchaser or its
nominee at the address or, in the case of clause (c) above, the e-mail
address specified for such communications in Schedule A, or at such other
address or e-mail address as such Purchaser or its nominee shall have
specified to the Company in writing,




(2) if to any other holder of any Note, to such holder at such address
or, in the case of clause (c) above, the e-mail address as such other holder
shall have specified to the Company in writing pursuant to this Section 18,
or




(3) if to the Company, to the Company at its address set forth at the
beginning hereof to the attention of Treasurer or at such other address as
the Company shall have specified to the holder of each Note in writing.



	 	 	 
	Notices under this Section 18 will be deemed given only when actually received.

	 
	 	 
	SECTION 19.

	 	Reproduction of Documents.






This Agreement and all documents relating hereto, including, without limitation, (a) consents,
waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser
on the Closing Date (except the Notes themselves) and (c) financial statements, certificates and
other information previously or hereafter furnished to any holder of Notes, may be reproduced by
such holder by any photographic, photostatic, electronic, digital or other similar process and such
holder may destroy any original document so reproduced. The Company agrees and stipulates that, to
the extent permitted by applicable law, any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such holder of Notes in the regular
course of business) and any enlargement, facsimile or further reproduction of such reproduction
shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any
other holder of Notes from contesting any such reproduction to the same extent that it could
contest the original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction.



SECTION 20. Confidential Information.



For the purposes of this Section 20, “Confidential Information” shall mean information
delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the
transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature
and that was clearly marked or labeled or otherwise adequately identified when received by such
Purchaser as being confidential information of the Company or such Subsidiary, provided that such
term does not include information that (a) was publicly known or otherwise known to such Purchaser
prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or
omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes
known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d)
constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise
publicly available. Each Purchaser will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser, provided that such Purchaser
may deliver or disclose Confidential Information to (1) its directors, officers, trustees,
employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by its Notes), (2) its financial advisors and
other professional advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20, (3) any other holder of any Note,
(4) any Institutional Investor to which such Purchaser sells or offers to sell such Note or any
part thereof or any participation therein (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this Section 20), (5) any
Person from which such Purchaser offers to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (6) any federal or state regulatory authority having jurisdiction
over such Purchaser, (7) the NAIC or the SVO or, in each case, any similar organization, or any
nationally recognized rating agency that requires access to information about such Purchaser’s
investment portfolio or (8) any other Person to which such delivery or disclosure may be necessary
or appropriate (i) to effect compliance with any law, rule, regulation or order applicable to such
Purchaser, (ii) in response to any subpoena or other legal process, (iii) in connection with any
litigation to which such Purchaser is a party or (iv) if an Event of Default has occurred and is
continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to
be necessary or appropriate in the enforcement or for the protection of the rights and remedies
under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this
Section 20 as though it were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to be delivered to
such holder under this Agreement or requested by such holder (other than a holder that is a party
to this Agreement or its nominee), such holder will enter into an agreement with the Company
embodying the provisions of this Section 20.



SECTION 21. Substitution of Purchaser.



Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser
of the Notes that such Purchaser has agreed to purchase hereunder, by written notice to the
Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such
Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such
Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon
receipt of such notice, any reference to such Purchaser in this Agreement (other than in this
Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the
event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter
transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by
the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this
Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate,
but shall refer to such original Purchaser, and such original Purchaser shall again have all the
rights of an original holder of the Notes under this Agreement.



SECTION 22. Miscellaneous.




Section 22.1 Successors and Assigns. All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent holder of a
Note) whether so expressed or not.




Section 22.2 Payments Due on Non-Business Days. Anything in this Agreement or the Notes to
the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the
notice of any optional prepayment specify a Business Day as the date fixed for such prepayment),
any payment of principal of, Make-Whole Amount, if any, or interest on any Note that is due on a
date other than a Business Day shall be made on the next succeeding Business Day without
including the additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided that if the maturity date of any Note is a date other than a
Business Day, the payment otherwise due on such maturity date shall be made on the next
succeeding Business Day and shall include the additional days elapsed in the computation of
interest payable on such next succeeding Business Day.




Section 22.3 Accounting Terms. All accounting terms used herein which are not expressly
defined in this Agreement have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, (a) all computations made pursuant to this
Agreement shall be made in accordance with GAAP and (b) all financial statements shall be
prepared in accordance with GAAP.




Section 22.4 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall (to the full extent
permitted by law) not invalidate or render unenforceable such provision in any other
jurisdiction.




Section 22.5 Construction, Etc. Each covenant contained herein shall be construed (absent
express provision to the contrary) as being independent of each other covenant contained herein,
so that compliance with any one covenant shall not (absent such an express contrary provision)
be deemed to excuse compliance with any other covenant. Where any provision herein refers to
action to be taken by any Person, or which such Person is prohibited from taking, such provision
shall be applicable whether such action is taken directly or indirectly by such Person.




For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be
deemed a part hereof.




Section 22.6 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one instrument.
Each counterpart may consist of a number of copies hereof, each signed by less than all, but
together signed by all, of the parties hereto.




Section 22.7 Governing Law. This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require the application
of the laws of a jurisdiction other than such State.




Section 22.8 Jurisdiction and Process; Waiver of Jury Trial.




(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York
State or federal court sitting in the Borough of Manhattan, The City of New York, over any
suit, action or proceeding arising out of or relating to this Agreement or the Notes. To
the fullest extent permitted by applicable law, the Company irrevocably waives and agrees
not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject
to the jurisdiction of any such court, any objection that it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.




(b) The Company consents to process being served by or on behalf of any holder of Notes
in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a
copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, return receipt requested, to it at its address specified in Section 18 or
at such other address of which such holder shall then have been notified pursuant to said
Section. The Company agrees that such service upon receipt (1) shall be deemed in every
respect effective service of process upon it in any such suit, action or proceeding and (2)
shall, to the fullest extent permitted by applicable law, be taken and held to be valid
personal service upon and personal delivery to it. Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United States Postal
Service or any reputable commercial delivery service.




