Credit Agreement dated January 21, 2005


 Exhibit 10.1 
  
 Execution Copy 

  
 $450,000,000 
  
 CREDIT AGREEMENT 
  
 Dated as of 
  
 January 21, 2005 
  
 Among 
  
 CRANE CO. 
  
 The Borrowing Subsidiaries Party Hereto 
  
 The Lenders Party Hereto 
  
 JPMORGAN CHASE BANK, N.A., 
 as Administrative
Agent 
  
 FLEET NATIONAL BANK, 
  
 KEYBANK NATIONAL ASSOCIATION, 
  
 and BNP PARIBAS, 
  
 as Syndication Agents 
  
 and 
  
 THE BANK OF NEW YORK, 
  
 as Documentation Agent 
  

  
 J.P. MORGAN SECURITIES, INC., 
 as Lead Arranger and Sole Bookrunner 
  

  








 Table of Contents 
  

					
	 	  	 	  	Page


	 ARTICLE I     Definitions
	  	1
			
	 SECTION 1.01.
	  	Defined Terms	  	1
	 SECTION 1.02.
	  	Classification of Loans and Borrowings	  	21
	 SECTION 1.03.
	  	Terms Generally	  	21
	 SECTION 1.04.
	  	Accounting Terms; GAAP	  	22
		
	 ARTICLE II     The Credits
	  	22
			
	 SECTION 2.01.
	  	Commitments	  	22
	 SECTION 2.02.
	  	Loans and Borrowings	  	23
	 SECTION 2.03.
	  	Requests for Borrowings	  	23
	 SECTION 2.04.
	  	Competitive Bid Procedure	  	24
	 SECTION 2.05.
	  	Funding of Borrowings	  	26
	 SECTION 2.06.
	  	Letters of Credit	  	27
	 SECTION 2.07.
	  	Interest Elections	  	31
	 SECTION 2.08.
	  	Termination and Reduction of Commitments	  	33
	 SECTION 2.09.
	  	Repayment of Loans; Evidence of Debt	  	33
	 SECTION 2.10.
	  	Prepayment of Loans	  	34
	 SECTION 2.11.
	  	Fees	  	35
	 SECTION 2.12.
	  	Interest	  	36
	 SECTION 2.13.
	  	Alternate Rate of Interest	  	37
	 SECTION 2.14.
	  	Increased Costs	  	38
	 SECTION 2.15.
	  	Break Funding Payments	  	39
	 SECTION 2.16.
	  	Taxes	  	40
	 SECTION 2.17.
	  	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	41
	 SECTION 2.18.
	  	Mitigation Obligations; Replacement of Lenders	  	43
	 SECTION 2.19.
	  	Borrowing Subsidiaries	  	43
		
	 ARTICLE III     Representations and Warranties
	  	44
			
	 SECTION 3.01.
	  	Organization; Powers	  	44
	 SECTION 3.02.
	  	Authorization; Enforceability	  	44
	 SECTION 3.03.
	  	Governmental Approvals; No Conflicts	  	44
	 SECTION 3.04.
	  	Financial Condition; No Material Adverse Change	  	45
	 SECTION 3.05.
	  	Properties	  	45
	 SECTION 3.06.
	  	Litigation and Environmental Matters	  	45
	 SECTION 3.07.
	  	Compliance with Laws and Agreements	  	46
	 SECTION 3.08.
	  	Investment and Holding Company Status	  	46
	 SECTION 3.09.
	  	Taxes	  	46
	 SECTION 3.10.
	  	ERISA	  	46
	 SECTION 3.11.
	  	Disclosure	  	46

  

 i 








					
	 ARTICLE IV     Conditions
	  	47
			
	 SECTION 4.01.
	  	Effective Date	  	47
	 SECTION 4.02.
	  	Each Credit Event	  	48
	 SECTION 4.03.
	  	Each Term Loan Borrowing	  	48
	 SECTION 4.04.
	  	Each Borrowing Subsidiary Credit Event	  	49
		
	 ARTICLE V     Affirmative Covenants
	  	50
			
	 SECTION 5.01.
	  	Financial Statements and Other Information	  	50
	 SECTION 5.02.
	  	Notices of Material Events	  	51
	 SECTION 5.03.
	  	Existence; Conduct of Business	  	51
	 SECTION 5.04.
	  	Payment of Obligations	  	51
	 SECTION 5.05.
	  	Maintenance of Properties; Insurance	  	51
	 SECTION 5.06.
	  	Books and Records; Inspection Rights	  	52
	 SECTION 5.07.
	  	Compliance with Laws	  	52
	 SECTION 5.08.
	  	Use of Proceeds	  	52
		
	 ARTICLE VI     Negative Covenants
	  	52
			
	 SECTION 6.01.
	  	Indebtedness	  	52
	 SECTION 6.02.
	  	Liens	  	53
	 SECTION 6.03.
	  	Fundamental Changes	  	54
	 SECTION 6.04.
	  	Transactions with Affiliates	  	55
	 SECTION 6.05.
	  	Hedging Agreements	  	55
	 SECTION 6.06.
	  	Borrowing Subsidiaries	  	55
	 SECTION 6.07.
	  	Interest Coverage Ratio	  	55
	 SECTION 6.08.
	  	Leverage Ratio	  	55
		
	 ARTICLE VII     Events of Default
	  	55
		
	 ARTICLE VIII     The Administrative Agent
	  	58
		
	 ARTICLE IX     Guarantee
	  	60
		
	 ARTICLE X     Miscellaneous
	  	62
			
	 SECTION 10.01.
	  	Notices	  	62
	 SECTION 10.02.
	  	Waivers; Amendments	  	63
	 SECTION 10.03.
	  	Expenses; Indemnity; Damage Waiver	  	64
	 SECTION 10.04.
	  	Successors and Assigns	  	65
	 SECTION 10.05.
	  	Survival	  	67
	 SECTION 10.06.
	  	Counterparts; Integration; Effectiveness	  	67
	 SECTION 10.07.
	  	Severability	  	68
	 SECTION 10.08.
	  	Right of Setoff	  	68
	 SECTION 10.09.
	  	Governing Law; Jurisdiction; Consent to Service of Process	  	68
	 SECTION 10.10.
	  	WAIVER OF JURY TRIAL	  	69
	 SECTION 10.11.
	  	Headings	  	69
	 SECTION 10.12.
	  	Confidentiality	  	69
	 SECTION 10.13.
	  	Interest Rate Limitation	  	70
	 SECTION 10.14.
	  	USA PATRIOT Act	  	70

  

 ii 







 SCHEDULES: 
  

			
	 1.01(a)
	  	Subsidiaries
	 1.01(b)
	  	Filing Entities
	 2.01
	  	Lenders
	 3.06
	  	Litigation
	 6.01
	  	Existing Indebtedness
	 6.02
	  	Existing Liens

  
 EXHIBITS: 
  

			
	 A
	  	Form of Assignment and Assumption
	 B1
	  	Form of Legal Opinion of Kirkland & Ellis LLP
	 B2
	  	Form of Legal Opinion of Augustus I. duPont
	 C
	  	Form of Closing Certificate
	 D
	  	Form of Borrowing Subsidiary Agreement

  

 iii 







 CREDIT AGREEMENT dated as of January 21, 2005, among CRANE CO., the BORROWING SUBSIDIARIES party hereto,
the LENDERS party hereto, FLEET NATIONAL BANK, KEYBANK NATIONAL ASSOCIATION and BNP PARIBAS, as syndication agents (in such capacities, the “Syndication Agents”), THE BANK OF NEW YORK, as documentation agent (in such capacity, the
“Documentation Agent”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent. 
  
 The parties hereto agree as follows: 
  
 ARTICLE I 
  
 Definitions 
  
 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
  
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate. 
  
 “Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Company or any Subsidiary (a) acquires any ongoing business or all or
substantially all of the assets of any firm, corporation, partnership, limited liability company or division thereof, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most
recent transaction in a series of transactions) at least a majority (in number of votes) of the Capital Stock of a corporation, partnership, or limited liability company which have ordinary voting power for the election of directors (other than
securities having such power only by reason of the happening of a contingency). 
  
 “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO
Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 
  
 “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder. 
  
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent. 
  
 “Affiliate” means, with
respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
  
 “Aggregate Exposure” means, with respect to any Lender at
any time, an amount equal to (a) until the Effective Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such 

  








 
Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated,
the amount of such Lender’s Revolving Credit Exposure then outstanding. 
  
 “Aggregate Exposure Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of
all Lenders at such time. 
  
 “Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of
1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate, respectively. 
  
 “Applicable Rate” means, for any day, (a) in the case of Revolving Loans, with respect to any ABR Loan or Eurodollar Loan, or with respect to the facility fees or utilization fees payable hereunder, as the case may be, the
applicable rate per annum set forth below (expressed in basis points) under the caption “ABR Spread”, “Eurodollar Spread”, “Facility Fee Rate”, or “Utilization Fee Rate”, as the case may be, based upon the
ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt: 
  

											
	 Categories

	  	 Index Debt Ratings:
 (Moody’s/S&P)

	  	ABR
Spread

	  	Eurodollar
Spread

	  	Facility Fee
Rate

	  	Utilization
Fee Rate


	 I
	  	Greater than or equal to A-/A3	  	0.0	  	37.5	  	12.5	  	12.5
	 II
	  	Greater than or equal to BBB+/Baa1 but less than A-/A3	  	0.0	  	47.5	  	15.0	  	12.5
	 III
	  	Greater than or equal to BBB/Baa2 but less than BBB+/Baa1	  	0.0	  	57.5	  	17.5	  	12.5
	 IV
	  	Greater than or equal to BBB-/Baa3 but less than BBB/Baa2	  	25.0	  	67.5	  	20.0	  	12.5
	 V
	  	Less than BBB-/Baa3	  	50.0	  	75.0	  	25.0	  	12.5

  
 and (b) in the case of Term Loans,
with respect to any ABR Loan or Eurodollar Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below (expressed in basis points) under the caption “ABR Spread,”
“Eurodollar Spread” or “Facility Fee Rate,” as the case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt: 
  

									
	 Categories

	  	 Index Debt Ratings:
 (Moody’s/S&P)

	  	ABR
Spread

	  	Eurodollar
Spread

	  	Facility
FeeRate


	 I
	  	Greater than or equal to A-/A3	  	0.0	  	62.5	  	17.5
	 II
	  	Greater than or equal to BBB+/Baa1 but less than A-/A3	  	0.0	  	75.0	  	20.0
	 III
	  	Greater than or equal to BBB/Baa2 but less than BBB+/Baa1	  	0.0	  	87.5	  	25.0
	 IV
	  	Greater than or equal to BBB-/Baa3 but less than BBB/Baa2	  	25.0	  	100.0	  	30.0
	 V
	  	Less than BBB-/Baa3	  	50.0	  	112.5	  	35.0

  
  

 2 







 For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a rating for the Index Debt
(other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category V; (ii) if the ratings established or deemed to have been established
by Moody’s and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings, unless one of the two ratings is two or more Categories lower than the other, in which case
the Applicable Rate shall be determined by reference to the Category next above that of the lower of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall be
changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall
apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating
agency shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating
agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation. 
  