(c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to
serve process in any manner permitted by law, or limit any right that the holders of any of
the Notes may have to bring proceedings against the Company in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in
any other jurisdiction.




(d) The parties hereto hereby waive trial by jury in any action brought on
or with respect to this Agreement, the Notes or an other document executed in connection
herewith or therewith.




Section 22.9 Obligation to Make Payment in Euros. Any payment on account of an amount that
is payable hereunder or under the Notes in Euros which is made to or for the account of any
holder of Notes in any other currency, whether as a result of any judgment or order or the
enforcement thereof or the realization of any security or the liquidation of the Company, shall
constitute a discharge of the obligation of the Company under this Agreement or the Notes only
to the extent of the amount of Euros which such holder could purchase in the foreign exchange
markets in London, England, with the amount of such other currency in accordance with normal
banking procedures at the rate of exchange prevailing on the London Banking Day following
receipt of the payment first referred to above. If the amount of Euros that could be so
purchased is less than the amount of Euros originally due to such holder, the Company agrees to
the fullest extent permitted by law, to indemnify and save harmless such holder from and against
all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to
the fullest extent permitted by law, constitute an obligation separate and independent from the
other obligations contained in this Agreement and the Notes, shall give rise to a separate and
independent cause of action, shall apply irrespective of any indulgence granted by such holder
from time to time and shall continue in full force and effect notwithstanding any judgment or
order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any
judgment or order. As used herein the term “London Banking Day” shall mean any day other than
Saturday or Sunday or a day on which commercial banks are required or authorized by law to be
closed in London, England.



* * * * *





1 The Company plans to file its 2006 Form 10-K
on or about February 28, 2007.



4



The execution hereof by the Purchasers shall constitute a contract among the Company and the
Purchasers for the uses and purposes hereinabove set forth.



Very truly yours,



Rohm and Haas Company



By     



Its     



By     



Its     



5



This Agreement is hereby accepted


and agreed to as of the date thereof.



[Add Purchasers Signature Blocks]



6




Information relating to Purchasers




	 	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	Great-West Life & Annuity Insurance Company

3rd Floor, Tower 2

8515 East Orchard Road

Greenwood Village, CO 80111-5002

Attention: Investment Division

Telecopier: (303) 737-6193

E-mail Addresses: tad.anderson@gwl.com, ward.argust@gwl.com,

paul.oh@gwl.com

	 	













€16,680,000
	 
	 	 
	Payments

	 	

	 
	 	 
	All payments on or in respect of the Notes to be by wire

transfer of immediately available funds (identifying each

payment as “Rohm and Haas Company 4.50% Senior Notes due

March 9, 2014, PPN 775371 D#1, principal, interest or

premium and confirmation of principal balance”) to:

	 	









	Deutsche Bank, Frankfurt

SWIFT Code: DEUTDEFF

IBAN No.: BE02519640935040

For further credit to:

	 	







	The Bank of New York, Brussels

Account No. 922 1292 00

Ref: Great-West Life Account No. 640935

	 	





	 
	 	 
	Notices

	 	

	 
	 	 
	All notices and communications to be addressed as first

provided above, except notices of payments and written

confirmations of such wire transfers:

	 	





	The Bank of New York

Institutional Custody Department, 14th Floor

One Wall Street

New York, New York 10286

Telecopier: (212) 635-8844

	 	









	 
	 	 
	Taxpayer I.D. Number: 84-0467907

Name of Nominee in which Notes are to be issued: None

	 	









	 	 	 






7




	 	 	 
	 
	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	London Life Insurance Company

Great-West Life Centre

100 Osborne Street North

Winnipeg, Manitoba

CANADA R3C 3A5

Attention: Securities Administration-2C

Facsimile: (204) 946-8395

E-Mail Addresses: derivativesadmin@gwl.ca,

david.ayers@gwl.ca

	 	















€8,320,000
	 
	 	 
	Payments

	 	

	 
	 	 
	All payments on or in respect of the Notes to be by

wire transfer of immediately available funds

(identifying each payment as “Rohm and Haas Company

4.50% Senior Notes due March 9, 2014, PPN 775371

D#1, principal, interest or premium and confirmation

of principal balance”) to:

	 	











	Lloyds TSB Bank plc

London, England

SWIFT Code: LOYDGB2L

Account:

	 	







	Bank of Montreal

London, England

Account No. 1925901

Beneficiary:

	 	







	IBAN: GB88 BOFM 6092 3001 925901

London Life Insurance Company

100 Osborne Street North

Winnipeg, Manitoba

CANADA R3C 3A5

	 	









	 
	 	 
	Notices

	 	

	 
	 	 
	All notices and communications to be addressed as

first provided above with a copy to:

	 	



	Great-West Life & Annuity Insurance Company

8515 E. Orchard Road, 3T2

Greenwood Village, CO 80111-5002

Attention: Investments Division

Facsimile: (303) 737-6193

All notices of payments and written confirmations of

such wire transfers:

	 	













	Bank of Montreal

95 Queen Victoria Street

London, England EC4V 4HG

Attention: Lesley Jefferies

Linda Jean-Louis

David Binning

Facsimile: 00442076648161

	 	













	 
	 	 
	Taxpayer I.D. Number: N/A

Name of Nominee in which Notes are to be issued: None

	 	



	 
	 	 






8




	 	 	 






9




	 	 	 
	 
	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	The Lincoln National Life Insurance Company

Delaware Investment Advisers

2005 Market Street, Mail Stop 41-104

Philadelphia, PA 19103

Attention: Fixed Income Private Placements

Facsimile: (215) 255-1654 (Private Placements)

E-mail Addresses: cmdevereux@delinvest.com and

	 	