 “Asbestos-Related Claims” means Asbestos Personal Injury Claims, Asbestos Property Damage Claims, Indirect
Asbestos Claims and Asbestos Expenses. For purposes of this definition: 
  
 “Asbestos Expenses” means all costs, taxes and expenses of or imposed on the Asbestos Trust, including, but not limited to: trustee compensation; employee compensation; compensation to and
indemnification of the Futures Representative and any Trust governance or advisory boards or other Trust advisors and their respective representatives; insurance premiums; legal, accounting and other professional fees and expenses; overhead; and
disbursements, but excluding payments to holders of Asbestos-Related Claims on account of such Asbestos-Related Claims. 
  
 “Asbestos Personal Injury Claim” means (a) any claim, demand or lawsuit (including, but not limited to, any Claim or
Demand), whenever and wherever arising or 

  

 3 







 
asserted against any of the Crane Entities or their respective present or former officers, directors or employees in their capacities as such and (b) any
debt, obligation or liability (whether or not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, bonded, secured or unsecured), whenever and wherever arising or asserted, of
any Crane Entity or any of their respective present or former officers, directors or employees in their capacities as such (including, but not limited to, all thereof in the nature of or sounding in tort, contract, warranty, or any other theory of
law, equity or admiralty); in either case (a) or (b) for, based on or arising by reason of, directly or indirectly, physical, emotional, bodily or other personal injury, sickness, disease, death or damages based on the foregoing (including, but not
limited to, any claim or demand for compensatory damages, loss of consortium, proximate, consequential, general, special or punitive damages, reimbursement, indemnity, warranty, contribution or subrogation) whether or not diagnosable or manifested
before the confirmation of the Plan of Reorganization or the close of the Chapter 11 Cases, (x) caused or allegedly caused, in whole or part, directly or indirectly: (i) by exposure to asbestos or asbestos-containing products manufactured, supplied,
distributed, handled, fabricated, stored, sold, installed, or removed by any Crane Entity and/or any of its Affiliates; (ii) by services, actions, or operations provided, completed or taken by any Crane Entity and/or any of its Affiliates in
connection with asbestos or asbestos-containing products or (y) caused or allegedly caused by exposure to asbestos for which any Crane Entity or its predecessors, are otherwise liable under any applicable law. 
  
 “Asbestos Property Damage Claim” means any
Claim or remedy or liability for damage to property (whether or not such Claim, remedy or liability is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, and whether or not the facts of or legal bases therefore are known or unknown, under any theory of law, equity, admiralty or otherwise), for which the Crane Entities are alleged to be or may be or become responsible by judgment, order or
settlement and that (1) arises from or relates to any building or other real property in which asbestos was or is, or asbestos-containing products were or are, alleged to have been installed prior to the petition date for the Chapter 11 Cases; and
(2) seeks monetary or other relief for injury to, destruction, loss of use, diminution in value, and/or asbestos-related repair or maintenance of such property or for the cost of inspection, encapsulation, decontamination, containment, removal, or
other abatement of the asbestos or asbestos-containing products installed or allegedly installed in such property. Asbestos Property Damage Claim also includes any such Claims, remedies or liabilities as described immediately above that seek (a)
compensatory damages (such as proximate, consequential, general and special damages) and punitive damages; and/or (b) reimbursement, indemnification, subrogation and/or contribution. 
  
 “Claim” means a claim against the Crane Entities (or any of them), whether or not asserted,
as defined in section 101(5) of the Bankruptcy Code, and further shall include, but is not limited to, Asbestos-Related Claims. 
  

 4 







 “Demand” means a demand for payment against any of the Crane Entities
within the meaning of section 524(g)(5) of the Bankruptcy Code, whether or not to be paid by a trust. 
  
 “Futures Representative” means the Person or Persons appointed by the Bankruptcy Court in the Chapter 11 Cases, pursuant
to the Bankruptcy Code, to represent the rights and interests of Persons that might assert Demands against a Crane Entity in relation to Asbestos Personal Injury Claims subsequent to the Chapter 11 Cases. 
  
 “Indirect Asbestos Claims” means (i) any
Claim based on a right of contribution, reimbursement, subrogation, or indemnity (as those terms are defined by the non-bankruptcy law of any relevant jurisdiction) arising out of or based on an Asbestos Personal Injury Claim, an Indirect Asbestos
Claim or Asbestos Property Damage Claim, and (ii) any other derivative or indirect Claim of any kind whatsoever, whether in the nature of or sounding in contract, tort, warranty or any other theory of law, equity or admiralty, by reason of an
Asbestos Personal Injury Claim, another Indirect Asbestos Claim or an Asbestos Property Damage Claim (including, without limitation, any Claim (A) for attorneys fees arising or incurred in connection with any Asbestos Personal Injury Claim, another
Indirect Direct Asbestos Claim or an Asbestos Property Damage Claim or (B) arising out of or based on the rejection of any executory contract related to or involving asbestos). 
  
 “Asbestos Trust” means the trust or trusts to be established pursuant to the Plan of Reorganization to
assume liability for the Asbestos-Related Claims in accordance with the Bankruptcy Code. 
  
 “Assessment Rate” means, for any day, the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance Fund classified as “well-capitalized” and within
supervisory subgroup “B” (or a comparable successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any successor provision) to the Federal Deposit Insurance Corporation for insurance by such Corporation of time deposits
made in dollars at the offices of such member in the United States; provided that if, as a result of any change in any law, rule or regulation, it is no longer possible to determine the Assessment Rate as aforesaid, then the Assessment Rate
shall be such annual rate as shall be determined by the Administrative Agent to be representative of the cost of such insurance to the Lenders. 
  
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party
whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 
  
 “Available Term Commitment” means, with respect to any Term Lender at any time, the amount equal to the
excess, if any, of (a) such Lender’s Term Commitment (if any) then in effect over (b) the aggregate principal amount of the Term Loans borrowed from such Lender (including any amounts outstanding and any amounts repaid). 
  

 5 







 “Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. § 101 et seq.

  
 “Bankruptcy Court” means the U.S. Bankruptcy
Court with jurisdiction over the Chapter 11 Cases. 
  
 “Base CD Rate” means the sum of (a) the Three-Month Secondary CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate. 
  
 “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

  
 “Borrower” means the Company or any Borrowing
Subsidiary. 
  
 “Borrowing” means (a) Term Loans
of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) Revolving Loans of the same Type, made, converted or continued on the same date and, in the
case of Eurodollar Loans, as to which a single Interest Period is in effect or (c) a Competitive Loan or group of Competitive Loans of the same Type made on the same date and as to which a single Interest Period is in effect. 
  
 “Borrowing Request” means a request by a Borrower for a Term
Borrowing or Revolving Borrowing in accordance with Section 2.03. 
  
 “Borrowing Subsidiary” means, at any time, each Wholly-Owned Subsidiary designated as a Borrowing Subsidiary by the Company pursuant to Section 2.19, in each case until such Person has ceased to be a Borrowing Subsidiary
pursuant to Section 2.19; provided that no Filing Entity may be a Borrowing Subsidiary hereunder. 
  
 “Borrowing Subsidiary Agreement” means each agreement entered into among (i) the Company, (ii) the applicable Subsidiary and (iii) the
Administrative Agent whereby such Wholly-Owned Subsidiary is designated as a Borrowing Subsidiary pursuant to Section 2.19, which agreement shall be substantially in the form of Exhibit D, as amended, supplemented, restated or otherwise modified
from time to time. 
  
 “Business Day” means any
day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. 
  
 “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
  

 6 







 “Capital Stock” means (i) in the case of a corporation, corporate stock, (ii) in the
case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (howsoever designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether general or limited)
and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person, in each such case regardless of class or designation. 
  
 “Change in Control” means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of shares representing more than 30% of the
aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i)
nominated by the board of directors of the Company nor (ii) appointed by directors so nominated; or (c) the occurrence of a change of control (or similar event, howsoever defined) under and as defined in any indenture or other agreement in respect
of any Material Indebtedness to which the Company or any Material Subsidiary is a party. 
  
 “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by
any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 
  
 “Channeling Injunction” means a channeling injunction under the Bankruptcy Code, (a) permanently enjoining
the assertion of all Asbestos-Related Claims (i) against each Filing Entity, and (ii) against each and every Crane Entity arising from, or related to, assets owned by any Filing Entity at any time prior to the confirmation of the Plan of
Reorganization, and against the officers and directors of each of them, and (b) permanently channeling all such Asbestos-Related Claims into the Asbestos Trust, which shall assume all such Asbestos-Related Claims. 
  
 “Chapter 11 Cases” means the cases to be filed by the Filing
Entities under Chapter 11 of the Bankruptcy Code; provided that any Nonconsensual Case shall not be a Chapter 11 Case. 
  
 “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term
Loans, Revolving Loans or Competitive Loans. 
  
 “Commitment” means, as to any Lender, the sum of the Term Commitment and the Revolving Commitment of such Lender. 
  
 “Company” means Crane Co., a Delaware corporation. 
  

 7 







 “Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance
with Section 2.04. 
  
 “Competitive Bid Rate”
means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid. 
  
 “Competitive Bid Request” means a request by a Borrower for Competitive Bids in accordance with Section 2.04. 
  
 “Competitive Loan” means a Loan made pursuant to Section
2.04. 
  
 “Confirmation Date” means the date on
which an order of the District Court affirming the order of the Bankruptcy Court referred to in Section 4.03(b) shall have been entered and become final and non-appealable. 
  
 “Consolidated Capitalization” means, on any date, the sum of (a) Consolidated Indebtedness as of such date,
plus (b) Consolidated Net Worth as of such date. 
  
 “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus (a) without duplication and to the extent deducted from revenues in determining Consolidated Net Income for such period, the sum of
(i) the aggregate amount of Consolidated Interest Expense for such period, plus (ii) the aggregate amount of taxes on income for such period, plus (iii) the aggregate amount of depreciation and amortization for such period, plus (iv) the charge for
asbestos related claims taken during the fiscal quarter ending on September 30, 2004 up to $322,000,000, plus (v) the charge for environmental investigation and remediation taken during the fiscal quarter ending on September 30, 2004 up to
$40,000,000. For the purposes of determining Consolidated EBITDA during any period, in connection with the acquisition of a Person (or part thereof) in an Acquisition occurring after the Effective Date, there shall be included, without duplication
or adjustment, in Consolidated Net Income net income (or loss) of such Person (or part thereof), as determined in accordance with GAAP, as if such Person (or part thereof) was acquired at the beginning of such period. 
  