€15,000,000

Denominations
	 

	 	 
	ejbrennan@delinvest.com




	 	€14,700,000

€300,000
	 
	 	 
	Payments

	 	

	 
	 	 
	All payments on or in respect of the Notes to be by

wire transfer of immediately available funds

(identifying each payment as “Rohm and Haas Company

4.50% Senior Notes due March 9, 2014, PPN 775371

D#1, principal, interest or premium”) to:

	 	









	Deutsche Bank, Frankfurt

For Cash Account: Bank of New York-

Brussels Branch

Account Number: 922 1292 00

IBAN: BE02519640935040

BIC Code: DEUTDEFF

For further credit: Lincoln National Life

Account: 215742-9780

	 	















	 
	 	 
	Notices

	 	

	 
	 	 
	All notices with respect to payments and written

confirmation of such wire transfers:

	 	



	The Bank of New York

P.O. Box 19266

Newark, New Jersey 07195

Attention: Private Placement P&I Dept

Reference: Account Name and PPN/CUSIP#

All notices and communications, including with

respect to payments, to be addressed as first

provided above with duplicate copies to be

addressed:

	 	

















	Lincoln Financial Group

1300 South Clinton Street, Mail Stop 2H-17

Fort Wayne, IN 46802

Attention: K. Estep-Investment Accounting

Facsimile: (260) 455-2622 (Inv Accounting)

	 	









	 
	 	 
	Taxpayer I.D. Number: 35-0472300

Name of Nominee in which Notes are to be issued: None

	 	



	 
	 	 






10




	 	 	 






11




	 	 	 
	 
	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	Jefferson-Pilot Life Insurance Company

Delaware Investment Advisers

2005 Market Street, Mail Stop 41-104

Philadelphia, PA 19103

Attention: Fixed Income Private Placements

Facsimile: (215) 255-1654 (Private Placements)

E-mail Addresses: cmdevereux@delinvest.com and

	 	













	 

	 	

	ejbrennan@delinvest.com

	 	€2,500,000
	 

	 	

	 
	 	 
	Payments

	 	

	 
	 	 
	All payments on or in respect of the Notes to be by

wire transfer of immediately available funds

(identifying each payment as “Rohm and Haas Company

4.50% Senior Notes due March 9, 2014, PPN 775371

D#1, principal, interest or premium”) to:

	 	









	Deutsche Bank, Frankfurt

For Cash Account: Bank of New York-

Brussels Branch

Account Number: 922 1292 00

IBAN: BE02519640935040

BIC Code: DEUTDEFF

For further credit: Lincoln National Life

Account: 215742-9780

	 	















	 
	 	 
	Notices

	 	

	 
	 	 
	All notices with respect to payments and written

confirmation of such wire transfers:

	 	



	The Bank of New York

P.O. Box 19266

Newark, New Jersey 07195

Attention: Private Placement P&I Dept

Reference: Account Name and PPN/CUSIP#

All notices and communications, including with

respect to payments, to be addressed as first

provided above with duplicate copies to be

addressed:

	 	

















	Lincoln Financial Group

1300 South Clinton Street, Mail Stop 2H-17

Fort Wayne, IN 46802

Attention: K. Estep-Investment Accounting

Facsimile: (260) 455-2622 (Inv Accounting)

	 	









	 
	 	 
	Taxpayer I.D. Number: 56-0359860

Name of Nominee in which Notes are to be issued: None

	 	



	 
	 	 






12




	 	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	Jefferson Pilot Financial Insurance Company

Delaware Investment Advisers

2005 Market Street, Mail Stop 41-104

Philadelphia, PA 19103

Attention: Fixed Income Private Placements

Facsimile: (215) 255-1654 (Private Placements)

E-mail Addresses: cmdevereux@delinvest.com and

	 	









€2,500,000

Denominations
	 

	 	 
	ejbrennan@delinvest.com




	 	€1,500,000

€1,000,000
	 
	 	 
	Payments

	 	

	 
	 	 
	All payments on or in respect of the Notes to be by

wire transfer of immediately available funds

(identifying each payment as “Rohm and Haas Company

4.50% Senior Notes due March 9, 2014, PPN 775371

D#1, principal, interest or premium”) to:

	 	









	Deutsche Bank, Frankfurt

For Cash Account: Bank of New York-

Brussels Branch

Account Number: 922 1292 00

IBAN: BE02519640935040

BIC Code: DEUTDEFF

For further credit: Lincoln National Life

Account: 215742-9780

	 	















	 
	 	 
	Notices

	 	

	 
	 	 
	All notices with respect to payments and written

confirmation of such wire transfers:

	 	



	The Bank of New York

P.O. Box 19266

Newark, New Jersey 07195

Attention: Private Placement P&I Dept

Reference: Account Name and PPN/CUSIP#

All notices and communications, including with

respect to payments, to be addressed as first

provided above with duplicate copies to be

addressed:

	 	

















	Lincoln Financial Group

1300 South Clinton Street, Mail Stop 2H-17

Fort Wayne, IN 46802

Attention: K. Estep-Investment Accounting

Facsimile: 260-455-2622 (Inv Accounting)

	 	









	 
	 	 
	Taxpayer I.D. Number: 62-0395665

Name of Nominee in which Notes are to be issued: None

	 	



	 
	 	 






13




	 	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Securities Department

Facsimile: (414) 665-7124

E-Mail Address(es): michaelbay@northwesternmutual.com and

privateinvest@northwesternmutual.com

	 	











€42,000,000
	 

	 	

	 
	 	 
	Payments

	 	

	 
	 	 
	All payments on or in respect of the Notes to be by wire

transfer of immediately available funds (identifying

each payment as “Rohm and Haas Company 4.50% Senior

Notes due March 9, 2014, PPN 775371 D#1, principal,

interest or premium”) to:

	 	









	HSBC Bank plc, London

BIC: MIDLGB22

Account Name: BBH&CO

Cash Account No.: 37860431

IBAN: US67 02600 4802 6116495

Reference: FFC to: BBHCUS33 M/D NML-Private

Account A/C # 6116495

	 	













	 
	 	 
	Notices

	 	

	 
	 	 
	All notices and communications to be addressed as first

provided above, except notices of payments and written

confirmations of such wire transfers:

	 	





	The Northwestern Mutual Life Insurance

Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Investment Operations

Facsimile: (414) 625-6998

	 	











	 
	 	 
	Taxpayer I.D. Number: 39-0509570

Name of Nominee in which Notes are to be issued: None

	 	



	 
	 	 






14




	 	 	 






15




	 	 	 
	 
	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	Metropolitan Life Insurance Company

1 MetLife Plaza

27-01 Queens Plaza North

Long Island City, NY 11101

	 	





€41,783,825
	 
	 	 
	Payments

	 	

	 
	 	 
	All scheduled payments on or in respect of the Notes to be

by wire transfer of immediately available funds

(identifying each payment as “Rohm and Haas Company 4.50%

Senior Notes due March 9, 2014, PPN 775371 D#1, principal,

interest or premium”) to:

	 	









	Chase Manhattan Bank, AG Frankfurt, Germany

Swift Code: CHASDEFX

A/C: Chase Manhattan Bank, London

A/C: 6231400604

Further Credit: GTI 7900 Metropolitan Life Insurance

Company

Bank Name: JPMorgan Chase Bank

Ref: Rohm and Haas Company Senior Note due March 2014

For all payments other than scheduled payments of

principal and interest, the Company shall seek

instructions from the holder, and in the absence of

instructions to the contrary, will make such payments to

the account and in the manner set forth above.

	 	

























	 
	 	 
	Notices

	 	

	 
	 	 
	All notices and communications to be addressed to:

	 	

	Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, NJ 07962-1902

Attention: Director

Facsimile: (973) 355-4250

E-Mail Addresses: fmonfalcone@metlife.com and

jgulotta@metlife.com

	 	

















	 

	 	

	With a copy, other than with respect to deliveries of

financial statements, to:

	 	



	Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, NJ 07962-1902

Attention: Chief Counsel-Securities

Investments (PRIV)

Facsimile: (973) 355-4338

	 	













	 
	 	 
	Taxpayer I.D. Number: 13-5581829

Name of Nominee in which Notes are to be issued: None

	 	



	 
	 	 






16




	 	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	MetLife Insurance Company of Connecticut

c/o Metropolitan Life Insurance Company

1 MetLife Plaza

27-01 Queens Plaza North

Long Island City, NY 11101

	 	







€5,291,005
	 
	 	 
	Payments

	 	

	 
	 	 
	All scheduled payments on or in respect of the Notes to be

by wire transfer of immediately available funds

(identifying each payment as “Rohm and Haas Company 4.50%

Senior Notes due March 9, 2014, PPN 775371 D#1, principal,

interest or premium”) to:

	 	









	Chase Manhattan Bank, AG Frankfurt, Germany

Swift Code: CHASDEFX

A/C: Chase Manhattan Bank, London

A/C: 6231400604

Credit: GTI 06001, Travelers S/A TIC-MGA (MetLife

Insurance Company of Connecticut)

IBAN: GB39CHAS60924222084602

Ref: Rohm and Haas Company Senior Note due March 2014

For all payments other than scheduled payments of

principal and interest, the Company shall seek

instructions from the holder, and in the absence of

instructions to the contrary, will make such payments to

the account and in the manner set forth above.

	 	

























	 
	 	 
	Notices

	 	

	 
	 	 
	All notices and communications to be addressed to:

	 	

	MetLife Insurance Company of Connecticut –

Separate Account MGA (TIC_MGA)

c/o Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, NJ 07962-1902

Attention: Director

Facsimile: (973) 355-4250

E-Mail Addresses: fmonfalcone@metlife.com and

jgulotta@metlife.com

	 	





















	 

	 	

	With a copy, other than with respect to deliveries of

financial statements, to:

	 	



	MetLife Insurance Company of Connecticut -

Separate Account MGA (TIC_MGA)

c/o Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, NJ 07962-1902

Attention: Chief Counsel-Securities

Investments (PRIV)

Facsimile: (973) 355-4338

	 	

















	 
	 	 
	Taxpayer I.D. Number: 06-0566090

Name of Nominee in which Notes are to be issued: None

	 	



	 
	 	 






17




	 	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	MetLife Insurance Company of Connecticut

c/o Metropolitan Life Insurance Company

1 MetLife Plaza

27-01 Queens Plaza North

Long Island City, NY 11101

	 	







€12,925,170
	 
	 	 
	Payments

	 	

	 
	 	 
	All scheduled payments on or in respect of the Notes to be

by wire transfer of immediately available funds (identifying

each payment as “Rohm and Haas Company 4.50% Senior Notes

due March 9, 2014, PPN 775371 D#1, principal, interest or

premium”) to:

	 	









	Chase Manhattan Bank, AG Frankfurt, Germany

Swift Code: CHASDEFX

A/C: Chase Manhattan Bank, London

A/C: 6231400604

FFC: GTI A/C #24039 Travelers Private Placement Account

IBAN: GB39CHAS60924222084602

Ref: Rohm and Haas Company Senior Note due March 2014

For all payments other than scheduled payments of principal

and interest, the Company shall seek instructions from the

holder, and in the absence of instructions to the contrary,

will make such payments to the account and in the manner set

forth above.