 “Consolidated Indebtedness” means, on any date, the
aggregate principal amount of Indebtedness of the Company and its consolidated Subsidiaries outstanding as of such date, as determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Interest Expense” means, for any period, the interest expense, both expensed and capitalized
(including the interest component in respect of Capital Lease Obligations), accrued or paid by the Company and its consolidated Subsidiaries during such period, as determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Net Income” means, for any period, net income
or loss of the Company and its consolidated Subsidiaries for such period, as determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Net Worth” means, on any date, all amounts that would be included under stockholders’ equity on a consolidated balance
sheet of the Company and its consolidated Subsidiaries, as determined on a consolidated basis in accordance with GAAP, but 

  

 8 







 
excluding any adjustment to comprehensive income, in an aggregate amount not to exceed $20,000,000 from the Effective Date, for minimum pension liability not
yet recognized as net periodic pension cost. 
  
 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or
otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
  
 “Crane Entities” means (a) the Company, the Crane Subsidiaries and each of their predecessors, and (b) the successors of the Company, the
Crane Subsidiaries and each of their predecessors through the date on which the Plan of Reorganization becomes effective. 
  
 “Crane Subsidiaries” means all of the Subsidiaries of the Company, which such Subsidiaries as of the date hereof are listed on Schedule
1.01(a). 
  
 “Default” means any event or
condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 
  
 “Delayed Draw Expiry Date” means December 31, 2005; provided that such date may be extended to June 30, 2006 pursuant to the terms
of Section 2.01(a). 
  
 “District Court” means
the U.S. District Court with jurisdiction over the Chapter 11 Cases. 
  
 “dollars” or “$” refers to lawful money of the United States of America. 
  
 “Dollar Equivalent” means, on any Business Day with respect to any amount denominated in a currency other than dollars, the amount of
dollars that would be required to purchase the amount of such currency based upon the spot selling rate at which the Issuing Bank offers to sell such currency for dollars in the London foreign exchange market at approximately 11:00 a.m. London time
on such Business Day for delivery two Business Days later, and, with respect to any amount denominated in dollars, such amount. 
  
 “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section
10.02). 
  
 “Environmental Laws” means all laws,
rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of
natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters. 
  
 “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or


  

 9 







 
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
  
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

  
 “ERISA Affiliate” means any trade or business
(whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Tax Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Tax Code, is treated as a single
employer under Section 414 of the Tax Code. 
  
 “ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Tax Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Tax Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the
receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; or (h)
any Foreign Plan Event. 
  
 “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the case of a Competitive Loan, the LIBO Rate).

  
 “Event of Default” has the meaning assigned
to such term in Article VII. 
  
 “Excess Utilization
Day” has the meaning assigned to such term in Section 2.11(b). 
  
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes
imposed on (or measured by) its net income (but specifically excluding any gross receipts taxes and any taxes imposed on any additional amounts required to be paid under Section 2.16) by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any 

  

 10 







 
branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such Borrower is located and (c)
in the case of a Foreign Lender (other than an assignee pursuant to a request by the Company under Section 2.18(b)), any withholding tax that is imposed by the United States of America on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.16(e), except to the extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a Borrower with respect to such withholding tax pursuant to Section 2.16(a). 
  
 “Existing Credit Agreement” means the Credit Agreement,
dated as of July 22, 2003, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, as administrative agent, Fleet National Bank and KeyBank National Association, as syndication agents, and The
Bank of New York, as documentation agent, as amended, supplemented or otherwise modified from time to time. 
  
 “Facility” means each of (a) the Term Commitments and the Term Loans made thereunder (the “Term Facility”) and (b) the
Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”). 
  
 “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it. 
  
 “Filing
Entities” means the Subsidiaries of the Company listed on Schedule 1.01(b) hereto. 
  
 “Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company. 
  
 “Fixed Rate” means, with respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the
fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid. 
  
 “Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate. 
  
 “Foreign Lender” means any Lender that is not organized
under laws of any jurisdiction in the United States of America. 
  
 “Foreign Plan” means any employee benefit plan as described in Section 3(3) of ERISA which (i) is maintained or contributed to for the benefit of employees of the Company, any Subsidiary or any of its ERISA Affiliates, (ii)
is not covered by ERISA pursuant to Section 

  

 11 







 
4(b)(4) of ERISA, and (iii) under applicable local law, is required to be funded through a trust or other funding vehicle. 
  
 “Foreign Plan Event” means, with respect to any Foreign
Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or
payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee to administer any such Foreign Plan, or to the insolvency of any such Foreign Plan or (d) the
incurrence of any liability of the Company, any Subsidiary or any ERISA Affiliate under applicable law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer
therein. 
  
 “GAAP” means generally accepted
accounting principles in the United States of America. 
  
 “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 
  
 “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security
for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support
such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 
  
 “Guaranteed Obligations” means the obligations of each of the Borrowing Subsidiaries under this Agreement,
the Borrowing Subsidiary Agreements and the other Loan Documents, whether for principal, interest, guaranties, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees and disbursements of
counsel to the Administrative Agent or any Lender) or otherwise. Without limiting the generality of the foregoing, the definition of “Guaranteed Obligations” includes all amounts that would be owed by each of the Borrowing Subsidiaries to
the Lenders and the Administrative Agent under this Agreement, the Borrowing Subsidiary Agreements and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or
similar proceeding involving a Borrowing Subsidiary. 
  

 12 







 “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes
of any nature regulated pursuant to any Environmental Law. 
  
 “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

  
 “Indebtedness” of any Person means, without
duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (f) except in the determination of the Leverage Ratio with respect to contingent obligations in respect of letters of credit, performance bonds, bid bonds, customs bonds,
surety bonds and performance guaranties, all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, all obligations of such Person under Synthetic Leases and all obligations of such Person incurred in
connection with any securitization or other asset-backed financing, (h) except in the determination of the Leverage Ratio with respect to contingent obligations, all obligations, contingent or otherwise, of such Person in respect of letters of
credit, performance bonds, bid bonds, customs bonds, surety bonds and performance guaranties, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) all obligations of such Person arising with
respect to Capital Stock that are mandatorily redeemable by such Person or otherwise redeemable at the option of the holder thereof, in whole or in part, prior to the date that is 90 days after the stated Revolving Termination Date. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 
  
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 
  
 “Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Company that is not
guaranteed by any other Person or subject to any other credit enhancement. 
  
 “Information Memorandum” means the Confidential Information Memorandum dated November 2004 relating to the Company and the Transactions. 
  

 13 







 “Interest Coverage Ratio” means, on any date, the ratio of (a) Consolidated EBITDA for
the period of four consecutive fiscal quarters of the Company most recently ended as of such date to (b) Consolidated Interest Expense for the period of four consecutive fiscal quarters of the Company most recently ended as of such date. 

 
 “Interest Election Request” means a request by a Borrower
to convert or continue a Revolving Borrowing in accordance with Section 2.07. 
  
 “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of
three months’ duration after the first day of such Interest Period, and (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration
after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing. 
  
 “Interest Period” means (a) with respect to any Eurodollar Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable Borrower may elect, and (b) with respect to any Fixed Rate Borrowing, the period (which shall
not be less than 7 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
  
 “Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.06(i), or any other Lender so designated with the consent of such other Lender, JPMorgan Chase Bank, N.A. and the Company. The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be
issued by Qualified Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Qualified Affiliate with respect to Letters of Credit issued by such Qualified Affiliate. 
  

 14 







 “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit. 
  
 “LC Exposure” means, at any time, the
sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time (including, without limitation, in the case of outstanding Letters of Credit denominated in any currency other than dollars, the Dollar Equivalent of the
aggregate then undrawn and unexpired amount thereof) plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time (including, without limitation, in the case of Letters of
Credit denominated in any currency other than dollars, the Dollar Equivalent of the unreimbursed aggregate amount of drawings thereunder, to the extent that such amount has not been converted into dollars in accordance with Section 2.06(e)). The LC
Exposure of any Lender at any time shall be its Revolving Percentage of the total LC Exposure at such time. 
  
 “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 
  
 “Letter of Credit” means any letter of credit issued pursuant to this Agreement. 
  
 “Leverage Ratio” means, on any date, the ratio of (a)
Consolidated Indebtedness as of such date to (b) Consolidated Capitalization as of such date. 
  
 “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such Service, or
any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to
such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period. 
  
 “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities. 
  
 “Loan Documents” means this Agreement, each Borrowing Subsidiary Agreement, each promissory note issued pursuant to Section 2.09(f) and each Hedging 

  

 15 







 
Agreement between a Borrower and a Lender or an Affiliate of a Lender, as each may be amended, supplemented, restated or otherwise modified from time to
time. 
  
 “Loan Parties” means the Company and
each of its Subsidiaries that is a party to a Loan Document. 
  
 “Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement. 
  
 “Majority Facility Lenders” means (a) with respect to the Term Facility, the holders of more than 50% of the sum of the aggregate unpaid
principal amount of the Term Loans outstanding under the Term Facility and the Term Commitments (if any) then in effect, or (b) with respect to the Revolving Facility, the holders of more than 50% of the aggregate amount of the Revolving Credit
Exposures of the Revolving Lenders outstanding under the Revolving Facility (or, prior to any termination of the Revolving Commitments, the holders of more than 50% of the aggregate amount of the Revolving Commitments of the Revolving Lenders then
in effect). 
  
 “Margin” means, with respect to
any Competitive Loan bearing interest at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO Rate to determine the rate of interest applicable to such Loan, as specified by the Lender
making such Loan in its related Competitive Bid. 
  
 “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Company and the Subsidiaries taken as a whole, (b) the ability of any
Borrower to perform any of its obligations under any Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document; provided that the commencement of the Chapter 11 Cases shall not be deemed to constitute a
“material adverse effect.” 
  
 “Material
Indebtedness” means Indebtedness (other than the Loans and other than Indebtedness owed solely to the Company and its Subsidiaries), or obligations in respect of one or more Hedging Agreements, of any one or more of the Company and the
Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. 
  
 “Material Subsidiary” means, at any time, (a) any Borrowing
Subsidiary or (b) any Subsidiary which as of such time meets the definition of a “significant subsidiary” contained as of the date hereof in Regulation S-X of the SEC. 
  
 “MCC” means MCC Holdings, Inc. (f/k/a Mark Controls Corporation), an indirect Wholly-Owned Subsidiary of
the Company. 
  
 “Moody’s” means
Moody’s Investors Service, Inc. 
  

 16 







 “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA. 
  
 “Nonconsensual Case” means a case
under the Bankruptcy Code in respect of any of the Borrowers or any of their Wholly-Owned Subsidiaries, other than a voluntary petition for relief under Chapter 11 of the Bankruptcy Code by each and every one of the Filing Entities, in which the
Filing Entities move immediately upon such filing for a confirmation hearing in respect of the Plan of Reorganization based upon the receipt, prior to the petition date, of acceptances by each class of claims against and interests in the Filing
Entities under the Plan of Reorganization sufficient to satisfy the requirements of the Bankruptcy Code including, without limitation, Sections 1126, 1129(a) and 524(g)(2)(B)(ii)(IV)(bb). 
  
 “Other Taxes” means any and all present or future recording, stamp, documentary, excise, transfer, sales,
property or similar taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document. 
  
 “Participant” has the meaning assigned to such term in
Section 10.04. 
  
 “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. 
  