	 	























	 
	 	 
	Notices

	 	

	 
	 	 
	All notices and communications to be addressed to:

	 	

	MetLife Insurance Company of Connecticut

c/o Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, NJ 07962-1902

Attention: Director

Facsimile: (973) 355-4250

E-Mail Addresses: fmonfalcone@metlife.com and

jgulotta@metlife.com

	 	



















	 

	 	

	With a copy, other than with respect to deliveries of

financial statements, to:

	 	



	MetLife Insurance Company of Connecticut

c/o Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, NJ 07962-1902

Attention: Chief Counsel-Securities

Investments (PRIV)

Facsimile: (973) 355-4338

	 	















	 
	 	 
	Taxpayer I.D. Number: 06-0566090

Name of Nominee in which Notes are to be issued: None

	 	



	 
	 	 






18




	 	 	 
	Name and Address of Purchaser

	 	Principal

Amount of Notes to

be Purchased
	 
	 	 
	Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

Attention: Lisa Ferraro

Phone: (212) 916-6547 or (212) 916-4000 (general number)

Facsimile: (212) 916-6140

E-Mail Address: lferraro@tiaa-cref.org

	 	











€28,000,000
	 
	 	 
	Payments

	 	

	 
	 	 
	All payments on or in respect of the Notes shall be made in

immediately available funds on the due date by electronic

funds transfer, through the Automated Clearing House System,

to:

	 	







	Citibank N.A, London

Swift Code: CITIGB2L

Account Number: 8669171

Account Name: Teachers Insurance and Annuity

Association of

America

Customer Account Number: 8008246130

IBAN: GB34 CITI 1850 0808 6691 71

Reference: PPN: /Type Name of Issuer Rohm and Haas,

Maturity Date: /Interest Rate: %/P&I Breakdown

	 	



















	 
	 	 
	Notices

	 	

	 
	 	 
	All notices and communications to be addressed as first

provided above, except notices of payments and written

confirmations of such wire transfers:

	 	





	Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, NY 10017

Attention: Securities Accounting Division

Phone: (212) 916-4109

Facsimile: (212) 916-6955

With a copy to:

	 	













	Citibank, N.A.

Global Custody

3800 Citibank Center Tampa

Tampa, FL 33610

Attention: Cherril Ali

Contemporaneous written confirmation of any electronic funds

transfer shall be sent to the above addresses setting forth

(1) the full name, private placement number, interest rate

and maturity date of the Notes, (2) allocation of payment

between principal, interest, Make-Whole Amount, other premium

or any special payment and (3) the name and address of the

bank from which such electronic funds transfer was sent.

	 	























	 
	 	 
	Taxpayer I.D. Number: 13-1624203

Name of Nominee in which Notes are to be issued: None

	 	









19



Defined Terms




As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:



“Affiliate” shall mean, at any time, and with respect to any Person, any other Person that at
such time directly or indirectly through one or more intermediaries Controls, or is Controlled by,
or is under common Control with, such first Person. As used in this definition, “Control” means
the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting Securities, by
contract or otherwise. Unless the context otherwise clearly requires, any reference to an
“Affiliate” is a reference to an Affiliate of the Company.



“Agreement” is defined in the first paragraph of this Agreement.



“Anti-Terrorism Order” shall mean Executive Order No. 13,224 of September 24, 2001, Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.



“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which commercial
banks in New York, New York or Philadelphia, Pennsylvania are required or authorized to be closed
or a day on which TARGET (the Trans-European Automated Real-time Gross settlement Express Transfer
system) is not open.



“Closing Date” is defined in Section 3.



“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time.



“Company” shall mean Rohm and Haas Company, a Delaware corporation, or any successor that
becomes such in the manner prescribed in Section 10.3.



“Confidential Information” is defined in Section 20.



“Consolidated EBITDA” shall mean, for any period, net income (or net loss) from continuing
operations of the Company and its Restricted Subsidiaries plus the sum of (a) interest expense, (b)
income tax expense, (c) depreciation expense, (d) amortization expense, (e) restructuring and asset
impairment charges and (f) extraordinary or non-recurring losses, in each case, included in
determining such net income (or net loss), less extraordinary or nonrecurring gains included in
determining such net income (or net loss), all as determined on a consolidated basis in accordance
with GAAP for such period, except that for the purposes of this definition the term “non-recurring”
shall mean (1) the nature of the loss or gain is such that it is reasonably unlikely to recur
within two years and (2) there was no similar loss or gain within the prior two years.



“Consolidated Net Worth” shall mean the aggregate of capital stock and surplus and surplus
reserves of the Company and its Restricted Subsidiaries which are included on the consolidated
balance sheet of the Company for the fiscal quarter or fiscal year, as applicable, most recently
ended for which financial statements are required to be delivered to the holders of the Notes
pursuant to Section 7.1(a) or (b), as applicable, all as determined on a consolidated basis in
accordance with GAAP, less the cost of any treasury shares as included on such balance sheet.



“Debt” of any Person shall mean, without duplication, (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person for the deferred purchase price of property or
services (other than trade payables incurred in the ordinary course of such Person’s business), (c)
all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments,
(d) all obligations of such Person created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all obligations of such Person as lessee under leases
that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all
obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit
or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements,
(h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly
by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds
for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make
payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or
in any other manner invest in the debtor (including any agreement to pay for property or services
irrespective of whether such property is received or such services are rendered) or (4) otherwise
to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above
secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to
be secured by) any Lien on property (including, without limitation, accounts and contract rights)
owned by such Person, even though such Person has not assumed or become liable for the payment of
such Debt.



“Debt for Borrowed Money” of any Person shall mean all items that, in accordance with GAAP,
would be classified as indebtedness on a consolidated balance sheet of such Person.



“Default” shall mean an event or condition the occurrence or existence of which would, with
the lapse of time or the giving of notice or both, become an Event of Default.



“Default Rate” shall mean that rate of interest that is the greater of (a) 2.00% per annum
above the rate of interest stated in clause (a) of the first paragraph of the Notes or (b) 2.00%
over the rate of interest publicly announced by Bank of America, N.A. in London, England as its
“reference” rate for loans denominated in Euros.



“Disclosure Documents” is defined in Section 5.3.



“Dollars” or “$” shall mean lawful money of the United States of America.



“Environmental Laws” shall mean any and all federal, state, local and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to Hazardous Materials.



“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the rules and regulations promulgated thereunder from time to time in effect.



“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that is
treated as a single employer together with the Company under Section 414 of the Code.



“Euros” or “€” shall mean the unit of single currency of the participating member states of
the European Community.



“Exchange Act Filings” shall mean the Annual Report of the Company on Form 10-K for the year
ended December 31, 2005 and each subsequent periodic and current report of the Company filed with
the SEC under the Securities Exchange Act of 1934, as amended.



“Event of Default” is defined in Section 11.



“GAAP” shall mean generally accepted accounting principles as in effect from time to time in
the United States of America provided that, if the Company or the Required Holders notify the other
party that it or they wish to amend any negative covenants (or any definition hereof) to eliminate
the effect of any change in generally accepted accounting principles on the operation of such
covenant or definition, then the Company’s compliance with such covenant or the meaning of such
definition shall be determined on the basis of generally accepted accounting principles in effect
immediately before the relevant change in generally accepted accounting principles became
effective, until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Company and the Required Holders.



“Governmental Authority” shall mean




(a) the government of




(1) the United States of America or any State or other political
subdivision thereof, or




(2) any other jurisdiction in which the Company or any Restricted
Subsidiary conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Company or any Restricted
Subsidiary, or




(b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



“Hazardous Material” shall mean any and all pollutants, toxic or hazardous wastes or other
substances that might pose a hazard to health and safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law including, but not
limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum,
petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized
substances.



“Hedge Agreements” shall mean interest rate swap, cap or collar agreements, interest rate
future or option contracts, currency swap agreements, currency future or option contracts and other
similar agreements.



“holder” shall mean, with respect to any Note, the Person in whose name such Note is
registered in the register maintained by the Company pursuant to Section 13.1.



“INHAM Exemption” is defined in Section 6.3(a).



“Institutional Investor” shall mean (a) any Purchaser of a Note, (b) any holder of a Note
holding (together with one or more of its affiliates) more than €2,000,000 of the aggregate
principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment company, any insurance
company, any broker or dealer or any other similar financial institution or entity, regardless of
legal form and (d) any Related Fund of any holder of any Note.



“Interest Coverage Ratio” shall mean, at any date of determination, the ratio of (a)
Consolidated EBITDA to (b) interest payable on, and amortization of debt discount in respect of,
all Debt for Borrowed Money of or by the Company and its Restricted Subsidiaries, in each case,
during the four consecutive fiscal quarters most recently ended for which financial statements are
required to be delivered to the holders of the Notes pursuant to Section 7.1(a) or (b), as
applicable.



“Lien” shall mean, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement
(other than an operating lease) or Capital Lease, upon or with respect to any property or asset of
such Person (including in the case of stock, stockholder agreements, voting trust agreements and
all similar arrangements).



“Make-Whole Amount” shall mean, with respect to any Note, an amount equal to the excess, if
any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that the Make-Whole
Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:




“Called Principal” shall mean, with respect to any Note, the principal of such Note
that has become or is declared to be immediately due and payable pursuant to Section 12.1.




“Discounted Value” shall mean, with respect to the Called Principal of any Note, the
amount obtained by discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which interest on the Notes is
payable) equal to the Reinvestment Yield with respect to such Called Principal.




“Reinvestment Yield” shall mean, with respect to the Called Principal of any Note, the
yield to maturity implied by (a) the yields reported as of 11:00 a.m. (Frankfurt am Main
time) on the second Business Day preceding the Settlement Date with respect to such Called
Principal, on the display designated as “Page “PXGE” (or such other display as may replace
Page PXGE) on Bloomberg Financial Markets for actively traded Bundesobligationen having a
maturity equal to the Remaining Average Life of such Called Principal as of such Settlement
Date, or (b) if such yields are not reported as of such time or the yields reported as of
such time are not ascertainable (including by way of interpolation), by reference to the
arithmetic mean of the yields to maturity quoted for actively traded Bundesobligationen
having a maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date by three market makers selected by the Required Holders. Such implied yield
will be determined, if necessary, by (1) converting quotations to bond equivalent yields in
accordance with accepted financial practice and (2) interpolating linearly between (i) the
actively traded Bundesobligationen with the maturity closest to and greater than such
Remaining Average Life and (ii) the actively traded Bundesobligationen with the maturity
closest to and less than such Remaining Average Life. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the interest rate of the applicable
Note.




“Remaining Average Life” shall mean, with respect to any Called Principal, the number
of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called
Principal into (b) the sum of the products obtained by multiplying (1) the principal
component of each Remaining Scheduled Payment with respect to such Called Principal by (2)
the number of years (calculated to the nearest one-twelfth year) that will elapse between
the Settlement Date with respect to such Called Principal and the scheduled due date of such
Remaining Scheduled Payment.




“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any
Note, all payments of such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such Called Principal
were made prior to its scheduled due date, provided that if such Settlement Date is not a
date on which interest payments are due to be made under the terms of the Notes, then the
amount of the next succeeding scheduled interest payment will be reduced by the amount of
interest accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 12.1.




“Settlement Date” shall mean, with respect to the Called Principal of any Note, the
date on which such Called Principal has become or is declared to be immediately due and
payable pursuant to Section 12.1.



“Material” shall mean material in relation to the business, operations, affairs, financial
condition, assets or properties of the Company and its Restricted Subsidiaries, taken as a whole.



“Material Adverse Effect” shall mean a material adverse effect on (a) the business,
operations, affairs, financial condition, assets or properties of the Company and its Restricted
Subsidiaries, taken as a whole, (b) the ability of the Company to perform its obligations under
this Agreement and the Notes or (c) the validity or enforceability of this Agreement or the Notes.