 “Permitted Encumbrances” means: 
  
 (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04; 
  
 (b) carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Section 5.04; 
  
 (c) pledges and deposits made in the ordinary course of business in
compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; 
  
 (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business; 
  
 (e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and 
  
 (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary; 

  

 17 







 
provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness. 
  
 “Person” means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
  
 “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Tax Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA. 
  
 “Plan of Reorganization” means
a plan of reorganization in respect of the Filing Entities proposed under Chapter 11 of the Bankruptcy Code in the Chapter 11 Cases. 
  
 “Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 
  
 “Qualified Affiliate” has the meaning assigned to such term in Section 10.04. 
  
 “Qualified Revised Settlement” means the effective
settlement of the Asbestos-Related Claims of the Filing Entities and the Asbestos-Related Claims against each and every Crane Entity arising from, or related to, assets owned by any Filing Entity by one or more master settlement agreements by all
relevant parties, or the inclusion in a plan of reorganization of equivalent provisions, in each case, in form and substance reasonably satisfactory to the Administrative Agent, with an aggregate cost (inclusive of related fees and expenses) not to
exceed $650,000,000 (which shall be determined by including the aggregate principal amount of any issued promissory notes and the value of any stock or other non-cash deliveries). 
  
 “Quarterly Installment Amount” means, on any Quarterly Payment Date, (a) the aggregate amount of Term Loans
outstanding at such time divided by (b) the number of Quarterly Payment Dates remaining at such time plus one. 
  
 “Quarterly Payment Date” means the first Business Day of January, April, July and October in each year, the first of which shall be the
second such day to occur after the first Term Loan is made pursuant to Section 2.01(a). 
  
 “Register” has the meaning set forth in Section 10.04. 
  
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates. 
  
 “Required Lenders” means, at any time, the holders of at least 51% of the sum of (a) the aggregate unpaid principal amount of the Term Loans then outstanding and the Available Term Commitments (if
any) then in effect and (b) the sum of the total Revolving Credit 

  

 18 







 
Exposures and unused Revolving Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article
VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, the outstanding Competitive Loans of the Lenders shall be included in their respective Revolving Credit Exposures in
determining the Required Lenders. 
  
 “Restructuring
Agreement” means the Restructuring Agreement, effective as of October 21, 2004, made by and between the Company and MCC. 
  
 “Revolving Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section
2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $300,000,000. 
  
 “Revolving Commitment Period” means the period from and
including the Effective Date to but excluding the earlier of the Revolving Termination Date and the date of termination of the Revolving Commitments. 
  
 “Revolving Credit Exposure” means, with respect to any Lender at any time, the outstanding principal amount of such Lender’s
Revolving Loans and its LC Exposure. 
  
 “Revolving
Lender” means each Lender that has a Revolving Commitment or that holds Revolving Loans. 
  
 “Revolving Loan” has the meaning assigned to such term in Section 2.01(b). 
  
 “Revolving Percentage” means, with respect to any Lender, the percentage of the total Revolving Commitments
represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Revolving Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any
assignments. 
  
 “Revolving Termination Date”
means January 21, 2010. 
  
 “S&P” means
Standard & Poor’s. 
  
 “SEC” means the
Securities and Exchange Commission or any Governmental Authority succeeding to any or all of its functions. 
  
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the 

  

 19 







 
Administrative Agent is subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal time deposits in dollars of over $100,000 with
maturities approximately equal to three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
  
 “subsidiary” means, with respect to any Person (the
“parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements
if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held. 
  
 “Subsidiary” means any subsidiary of the Company.

  
 “Synthetic Lease” means any synthetic lease,
tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

  
 “Tax Code” means the Internal Revenue Code of
1986, as amended from time to time. 
  
 “Taxes”
means any and all present or future taxes (of any nature whatsoever), levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. 
  
 “Term Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the
Borrowers in a principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 2.01. The original aggregate amount of the Term Commitments is $150,000,000. 
  
 “Term Commitment Period” means the period from and including
the Effective Date to the Delayed Draw Expiry Date. 
  
 “Term Lender” means each Lender that has a Term Commitment or that holds a Term Loan. 
  
 “Term Loan” has the meaning assigned to such term in Section 2.01(a). 
  
 “Term Loan Maturity Date” means January 21, 2010. 
  

 20 







 “Term Percentage” means, as to any Term Lender at any time, the percentage of the
aggregate Term Commitments represented by such Lender’s Term Commitment (or, at any time after the Effective Date, the percentage of the aggregate principal amount of the Term Loans then outstanding plus the aggregate amount of the Available
Term Commitments then in effect represented by the aggregate principal amount of such Lender’s Term Loans then outstanding plus such Lender’s Available Term Commitment then in effect). 
  
 “Three-Month Secondary CD Rate” means, for any day, the
secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such rate is not so reported on such day or such next
preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day is not
a Business Day, on the next preceding Business Day) by the Administrative Agent from three negotiable certificate of deposit dealers of recognized standing selected by it. 
  
 “Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 
  
 “Trusts” means any trust or trusts established to fund the Qualified Revised Settlement and the Asbestos Trust. 
  
 “Type”, when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate. 
  
 “Wholly-Owned Subsidiary” means a
Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company and/or one or more Wholly-Owned Subsidiaries. 
  

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
  
 SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a
“Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
“Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”). 
  
 SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any 

  

 21 







 
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of
or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights. 
  
 SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time;
provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith. 
  
 ARTICLE II 
  
 The Credits 
  
 SECTION 2.01. Commitments. (a) Term Commitments. Subject to the
terms and conditions set forth herein, each Term Lender severally agrees to make a term loan (a “Term Loan”) on the date of each of up to four drawings to the Company during the Term Commitment Period in an amount not to exceed the
Available Term Commitment of such Lender on such date. Notwithstanding the foregoing, the Company may request, in a written notice provided to the Administrative Agent not less than 30 days prior to December 31, 2005, that the Delayed Draw Expiry
Date be extended until June 30, 2006. The Administrative Agent shall promptly notify each Term Lender of any such request. The Delayed Draw Expiry Date shall be extended until June 30, 2006 only if (i) the Majority Facility Lenders under the Term
Facility consent to such extension in writing and (ii) no Default or Event of Default has occurred or is continuing at the time of such request or on December 31, 2005. 
  
 (b) Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender agrees
to make Revolving Loans (each, a “Revolving Loan”) to any Borrower from time to time during the Revolving Commitment Period in an aggregate principal 

  

 22 







 
amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may
borrow, prepay and reborrow Revolving Loans. 
  
 SECTION 2.02.
Loans and Borrowings. (a) Each Term Loan shall be made in dollars as part of a Borrowing consisting of Term Loans made by the Term Lenders ratably in accordance with their respective Term Commitments. Each Revolving Loan shall be made in
dollars as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders ratably in accordance with their respective Revolving Commitments. Each Competitive Loan shall be made in dollars in accordance with the procedures set forth
in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender
shall be responsible for any other Lender’s failure to make Loans as required. 
  
 (b) Subject to Section 2.13, (i) each Term Borrowing and each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar
Loans as the applicable Borrower may request in accordance herewith, and (ii) each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the applicable Borrower may request in accordance herewith. Each Lender
at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan
in accordance with the terms of this Agreement. 
  
 (c) At the commencement of each Interest Period for any Term Borrowing or Revolving Borrowing comprised of Eurodollar Loans, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. At the time that each Borrowing of ABR Loans is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Competitive Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten
Eurodollar Revolving Borrowings outstanding. 
  
 (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Term Loan
Maturity Date or Revolving Termination Date, as the case may be. 
  
 SECTION 2.03. Requests for Borrowings. To request a Term Borrowing or Revolving Borrowing, a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00
a.m., New York City time, three 

  

 23 







 
Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time on the date of
the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile transmission to the Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 
  
 (i) the aggregate amount of the requested Borrowing; 
  
 (ii) the date of such Borrowing, which shall be a Business
Day; 
  
 (iii) whether such Borrowing is to be a
Term Borrowing or a Revolving Borrowing; 
  
 (iv)
whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 
  
 (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and 
  
 (vi) the location and number of the applicable
Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. 
  
 If no election as to the Type of Term or Revolving Borrowing is specified, then the requested Term or Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 
  
 SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time
during the Revolving Commitment Period a Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Revolving Commitments. To request Competitive Bids, a Borrower shall notify the Administrative Agent of such request by telephone, in the
case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that a Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date
of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto 

  

 24 







 
rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or facsimile transmission to the Administrative Agent of
a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

  
 (i) the aggregate amount of the requested
Borrowing; 
  
 (ii) the date of such Borrowing,
which shall be a Business Day; 
  
 (iii) whether
such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; 
  
 (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and 
  
 (v) the location and number of the applicable
Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. 
  
 Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by
facsimile transmission, inviting the Lenders to submit Competitive Bids. 
  
 (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form
approved by the Administrative Agent and must be received by the Administrative Agent by facsimile transmission, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed
date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved
by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a
minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the applicable Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii)
the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each
such Loan and the last day thereof. 
  
 (c) The
Administrative Agent shall promptly notify the applicable Borrower by facsimile transmission of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive
Bid. 
  
 (d) Subject only to the provisions of
this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The applicable Borrower shall notify the 

  

 25 







 
Administrative Agent by telephone, confirmed by facsimile transmission in a form approved by the Administrative Agent, whether and to what extent it has
decided to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed
Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided that (i) the failure of the applicable Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the applicable Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by the applicable Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the applicable
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive
Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided
further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro
rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by the applicable Borrower.
A notice given by a Borrower pursuant to this paragraph shall be irrevocable. 
  
 (e) The Administrative Agent shall promptly notify each bidding Lender by facsimile transmission whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and
each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. 
  
 (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it
shall submit such Competitive Bid directly to a Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this
Section. 
  
 SECTION 2.05. Funding of Borrowings. (a) Each
Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of such Borrower maintained with the Administrative
Agent in New York City and designated by such Borrower in the applicable Borrowing Request or Competitive Bid Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e)
shall be remitted by the Administrative Agent to the Issuing Bank. 
  

 26 







 (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the
date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and the rate reasonably determined by
the Administrative Agent to be the cost to it of funding such amount or (ii) in the case of a Borrower, the interest rate applicable to the subject Loan. If any such amount required to be paid by any Lender is not in fact made available to the
Administrative Agent within three Business Days following the date upon which such Lender receives notice from the Administrative Agent, the Administrative Agent shall be entitled to recover from such Lender, on demand, such amount with interest
thereon calculated from such due date at the rate set forth in the preceding sentence plus 2%. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then such amount (exclusive of interest paid by such Lender to the
Administrative Agent under this Section 2.05(b)) shall constitute such Lender’s Loan included in such Borrowing. 
  
 SECTION 2.06. Letters of Credit. 
  
 (a) General. Subject to the terms and conditions set forth herein, each Borrower may request the issuance of Letters of Credit in
dollars or another currency acceptable to the Issuing Bank for its own account or for the account of a Subsidiary that is not a Filing Entity in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time
to time during the Revolving Commitment Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower
to, or entered into by a Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. 
  
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or facsimile transmission (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the
Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed
or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also
shall submit a letter of credit application on the Issuing Bank’s standard form in connection with 

  

 27 







 
any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $50,000,000 and (ii) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the total Revolving Commitments. The Issuing Bank shall advise the Administrative Agent of the issuance, amendment or expiration of any
Letter of Credit and of any payment thereunder and shall calculate the Dollar Equivalent of each outstanding Letter of Credit denominated in an currency other than dollars as of the end of each calendar month. 
  
 (c) Expiration Date. Each Letter of Credit shall
expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the
date that is five Business Days prior to the Revolving Termination Date. 
  
 (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Revolving Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Revolving Percentage of each
LC Disbursement made by the Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason
(it being understood that, in the case of any such payment to be made in respect of any draft under a Letter of Credit denominated in any currency other than dollars, such payment shall be made in dollars in an amount equal to the Dollar Equivalent
of such Lender’s Revolving Percentage of such LC Disbursement on the date two Business Days after the Issuing Bank converts such LC Disbursement to dollars in accordance with Section 2.06(e)). Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 
  
 (e) Reimbursement. If the Issuing Bank shall make any
LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in dollars an amount equal to such LC Disbursement (or, if such amount is denominated in a currency
other than dollars, the Dollar Equivalent of such LC Disbursement as of the date on which the Issuing Bank has converted such amount to dollars, as the Issuing Bank shall advise the Company and the Revolving Lenders) not later than 2:00 p.m., New
York City time, on the date that such LC Disbursement is made, if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Borrower prior
to such time on such date, 

  

 28 







 
then not later than 2:00 p.m., New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00
a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that such
Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, such Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Revolving Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Revolving Percentage of
the payment then due from such Borrower, in the same manner as provided in Section 2.05 with respect to Revolving Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the
applicable Borrower of its obligation to reimburse such LC Disbursement. 
  
 (f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit
against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related
Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in
the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the
applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by 

  

 29 







 
applicable law) suffered by such Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of
competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
  
 (g) Disbursement Procedures. The Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed
by facsimile transmission) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement. 
  
 (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such
LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.12(d) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the
account of such Lender to the extent of such payment. 
  
 (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(c).
From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement 

  

 30 








	 	 
with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.



  
 (j) Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that a Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders
with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure attributable to any Letters of Credit issued for its account as of such date plus any accrued and unpaid interest thereon; provided that the obligation to
deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower
described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made upon the request of the applicable Borrower and at the
applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse
the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the LC Exposure attributable to any
Letters of Credit issued for its account at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the Borrowers under this Agreement. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid), together
with interest or profits, if any, earned upon the investment of such amount, shall be returned to such Borrower within three Business Days after all Events of Default have been cured or waived. 
  
 (k) Letters of Credit Issued for Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary, the Borrower which requested the issuance of such Letter of Credit shall be obligated to reimburse the Issuing Lender hereunder
for any and all drawings under such Letter of Credit. 
  
 SECTION
2.07. Interest Elections. (a) Each Term or Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. A
Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans 

  

 31 







 
comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Competitive Borrowings, which may not be converted or
continued. 
  
 (b) To make an election pursuant
to this Section, a Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile transmission to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and signed by the applicable Borrower. 
  
 (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

  
 (i) the Borrowing to which such Interest
Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses
(iii) and (iv) below shall be specified for each resulting Borrowing); 
  
 (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; 
  
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 
  
 (iv) if the resulting Borrowing is a Eurodollar Borrowing,
the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 
  
 If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be
deemed to have selected an Interest Period of one month’s duration. 
  
 (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 
  
 (e) If the applicable Borrower fails to deliver a timely
Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Facility Lenders in respect of such Facility, so
notifies the applicable Borrower, then, so long as an Event of Default is continuing (i) no outstanding Term or Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
  

 32 







 SECTION 2.08. Termination and Reduction of Commitments. (a) Unless previously terminated, the
Revolving Commitments shall terminate on the Revolving Termination Date. 
  
 (b) The Company may at any time terminate, or from time to time reduce, the Revolving Commitments or the Term Commitments; provided that (i) each reduction of the Revolving Commitments or the Term Commitments,
as the case may be, shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 with respect to the relevant Facility and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after giving
effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments.

  
 (c) The Company (on behalf of itself and the
Borrowing Subsidiaries) shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders or the Term Lenders, as applicable, of the contents thereof. Each notice delivered by the
Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments or the Term Commitments delivered by the Company (on behalf of itself and the Borrowing Subsidiaries) may state that
such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Revolving Commitments or the Term Commitments, as the case may be, shall be made ratably among the Revolving Lenders in accordance with their
respective Revolving Commitments or the Term Lenders in accordance with their respective Term Commitments, as applicable. 
  
 SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) On each Quarterly Payment Date, each Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Term Lender, an amount equal to such Lender’s Term Percentage multiplied by the Quarterly Installment Amount on such Quarterly Payment Date. 
  
 (b) Each Borrower hereby unconditionally promises to pay (i)
to the Administrative Agent for the account of each Term Lender the then unpaid principal amount of each Term Loan on the Term Loan Maturity Date, (ii) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal
amount of each Revolving Loan on the Revolving Termination Date and (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such
Loan. 
  
 (c) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the indebtedness of the applicable Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder. 
  

 33 







 (d) The Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
  
 (e) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be primafacie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any
Borrower to repay the Loans in accordance with the terms of this Agreement. 
  
 (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

  
 SECTION 2.10. Prepayment of Loans. (a) The Borrowers
shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided that a Borrower shall not have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof. The Borrowers shall make a prepayment of the Revolving Loans in accordance with paragraph (b) of this Section or take other action promptly following any notice to it by the
Administrative Agent that the aggregate Revolving Credit Exposure of the Revolving Lenders exceeds the total Revolving Commitments of the Revolving Lenders then in effect so that after giving effect to such prepayment or other action there is no
such excess. 
  
 (b) The applicable Borrower
shall notify the Administrative Agent by telephone (confirmed by facsimile transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before
the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice
of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Term or Revolving Borrowing, the Administrative Agent shall advise the Term Lenders or
Revolving Lenders, as the case may be, of the contents thereof. Each partial prepayment of any Term or Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Term or Revolving Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Term or Revolving Borrowing shall be applied as directed 

  

 34 







 
by the Borrower. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12. 
  
 SECTION 2.11. Fees. (a) The Company (on behalf of itself and the
Borrowing Subsidiaries) agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or
unused) during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment
terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender
ceases to have any Revolving Credit Exposure. Accrued facility fees pursuant to this Section 2.11(a) shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments
terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees pursuant to this
Section 2.11(a) shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
  
 (b) The Company (on behalf of itself and the Borrowing Subsidiaries) agrees to pay to the Administrative
Agent for the account of each Lender a utilization fee equal to the Applicable Rate for each day (an “Excess Utilization Day”) on which the sum of the total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans exceeds 50% of the aggregate Revolving Commitments, which fee shall accrue on the daily amount of the Revolving Credit Exposure plus the aggregate principal amount of outstanding Competitive Loans of such Lender for
each Excess Utilization Day during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or
outstanding Competitive Loans after its Revolving Commitment terminates, then such utilization fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure plus the aggregate principal amount of such Lender’s
outstanding Competitive Loans for each Excess Utilization Day from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or outstanding
Competitive Loans. Accrued utilization fees, if any, shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to
occur after the date hereof; provided that any utilization fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All utilization fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
  
 (c) The Company (on behalf of itself and the Borrowing Subsidiaries) agrees to pay (i) to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of
such Lender’s LC Exposure (excluding any portion thereof 

  

 35 







 
attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such
Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which
there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and
fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). 
  
 (d) The Company (on behalf of itself and the Borrowing Subsidiaries) agrees to pay to the Administrative Agent for the account of each Term Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the
Available Term Commitment of such Lender during the period from and including the date hereof to but excluding the Delayed Draw Expiry Date. Accrued facility fees pursuant to this Section 2.11(c) shall be payable in arrears on the last day of March,
June, September and December of each year until the Delayed Draw Expiry Date and on the Delayed Draw Expiry Date. All facility fees pursuant to this Section 2.11(c) shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). 
  
 (e) The Company (on behalf of itself and the Borrowing Subsidiaries) agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. 
  
 (f) The Company (on behalf of itself and the Borrowing Subsidiaries) agrees to pay on the Effective Date to the Administrative Agent, for
the account of each Lender, an underwriting fee equal to the amount separately agreed upon between the Company and such Lender. 
  
 (g) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the
Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees, participation fees, underwriting fees and utilization fees, to the Lenders. Fees paid shall not be refundable under any circumstances. 
  

 36 







 SECTION 2.12. Interest. 
  
 (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the
Applicable Rate. 
  
 (b) The Loans comprising
each Eurodollar Borrowing shall bear interest (i) in the case of a Eurodollar Term Loan or Eurodollar Revolving Loan, at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, or (ii) in the case of a
Eurodollar Competitive Loan, at the LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin applicable to such Loan. 
  
 (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan. 
  
 (d) Notwithstanding the foregoing, immediately upon the
occurrence of an Event of Default under Article VII(a), (b), (h), (i) or (j), and in all other cases at the option of the Required Lenders which may be exercised following the occurrence of any other Event of Default, the principal of the Loans
(and, to the extent permitted by law, overdue interest, fees and other amounts) shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section. 
  
 (e) Accrued interest on each Loan
shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Commitment Period), accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Term Loan or Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion. 
  
 (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the
basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent demonstrable error. 
  
 SECTION 2.13. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: 
  
 (a) the Administrative Agent determines (which determination
shall be conclusive absent demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 
  
 (b) the Administrative Agent is advised by the Majority
Facility Lenders in respect of the relevant Facility (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for 

  

 37 







 
such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for such Interest Period; 
  
 then the Administrative Agent
shall give notice thereof to the Company (on behalf of itself and the Borrowing Subsidiaries) and the Lenders by telephone or facsimile transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Company (on
behalf of itself and the Borrowing Subsidiaries) and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Term or Revolving Borrowing to, or continuation
of any Term or Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurodollar Term Borrowing or Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any
request by a Borrower for a Eurodollar Competitive Borrowing shall be ineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by a Borrower for Eurodollar Competitive
Borrowings may be made to Lenders that are not affected thereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. 
  
 SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

  
 (i) impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or 

 
 (ii) impose on any Lender or the Issuing Bank or the
London interbank market any other condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein; 
  
 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Fixed
Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable
by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 
  
 (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay to such 

  

 38 







 
Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or
the Issuing Bank’s holding company for any such reduction suffered. 
  
 (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Company (on behalf of itself and the Borrowing Subsidiaries) and shall be conclusive absent demonstrable error. The applicable Borrower shall pay such Lender or the Issuing Bank, as the case may be,
the amount shown as due on any such certificate within 10 days after receipt thereof. 
  