“Memorandum” is defined in Section 5.3.



“Multiemployer Plan” shall mean any Plan that is a “multiemployer plan” (as such term is
defined in Section 4001(a)(3) of ERISA).



“NAIC” shall mean the National Association of Insurance Commissioners or any successor
thereto.



“NAIC Annual Statement” is defined in Section 6.3(a).



“Notes” is defined in Section 1.



“Officer’s Certificate” shall mean a certificate of a Senior Financial Officer or of any other
officer of the Company whose responsibilities extend to the subject matter of such certificate.



“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA or
any successor thereto.



“Person” shall mean an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, business entity or Governmental Authority.



“Plan” shall mean an “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to
Title I of ERISA that is or, within the preceding five years, has been established or maintained,
or to which contributions are or, within the preceding five years, have been made or required to be
made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.



“property” or “properties” shall mean, unless otherwise specifically limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.



“PTE” is defined in Section 6.3(a).



“Purchaser” is defined in the first paragraph of this Agreement.



“QPAM Exemption” is defined in Section 6.3(d).



“Qualified Institutional Buyer” shall mean any Person who is a “qualified institutional buyer”
within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.



“Receivables Securitization” shall mean sales of accounts receivable of the Company or any
Restricted Subsidiary in connection with agreements for limited recourse or non-recourse sales by
the Company or such Restricted Subsidiary for cash, provided that (a) any such agreement is of a
type and on terms customary for comparable transactions in the good faith judgment of the board of
directors of the Company or such Restricted Subsidiary and (b) such agreement does not create any
interest in any asset other than accounts receivable (and property securing or otherwise supporting
accounts receivable) and proceeds of the foregoing.



“Related Fund” shall mean, with respect to any holder of any Note, any fund or entity that (a)
invests in Securities or bank loans and (b) is advised or managed by such holder, the same
investment advisor as such holder or by an affiliate of such holder or such investment advisor.



“Required Holders” shall mean, at any time, the holders of more than 50% in principal amount
of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates and any Notes held by parties who are contractually required to abstain from voting with
respect to matters affecting the holders of Notes).



“Responsible Officer” shall mean any Senior Financial Officer and any other officer of the
Company with responsibility for the administration of the relevant portion of this Agreement.



“Restricted Subsidiary” shall mean any Subsidiary in which (a) at least a majority of the
voting Securities are owned by the Company and/or one or more wholly-owned Restricted Subsidiaries
and (b) the Company has not designated as an Unrestricted Subsidiary on the Closing Date or by
notice in writing given to the holders of Notes in accordance with the provisions of Section 9.7.



“SEC” shall mean the Securities and Exchange Commission of the United States, or any successor
thereto.



“Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities
Act.



“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in effect.



“Senior Financial Officer” shall mean the chief financial officer, principal accounting
officer, treasurer or comptroller of the Company.



“Significant Subsidiary” shall mean, at any time, any Subsidiary that would at such time
constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in
effect on the Closing Date) of the Company.



“Source” is defined in Section 6.3.



“Subsidiary” shall mean, as to any Person, any corporation, association or other business
entity in which such first Person or one or more of its Subsidiaries or such first Person and one
or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a
group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or
Persons performing similar functions) of such second Person, and any partnership or joint venture
if more than a 50% interest in the profits or capital thereof is owned by such first Person or one
or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such
partnership or joint venture can and does ordinarily take major business actions without the prior
approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly
requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.



“SVO” shall mean the Securities Valuation Office of the NAIC or any successor to such Office.



“Unrestricted Subsidiary” shall mean any Subsidiary so designated by the Company on the
Closing Date or by notice in writing given to the holders of Notes in accordance with the
provisions of Section 9.7.



“USA Patriot Act” shall mean United States Public Law 107-56, Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT
ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.



20




Form of Note




Rohm and Haas Company




4.50% Senior Note due March 9, 2014




	 	 	 
	No. R-     

€     

	 	     , 20     

PPN 775371 D#1






For value received, the undersigned, Rohm and Haas Company (herein called
the “Company”), a corporation organized and existing under the laws of the State of Delaware,
hereby promises to pay to      , or registered assigns, the principal sum of
     Euros (or so much thereof as shall not have been prepaid) on March 9,
2014, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the
unpaid balance hereof at the rate of 4.50% per annum from the date hereof, payable semiannually, on
the ninth day of March and September in each year, commencing with the March 9 or September 9 next
succeeding the date hereof, until the principal hereof shall have become due and payable, and (b)
to the extent permitted by law, on any overdue payment of interest and, during the continuance of
an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at
a rate per annum from time to time equal to the greater of (1) 6.50% or (2) 2.00% over the rate of
interest publicly announced by Bank of America, N.A. from time to time in London, England as its
“reference” rate for loans denominated in Euros, payable semiannually as aforesaid (or, at the
option of the registered holder hereof, on demand).



Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in Euros at the principal office of Bank of America, N.A. in New York, New York or at
such other place as the Company shall have designated by written notice to the holder of this Note
as provided in the Note Purchase Agreement referred to below.



This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement dated as of March 9, 2007 (as from time to time amended, the “Note
Purchase Agreement”), between the Company and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) made the representation set forth in Section 6.3 of the Note Purchase
Agreement, provided, that such holder may (in reliance upon information provided by the Company,
which shall not be unreasonably withheld) make a representation to the effect that the purchase by
such holder will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA.
Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.



This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, accompanied by a written instrument of transfer duly
executed by the registered holder hereof or such holder’s attorney duly authorized in writing, a
new Note for a like principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company may treat the
Person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



This Note is not subject to optional prepayment.



If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.



This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note shall be governed by, the law of the State of New York excluding choice
of law principles of the law of such State that would require the application of the laws of a
jurisdiction other than such State.