 (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that none of the Borrowers shall be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company (on behalf of itself and the Borrowing Subsidiaries) of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Bank ‘s intention to claim compensation therefor; providedfurther that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day
period referred to above shall be extended to include the period of retroactive effect thereof. 
  
 (e) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in
respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made. 
  
 (f) In addition to any other indemnification or other
“gross-up” provisions contained herein, if any law, or any governmental or quasi-governmental rule, regulation, policy, guideline, or directive of any jurisdiction outside of the United States, imposes or deems applicable, as a result of a
non-U.S. domiciled Borrower receiving an extension of credit hereunder, any reserve, asset, liquidity, cash margin, assessment or other charge or out-of-pocket cost or other requirement on any Lender that has extended credit to such Borrower and the
result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Loan or to reduce the return received by such Lender in connection with any such Loan, then, to the extent that such Lender is not otherwise
indemnified hereunder for same, such Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased costs or reduction in the amount received. A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lenders setting forth in reasonable detail the basis for such amount and the allocation to the applicable Borrower shall be delivered to the Company (on behalf of itself and the Borrowing Subsidiaries) which
shall be conclusive absent manifest error. 
  
 SECTION 2.15.
Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest 

  

 39 







 
Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term Loan or Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section
2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.
Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not
occurred, at the Adjusted LIBO Rate (or the Fixed Rate, if applicable) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market (or, with respect to Fixed Rate Loans, from other participants in the relevant market with
respect to which the Fixed Rate was determined). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Company (on behalf of itself and the
Borrowing Subsidiaries) and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 
  
 SECTION 2.16. Taxes. (a) Any and all payments by or on account of any
obligation of any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent,
Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law. 
  
 (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
  
 (c) The applicable Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of
any obligation of such Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified 

  

 40 







 
Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on
account of any obligation of such Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company (on
behalf of itself and the Borrowing Subsidiaries) by a Lender or the Issuing Bank or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent demonstrable error. 
  
 (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
  
 (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a
Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall, assuming reasonable prior written notification by the applicable Borrower to such Lender of the existence of such law or
treaty, deliver to the Company (on behalf of itself and the Borrowing Subsidiaries) (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Company (on behalf of itself and the Borrowing Subsidiaries) as will permit such payments to be made without withholding or at a reduced rate. 
  
 SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to 2:00
p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 1111 Fannin St., 10th Floor, Houston, Texas, except payments to be made directly to the
Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for
the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. 
  
 (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully
all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties 

  

 41 







 
entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 
  
 (c) If any Lender shall, by exercising any right of set-off
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans, Revolving Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Term Loans, Revolving Loans or participations in LC Disbursements, as applicable, and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Term Loans, Revolving Loans or participations in LC Disbursements, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans or Revolving Loans, as applicable; provided that (i) if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made
by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to
any assignee or participant, other than to such Borrower or any subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of such Borrower in the amount of such participation. 
  
 (d) Unless the Administrative Agent shall have received notice from the Company (on behalf of itself and the Borrowing Subsidiaries) prior to the date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank hereunder that the applicable Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount. If any such amount required to be paid by any Lender
is not in fact made available to the Administrative Agent within three Business Days following the date upon which such Lender receives notice from the Administrative Agent, the Administrative Agent shall be entitled to recover from such Lender, on
demand, such amount with interest thereon calculated from such due date at the rate set forth in the preceding sentence plus 2%. 
  

 42 







 (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(b) or 2.17(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such
Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
  
 SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company (on behalf of itself and the Borrowing
Subsidiaries) hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
  
 (b) If any Lender requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender defaults in its obligation to fund Loans hereunder, then the Company (on behalf of itself and the Borrowing Subsidiaries) may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the
Company (on behalf of itself and the Borrowing Subsidiaries) shall have received the prior written consent of the Administrative Agent which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal
to the outstanding principal of its Loans and participations in LC Disbursements (other than Competitive Loans) accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant
to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company (on behalf of itself and the Borrowing Subsidiaries) to require such assignment and delegation cease to apply. 
  
 SECTION 2.19. Borrowing Subsidiaries. On or after the date hereof, the Company may designate, with written notice to the Lenders not less than five
Business Days (or, in the case of a non-U.S. domiciled Subsidiary, not less than ten Business Days) prior to the date of such designation and with the consent of the Administrative Agent, certain Subsidiaries as a Borrowing Subsidiary by delivery to
the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, and upon such delivery such 

  

 43 







 
Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. The Company may cause any Borrowing Subsidiary
to cease to be a party to this Agreement by executing and delivering to the Administrative Agent a termination agreement satisfactory to the Administrative Agent, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary and a party to this
Agreement. Notwithstanding the foregoing, no such termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan made directly to such Borrowing Subsidiary, or any Letter of Credit or
obligation to reimburse LC Disbursements of such Borrowing Subsidiary, shall be outstanding hereunder. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall send a copy thereof to each Lender.
Notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it is no longer a Wholly-Owned Subsidiary of the Company so long as the Company shall not have executed and delivered to
the Administrative Agent a termination agreement and the Guarantee pursuant to Article IX is still in full force and effect with respect to such Borrowing Subsidiary. 
  
 ARTICLE III 
  
 Representations and Warranties 
  
 The Company represents and warrants to the Lenders that: 
  
 SECTION 3.01. Organization; Powers. Each of the Company and the Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 
  
 SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Borrower are within such Borrower’s corporate,
partnership or limited liability company powers and have been duly authorized by all necessary corporate, partnership or limited liability company and, if required, stockholder, partner or member action. Each Loan Document to which a Borrower is a
party has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
  
 SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Company or any Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any Borrowing Subsidiary
or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any Borrowing 

  

 44 







 
Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any Borrowing Subsidiary. 
  
 SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2001, December 31, 2002 and December 31, 2003, reported
on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2004, certified on behalf of the Company by a Financial Officer. Such financial
statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. 
  
 (b) Since September 30, 2004, other than as described in the Company’s filing with the SEC on Form 8-K dated October 21, 2004, there
has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Company and the Subsidiaries, taken as a whole. 
  
 SECTION 3.05. Properties. (a) Each of the Company and the Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business, except for minor defects in title, easements, rights of way and other matters that do not interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes. 
  
 (b) Each of the Company and the Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and, to the knowledge of the Company, the use thereof by
the Company and the Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
  
 SECTION 3.06. Litigation and Environmental Matters. (a) Except as set
forth on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary (i) which
could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions. 
  
 (b) Except as set forth on Schedule 3.06 and except with respect to any other matters that, individually or
in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other
approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

  

 45 







 (c) Since the date of this Agreement, there has been no change in the status of the
matters set forth on Schedule 3.06 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. 
  
 SECTION 3.07. Compliance with Laws and Agreements. Each of the Company and the Subsidiaries is in compliance with all
laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. 
  
 SECTION 3.08. Investment and Holding Company Status. Neither the Company nor any Subsidiary is (a) an “investment company” as defined in,
or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” or a “subsidiary company” of a “holding company” as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935. 
  
 SECTION 3.09. Taxes. Each of the
Company and the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material
Adverse Effect. 
  
 SECTION 3.10. ERISA. No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by
more than $40,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $40,000,000 the fair market value of the assets of all such underfunded Plans. 
  
 SECTION 3.11. Disclosure. The Company has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Company to the Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the 

  

 46 







 
Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 
  
 ARTICLE IV 
  
 Conditions 
  
 SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.02): 
  
 (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed
on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 
  
 (b) The Administrative Agent shall have received (i) a
favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Kirkland & Ellis LLP, counsel for the Borrowers, substantially in the form of Exhibit B1 and (ii) a favorable written opinion
(addressed to the Administrative Agent and the Lenders dated the Effective Date) of Augustus I. duPont, general counsel for the Borrowers, substantially in the form of Exhibit B2, and covering such other matters relating to the Borrowers, the Loan
Documents or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion. 
  
 (c) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date, substantially in the form
of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, (ii) a long
form good standing certificate for each Loan Party from its jurisdiction of organization and (iii) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of the
Transactions and any other legal matters relating to the Borrowers, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. 
  
 (d) The Administrative Agent shall have received a
certificate, dated the Effective Date and signed on behalf of the Company by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

  

 47 







 (e) The Administrative Agent shall be satisfied with its due diligence investigation of
the Company and its Subsidiaries with respect to environmental matters, including, without limitation, discussions with the Company’s management. 
  
 (f) The Administrative Agent shall have received evidence of the cancellation and termination of the Existing Credit Agreement and the
repayment of all Indebtedness outstanding thereunder. 
  
 (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Company hereunder. 
  
 The Administrative Agent shall
notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or prior to 5:00 p.m., New York City time, on January 21, 2005 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time). 
  
 SECTION 4.02.
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

  
 (a) The representations and warranties set
forth in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. 
  
 (b) At the time of and immediately after giving effect to
such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. 
  
 (c) All legal and regulatory matters incident to the making of such Borrowing shall be satisfactory to the
Administrative Agent and its counsel. 
  
 Each Borrowing and each issuance,
amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Company and the applicable Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this
Section. 
  
 SECTION 4.03. Each Term Loan Borrowing. In
addition to the conditions set forth in Section 4.02, the obligation of each Term Lender to make a Term Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: 
  
 (a) The Qualified Revised Settlement shall have become
effective. 
  
 (b) An order of the Bankruptcy
Court, in form and substance reasonably satisfactory to the Administrative Agent, confirming the Plan of Reorganization in the Chapter 11 Cases in form and substance reasonably satisfactory to the Administrative Agent and providing for the
Channeling Injunction, shall have been entered and become final and non-appealable. 
  

 48 







 (c) An order of the District Court affirming the order of the Bankruptcy Court referred
to in Section 4.03(b) shall have been entered and become final and non-appealable. 
  
 (d) All other conditions to each of the Qualified Revised Settlement, the Plan of Reorganization and the Channeling Injunction becoming
effective shall have been met, and continue to be met, and the Plan of Reorganization and the Channeling Injunction shall each have become effective under each of its terms. 
  
 (e) Each Trust shall have been established, remain in existence, and the trustees required for each such
Trust shall have been appointed. 
  
 Each Term Loan Borrowing shall be deemed to
constitute a representation and warranty by the Company and the applicable Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c), (d) and (e) of this Section. 
  
 SECTION 4.04. Each Borrowing Subsidiary Credit Event. The obligation
of each Lender to make Loans, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, hereunder to any Borrowing Subsidiary is subject to the satisfaction of the following additional conditions: 
  
 (a) The Administrative Agent (or its counsel) shall have
received from such Borrowing Subsidiary either (i) a counterpart of a Borrowing Subsidiary Agreement signed on behalf of such Borrowing Subsidiary or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile
transmission of a signed signature page thereof) that such Borrowing Subsidiary has signed a counterpart of such Borrowing Subsidiary Agreement. 
  
 (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders) of
counsel for such Borrowing Subsidiary (which counsel shall be reasonably acceptable to the Administrative Agent), substantially in the form of Exhibit C, and covering such other matters relating to such Borrowing Subsidiary, the Loan Documents or
the Transactions as the Required Lenders shall reasonably request. 
  
 (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such
Borrowing Subsidiary, the authorization of the Transactions and any other legal matters relating to such Borrowing Subsidiary, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and
its counsel. 
  

 49 







 ARTICLE V 
  
 Affirmative Covenants 
  
 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the Lenders that: 
  
 SECTION 5.01. Financial Statements and Other Information. The Company will furnish to the Administrative Agent and
each Lender: 
  
 (a) within 90 days after the end
of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied; 
  
 (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash
flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified on behalf of the Company by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; 
  

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate on behalf of the Company
executed by a Financial Officer of the Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth
reasonably detailed calculations demonstrating compliance with Sections 6.07 and 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section
3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; 
  
 (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on
such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

  
 (e) promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements, registration statements and other materials filed by the Company or any Subsidiary with the SEC or with any national securities exchange, or distributed by the Company to its
shareholders generally, as the case may be; and 
  

 50 







 (f) promptly following any request therefor, such other information regarding the
operations, business affairs, and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. 
  
 SECTION 5.02. Notices of Material Events. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following: 
  
 (a) the occurrence of any Default; 
  
 (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or
affecting the Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; 
  
 (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Company and the Subsidiaries in an aggregate amount exceeding $10,000,000; and 
  
 (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
  
 Each notice delivered under this Section shall be accompanied by a statement of a Financial
Officer or other executive officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 
  
 SECTION 5.03. Existence; Conduct of Business. The Company will, and
will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its
business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03. 
  
 SECTION 5.04. Payment of Obligations. The Company will, and will cause each of the Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such
Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. 
  
 SECTION 5.05. Maintenance of Properties; Insurance. The Company will,
and will cause each of the Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted and in accordance with past practices, except where the
Company or Subsidiary determines in its reasonable judgment that such continued maintenance is no longer economically justified, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such
risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. 
  

 51 







 SECTION 5.06. Books and Records; Inspection Rights. The Company will, and will cause each of the
Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Company will, and will cause each of the Subsidiaries to,
permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and
condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. 
  
 SECTION 5.07. Compliance with Laws. The Company will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
  
 SECTION 5.08. Use of Proceeds. The proceeds of the Term Loans shall be
used to finance a portion of the Qualified Revised Settlement and to pay related fees and expenses. The proceeds of the Revolving Loans shall be used to fund the Trusts, for the repayment of Indebtedness, to pay related fees and expenses and for the
working capital needs and general corporate purposes (including Acquisitions) of the Company and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of
the Regulations of the Board, including Regulations T, U and X. 
  
 ARTICLE VI 
  
 Negative Covenants 
  
 Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the Lenders that:

  
 SECTION 6.01. Indebtedness. The Company will not permit
any Subsidiary to create, incur, assume or permit to exist any Indebtedness or to authorize, issue or permit to be outstanding any preferred stock, except: 
  
 (a) Indebtedness created hereunder; 
  
 (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof; 
  
 (c) Indebtedness or preferred stock of any Subsidiary issued to and held by the Company or any Wholly-Owned Subsidiary; 
  
 (d) Indebtedness or preferred stock of any Person that becomes a Subsidiary after the date hereof and extensions, renewals and
replacements of any such Indebtedness or preferred stock that do not increase the outstanding principal amount thereof; provided that such 

  

 52 








	 	 
Indebtedness or preferred stock exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person
becoming a Subsidiary; 


  
 (e)
Indebtedness as an account party in respect of letters of credit, performance bonds, bid bonds, customs bonds, surety bonds and performance guaranties; provided that the aggregate amount available for drawing under all such letters of credit,
performance bonds, bid bonds, customs bonds, surety bonds and performance guaranties (and all reimbursement obligations with respect thereof) permitted by this clause (e) shall not exceed $50,000,000 at any time outstanding; 
  
 (f) other Indebtedness if, after giving effect thereto, the
aggregate principal amount of Indebtedness of all Subsidiaries permitted by this clause (f) shall not exceed $40,000,000 at any time outstanding; and 
  
 (g) Indebtedness pursuant to any promissory notes issued in connection with the Qualified Revised Settlement. 
  
 SECTION 6.02. Liens. The Company will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

  
 (a) Permitted Encumbrances; 
  
 (b) any Lien on any property or asset of the Company or any
Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof so long as the sum of the aggregate amount of such obligations plus the aggregate amount available for drawing
under all letters of credit, performance bonds, bid bonds, customs bonds, surety bonds and performance guaranties (and all reimbursement obligations with respect thereto) secured pursuant to clause (g) below does not exceed, at any time,
$75,000,000; 
  
 (c) any Lien existing on any
property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary;
provided that (i) such Lien secures Indebtedness not prohibited by Section 6.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such
Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case
may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 
  
 (d) Liens on fixed or capital assets acquired by the Company or any Subsidiary; provided that (i) such security interests secure
Indebtedness not prohibited by Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior 

  

 53 








	 	 
to or within 90 days after such acquisition, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring such fixed or capital
assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Subsidiary; 


  
 (e) Liens arising in the ordinary course of its business which (i) do not secure Indebtedness or Hedging Obligations and (ii) do not
secure obligations in an amount exceeding $75,000,000 in the aggregate; 
  
 (f) Liens on cash and cash equivalents securing Hedging Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $10,000,000; 
  
 (g) Liens (including cash collateral) securing obligations
(including reimbursement obligations) in respect of letters of credit, performance bonds, bid bonds, customs bonds, surety bonds and performance guaranties provided (i) the aggregate amount available for drawing under all such letters of credit,
performance bonds, bid bonds, customs bonds, surety bonds and performance guaranties (and all reimbursement obligations with respect thereto) does not exceed, at any time, $50,000,000 and (ii) the sum of the amount available for drawing under all
such letters of credit, performance bonds, bid bonds, customs bonds, surety bonds and performance guaranties (and all reimbursement obligations with respect thereto) plus the aggregate amount of Indebtedness secured pursuant to clause (b) above does
not exceed, at any time, $75,000,000; 
  
 (h)
Liens not otherwise permitted by the foregoing clauses of this Section 6.02 securing Indebtedness otherwise permitted hereunder, in an aggregate principal or face amount at any date not to exceed 10% of Consolidated Net Worth; 
  
 (i) Liens on the assets of the Filing Entities in favor of
the Trusts; and 
  
 (j) Liens granted by the
Company on the Capital Stock of MCC owned by the Company in favor of the Trusts; provided, that the amount secured by such Liens shall not exceed $50,000,000. 
  
 SECTION 6.03. Fundamental Changes. (a) The Company will not, and will not permit any Material Subsidiary to, merge
into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets,
or all or substantially all of the Capital Stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any Person (other than the Company) may merge into any Wholly-Owned Subsidiary in a
transaction in which the surviving entity is a Wholly-Owned Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to a Wholly-Owned Subsidiary, and (iv) any Subsidiary other than a Borrowing
Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders. 
  

 54 







 (b) The Company will not, and will not permit any Subsidiary to, engage to any material
extent in any business (including via Acquisition) other than businesses of the type conducted by the Company and the Subsidiaries on the date of execution of this Agreement and businesses reasonably related or ancillary thereto. 
  
 SECTION 6.04. Transactions with Affiliates. The Company will not, and
will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:
(a) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and (b) transactions
between or among the Company and the Wholly-Owned Subsidiaries not involving any other Affiliate. 
  
 SECTION 6.05. Hedging Agreements. The Company will not, and will not permit any Subsidiary to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. 
  
 SECTION 6.06. Borrowing Subsidiaries. The Company will not cease to
own, directly or indirectly, and Control 100% (other than directors’ qualifying shares) of the Capital Stock of any Borrowing Subsidiary. 
  
 SECTION 6.07. Interest Coverage Ratio. The Company will not permit the Interest Coverage Ratio as determined as of the end of each fiscal quarter
of the Company to be less than 3.00 to 1.00. 
  
 SECTION 6.08.
Leverage Ratio. At any and all times, the Company will not permit the Leverage Ratio to exceed 0.65 to 1.00. 
  
 ARTICLE VII 
  
 Events of Default 
  
 If any of the following
events (“Events of Default”) shall occur: 
  
 (a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment thereof or otherwise; 
  
 (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under any Loan Document, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of five days; 
  
 (c) any representation or warranty made or deemed made by or on behalf of the Company or any Material Subsidiary in or in connection with any Loan Document or any 

  

 55 








	 	 
amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in
connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made; 


  
 (d) the Company shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to any Borrower’s existence) or 5.08 or in Article VI; 
  
 (e) the Company or any Material Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in any Loan
Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Company; 
  
 (f) the Company or any Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; 
  

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require
the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness; 
  
 (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part
of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the
Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered;

  
 (i) the Company or any Material Subsidiary
shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; provided, however, that the foregoing shall not apply in respect of the Chapter 11 Cases unless any one or more of those
cases is dismissed or converted into cases under Chapter 7 of the Bankruptcy Code; 
  

 56 







 (j) the Company or any Material Subsidiary shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due; 
  
 (k) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Subsidiary to enforce any
such judgment; 
  
 (l) an ERISA Event shall have
occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability to the Company or any Subsidiary in excess of $10,000,000; or 

 
 (m) the obligations of the Company under Article IX shall
fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any of such obligations, or the Company shall deny that it has any further liability under Article IX or shall give
notice to such effect; or 
  
 (n) a Change in
Control shall occur; or 
  
 (o) at any time when
the Term Commitments are in effect or any Term Loans are outstanding, the Company’s gross asbestos-related reserve (including with respect to related fees and expenses) as reflected or to be reflected on the Company’s balance sheet for any
quarterly period ended on or after December 31, 2004 shall be more than $650,000,000; 
  
 then, and in every such event (other than an event with respect to any Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of
the Required Lenders, shall, by notice to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder (including cash collateralization of all obligations related to Letters of Credit pursuant to Section 2.06(j), whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by each Borrower; and in case of any event with respect to any Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower.

  

 57 







 ARTICLE VIII 
  
 The Administrative Agent 
  
 Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. 
  
 The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of
business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
  
 The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Company or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
  
 The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the


  

 58 







 
Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in
accordance with the advice of any such counsel, accountants or experts. 
  
 The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
  
 Subject to the appointment and acceptance of a successor Administrative Agent
as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company so long
as no Default has occurred and is continuing, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank.
Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company
and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 
  
 Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder
or thereunder. 
  
 The Lenders identified in this Agreement as the
“Syndication Agent” and the “Documentation Agents” shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders. Without limiting the foregoing,
none of the “Syndication Agent” and the “Documentation Agents” shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same 

  

 59 







 
acknowledgements with respect to the “Syndication Agent” and the “Documentation Agents” as it makes with respect to the Administrative
Agent in this Article VIII. 
  
 ARTICLE IX 
  
 Guarantee 
  
 In order to induce the Lenders to extend credit hereunder, the Company hereby absolutely, irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, the timely payment of any and all of the Guaranteed Obligations. The Company further agrees that the due and punctual payment of the Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Guaranteed Obligation. 
  