	 
	 

	Rohm and Haas Company

	 

	By

	 

	Its

	 

	 

	By

	 

	Its

	 







21




Form of Opinion of Special Counsel for the Company




The closing opinion of Morgan, Lewis & Bockius LLP, special counsel for the Company, which is
called for by Section 4.4(a) of the Agreement, shall be dated the Closing Date and addressed to
each Purchaser, shall be satisfactory in scope and form to each Purchaser and shall be to the
effect that:




1. The Agreement has been duly authorized by all necessary corporate action on the part
of the Company, has been duly executed and delivered by the Company and constitutes the
legal, valid and binding contract of the Company enforceable in accordance with its terms
except as such enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).




2. The Notes have been duly authorized by all necessary corporate action on the part of
the Company, have been duly executed and delivered by the Company and constitute the legal,
valid and binding obligations of the Company enforceable in accordance with their terms
except as such enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).




3. No approval, consent or withholding of objection on the part of, or filing,
registration or qualification with, any Governmental Authority, federal or state, is
necessary in connection with the execution and delivery by the Company of the Agreement or
the Notes.




4. The Company is not an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.




5. The issuance of the Notes and the use of the proceeds of the sale of the Notes in
accordance with the provisions of and contemplated by the Agreement do not violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System.




6. The issuance, sale and delivery of the Notes under the circumstances contemplated by
the Agreement do not, under existing law, require the registration of the Notes under the
Securities Act or the qualification of an indenture under the Trust Indenture Act of 1939,
as amended.



The opinion of Morgan, Lewis & Bockius LLP shall cover such other matters relating to the sale
of the Notes as any Purchaser may reasonably request and shall provide that (i) subsequent holders
of the Notes may rely upon such opinion and (ii) such opinion may be provided to Governmental
Authorities including, without limitation, the NAIC. With respect to matters of fact on which such
opinion is based, such counsel shall be entitled to rely on appropriate certificates of public
officials and officers of the Company.



22




Form of Opinion of the General Counsel to the Company




The closing opinion of Robert A Lonergan, Esq., the General Counsel to the Company, which is
called for by Section 4.4(b) of the Agreement, shall be dated the Closing Date and addressed to
each Purchaser, shall be satisfactory in scope and form to each Purchaser and shall be to the
effect that:




1. The Company is a corporation, duly incorporated, validly existing and in good
standing under the laws of the State of Delaware has the corporate power and the corporate
authority to execute and perform the Agreement and to issue the Notes and has the full
corporate power and the corporate authority to conduct the activities in which it is now
engaged.




2. The Company is duly licensed or qualified and is in good standing as a foreign
corporation in each jurisdiction in which the character of the properties owned or leased by
it or the nature of the business transacted by it makes such licensing or qualification
necessary, other than those jurisdictions as to which the failure to be so licensed,
qualified or in good standing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.




3. Each Restricted Subsidiary is a corporation or other business entity duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization and
is duly licensed or qualified and is in good standing in each jurisdiction in which the
character of the properties owned or leased by it or the nature of the business transacted
by it makes such licensing or qualification necessary, other than those jurisdictions as to
which the failure to be so licensed, qualified or in good standing would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all of
the issued and outstanding shares of capital stock or other equity interests of each such
Restricted Subsidiary have been duly issued, are fully paid and non-assessable, other than
as shown on Schedule 5.4, and are owned by the Company, by one or more Subsidiaries, or by
the Company and one or more Subsidiaries.




4. The issuance and sale of the Notes and the execution, delivery and performance by
the Company of the Agreement do not conflict with any law, rule or regulation or conflict
with or result in any breach of any of the provisions of or constitute a default under or
result in the creation or imposition of any Lien upon any of the property of the Company
pursuant to the provisions of the Certificate of Incorporation or By-laws of the Company or
any agreement or other instrument known to such counsel to which the Company is a party or
by which the Company may be bound.



The opinion of Robert A. Lonergan, Esq. shall cover such other matters relating to the sale of
the Notes as any Purchaser may reasonably request and shall provide that (i) subsequent holders of
the Notes may rely upon such opinion and (ii) such opinion may be provided to Governmental
Authorities including, without limitation, the NAIC. With respect to matters of fact on which such
opinion is based, such counsel shall be entitled to rely on appropriate certificates of public
officials and officers of the Company.



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Form of Opinion of Special Counsel to the Purchasers




The closing opinion of Schiff Hardin LLP, special counsel to the Purchasers, called for by
Section 4.4(b) of the Agreement, shall be dated the Closing Date and addressed to the Purchasers,
shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:




1. The Company is a corporation validly existing and in good standing under the laws of
the State of Delaware




2. The Agreement and the Notes being delivered on the date hereof constitute the legal,
valid and binding contracts of the Company, enforceable against the Company in accordance
with its terms.




3. The issuance, sale and delivery of the Notes being delivered on the date hereof
under the circumstances contemplated by this Agreement do not, under existing law, require
the registration of such Notes under the Securities Act or the qualification of an indenture
under the Trust Indenture Act of 1939, as amended.



The opinion of Schiff Hardin LLP shall also state that the opinions of Morgan, Lewis & Bockius
LLP and Robert A. Lonergan, Esq. are satisfactory in scope and form to Schiff Hardin LLP and that,
in their opinion, the Purchasers are justified in relying thereon.



In rendering the opinion set forth in paragraph 1 above, Schiff Hardin LLP may rely, as to
matters referred to in paragraph 1, solely upon a certificate of good standing of the Company from
the Secretary of State of the State of Delaware. The opinion of Schiff Hardin LLP is limited to
the laws of the State of New York and the federal laws of the United States.



With respect to matters of fact upon which such opinion is based, Schiff Hardin LLP may rely
on appropriate certificates of public officials and officers of the Company and upon
representations of the Company and the Purchasers delivered in connection with the issuance and
sale of the Notes.



CH2\ 1688706.12




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