 The Company waives presentment to, demand of payment from and protest to any
Borrowing Subsidiary of any of the Guaranteed Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by (a) the failure of any Lender
or the Administrative Agent to assert any claim or demand or to enforce or exercise any right or remedy against any Borrowing Subsidiary under the provisions of this Agreement, any Borrowing Subsidiary Agreement, any other Loan Document or otherwise
or (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any Borrowing Subsidiary Agreement, any other Loan Document or any other agreement or the release of any Borrowing Subsidiary. The Company
shall be obligated to keep informed of the financial condition of the Borrowing Subsidiaries; provided that the failure of the Company to keep so informed shall not affect its obligations hereunder. 
  
 The Company further agrees that its agreement under this Article IX
constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not merely of collection, and
waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrowing Subsidiary or any other Person or to any other remedy against any Borrowing
Subsidiary. 
  
 The Company guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any
Lender with respect thereto. This is a present and continuing guaranty of payment and not of collection, and the liability of the Company under this Article IX shall be absolute and unconditional, in accordance with its terms, and shall remain in
full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any lack of validity or enforceability or
any avoidance or voidability of any Guaranteed Obligation, this Agreement, any Borrowing Subsidiary Agreement, any other Loan Document or any other agreement or instrument relating thereto; (b) any change in the time, place or manner 

  

 60 







 
of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from
this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrowing Subsidiaries or otherwise in
accordance with the terms hereof and thereof; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release, or amendment or waiver of, or consent to, or departure from, any other guaranty, for all or any of the
Guaranteed Obligations; (d) any change, restructuring of termination of the structure or existence of any Borrowing Subsidiary; (e) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or
similar proceedings with respect to any Borrowing Subsidiary or the properties or creditors of any of them; (f) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation,
irregularity or other defect in, this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document; (g) any default, failure or delay, willful or otherwise, on the part of any Borrowing Subsidiary to perform or comply with, or the
impossibility or illegality of performance by any Borrowing Subsidiary of, any term of this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document; (h) any suit or other action brought by, or any judgment in favor of, any
beneficiaries or creditors of, any Borrowing Subsidiary for any reasons whatsoever, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any Borrowing Subsidiary
Agreement or any other Loan Document; (i) any lack or limitation of status or of power, incapacity or disability of any Borrowing Subsidiary or any partner, principal, trustee or agent thereof; or (j) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, any Borrowing Subsidiary or a third party guarantor. 
  
 The obligations of the Company under this Article IX shall not be subject to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of the
Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company under this Article IX shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any
Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the
Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company or any Borrowing Subsidiary as a matter of law or equity.

  
 None of the Lenders nor the Administrative Agent nor any
Person acting for or on behalf of the Lenders or the Administrative Agent shall have any obligation to marshal any assets in favor of the Company or against or in payment of any or all of the Guaranteed Obligations. The Company further agrees that
its obligations under this Article IX shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative
Agent or any Lender upon the bankruptcy or reorganization of any Borrowing Subsidiary or otherwise. 
  

 61 







 In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent
or any Lender may have at law or in equity against the Company by virtue of this Article IX, upon the failure of any Borrowing Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Guaranteed Obligation. 
  
 Upon payment by the Company of any sums as provided above, all rights of the
Company against any Borrowing Subsidiary arising as a result thereof by way of right of subrogation, contribution, indemnity or otherwise shall in all respects by subordinated and junior in right of payment to the prior indefeasible payment in full
in cash of all the Guaranteed Obligations owed by such Borrowing Subsidiary to the Lenders and the Company shall not exercise any such rights until such payment in full and the Commitments are terminated. 
  
 The Guarantee of the Company under this Article IX is a continuing guarantee
and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. 
  
 ARTICLE X 
  
 Miscellaneous 
  
 SECTION 10.01. Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission, as follows: 
  
 (a) if to any Borrower, to it care of the Company (on its behalf and behalf of the Borrowing Subsidiaries) at Crane Co., 100 First
Stamford Place, Stamford, CT 06902, Attention: Treasurer (Facsimile No. (203) 363-7223) with a copy to General Counsel (Facsimile No. (203) 363-7350); 
  
 (b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin St., 10th Floor, Houston,
Texas 77002, Attention: Debbie Meche (Facsimile No. (713) 750-2938), with a copy to JPMorgan Chase Bank, N.A., Two Corporate Drive, Shelton, Connecticut 06484, Attention: Scott Farquhar (Facsimile No. (203) 944-8495); and 
  
 (c) if to any other Lender, to it at its address (or
facsimile number) set forth in its Administrative Questionnaire. 
  
 Any party
hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of receipt. 
  

 62 







 SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, the
Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of such Default at the time. 
  
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Company, each Borrowing Subsidiary (but only to the extent such waiver, amendment or modification relates to such Borrowing Subsidiary) and the Required Lenders or by the Company, each Borrowing Subsidiary (but only to
the extent such waiver, amendment or modification relates to such Borrowing Subsidiary) and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment (except any such postponement resulting from an extension of the Delayed Draw Expiry Date pursuant to Section 2.01(a)), without the written consent of each Lender affected thereby, (iv) release or limit the liability of
any Borrower in respect of any of its obligations to pay principal, interest, fees or other amounts under any Loan Document, without the written consent of each Lender affected thereby, (v) release the Company from its Guarantee under Article IX, or
limit its liability in respect of such Guarantee, without the written consent of each Lender, (vi) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each
Lender, (vii) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility, or (viii) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the
Administrative Agent or the Issuing Bank, as the case may be; provided further that no such agreement shall require the consent of each Lender if this Agreement is amended to provide for the issuance of letters of credit so long as the
Commitment of such Lender is not affected, the obligation to reimburse any letter of credit disbursement is not 

  

 63 







 
reduced and the expiration date of any letter of credit does not extend beyond the Revolving Termination Date. 
  
 SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Company and
each Borrowing Subsidiary, jointly and severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender,
in connection with the enforcement or protection of its rights in connection with the Loan Documents including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 
  
 (b) The Company and each Borrowing Subsidiary, jointly and severally, shall indemnify the Administrative Agent, the Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of
the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of the Subsidiaries, or any Environmental Liability related in any way to the Company or any of the Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee. 
  
 (c) To the extent that the Company or any Borrowing Subsidiary fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be, such Lender’s Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is 

  

 64 







 
sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. 
  
 (d) To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 
  
 (e) All amounts due under this Section shall be payable promptly after written demand therefor. 
  
 SECTION 10.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto (including the parties to any Borrowing Subsidiary Agreement) and their respective successors and assigns permitted hereby (including any Qualified Affiliate of the
Issuing Bank that issues any Letter of Credit), except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of each Lender (and any attempted
assignment or transfer by any Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby (including any Qualified Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
  
 (b) Any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan
Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) each of the Company, the Administrative Agent and the Issuing Bank must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld) except (x) the consent of the Company shall not be required in the case of an assignment to a Lender or an Affiliate of a Lender having at least $500,000,000 in combined capital and surplus and
undivided profits (a “Qualified Affiliate”), (y) the consent of the Administrative Agent shall not be required in the case of an assignment under the Term Facility to a Lender or a Qualified Affiliate and (z) the consent of the
Issuing Bank shall not be required in the case of an assignment under the Term Facility, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s
Commitment and Loans, the amount of the Commitment and/or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 (in the case of the Revolving Facility) and $1,000,000 (in the case of the Term Facility) unless each of the Company and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made
as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect 

  

 65 







 
of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any consent of the Company
otherwise required under this paragraph shall not be required if an Event of Default has occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement and the other Loan Documents that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of
this Section. 
  
 (c) The Administrative Agent,
acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices in The City of New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers,
the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Company, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
  
 (d) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an
assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph. 
  
 (e) Any Lender may, without the consent of the Company, the Issuing Bank or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to 

  

 66 







 
deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant. Subject to
paragraph (f) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph
(b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17(c) as though it were a Lender.

  
 (f) A Participant shall not be entitled to
receive any greater payment under Section 2.14 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with
the Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section 2.16(e) as though it were a Lender. 
  
 (g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
  
 SECTION 10.05. Survival. All covenants, agreements, representations and warranties made by the Borrowers in the Loan
Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any Letter of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan
or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 10.03 and
Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof. 
  
 SECTION
10.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which 

  

 67 







 
shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 
  
 SECTION 10.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
  
 SECTION 10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any
Borrower against any of and all the obligations of such Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 
  
 SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in
accordance with and governed by the law of the State of New York. 
  
 (b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Documents or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction.

  

 68 







 (c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
  
 (d) Each party to this Agreement (including each Borrowing
Subsidiary) irrevocably consents to service of process in the manner provided for notices in Section 10.01. Each of the Borrowing Subsidiaries hereby appoints the Company as its agent to receive on its behalf service of proceedings arising out of or
relating to this Agreement or any other Loan Document in any court, such service being hereby acknowledged by each Borrowing Subsidiary to be effective and binding service in every respect. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by law. 
  
 SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
  
 SECTION 10.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement. 
  
 SECTION 10.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and
its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Company or (h) to the extent
such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) 

  

 69 







 
becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company. For the purposes of this
Section, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Company; provided that, in the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information. 
  
 SECTION
10.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon to the date of repayment, shall have been received by such Lender. 
  
 SECTION 10.14. USA PATRIOT Act. Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other
information that will allow such Lender to identify each Borrower in accordance with the Act. 
  

 70 







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

					
	 CRANE CO.

		
	By:	 	/s/ Eric C. Fast
	 	 	Name:	 	 Eric C. Fast

	 	 	 Title:
	 	 President and Chief Executive Officer

		
	By:	 	/s/ Gil A. Dickoff
	 	 	Name:	 	 Gil A. Dickoff

	 	 	 Title:
	 	 Treasurer



  









					
	JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent
		
	By:	 	/s/ D. Scott Farquhar
	 	 	Name:	 	 D. Scott Farquhar

	 	 	 Title:
	 	 Vice President



  









					
	FLEET NATIONAL BANK, as a Lender and as Syndication Agent
		
	By:	 	 /s/ Kenneth S. Struglia

	 	 	 Name:
	 	 Kenneth S. Struglia

	 	 	 Title:
	 	 Director

		
	By:	 	 /s/ Kenneth S. Struglia

	 	 	 Name:
	 	 Kenneth S. Struglia

	 	 	 Title:
	 	 Director



  









					
	KEY BANK NATIONAL ASSOCIATION, as a Lender and as Syndication Agent
		
	By:	 	 /s/ Suzannah Harris

	 	 	 Name: 
	 	 Suzannah Harris

	 	 	 Title:
	 	 Assistant Vice President



  









					
	BNP PARIBAS, as a Lender and as Syndication Agent
		
	By:	 	 /s/ Shayn March

	 	 	 Name:
	 	 Shayn March

	 	 	 Title:
	 	 Director

		
	By:	 	 /s/ Richard Pace

	 	 	 Name:
	 	 Richard Pace

	 	 	 Title:
	 	 Managing Director



  









					
	THE BANK OF NEW YORK, as a Lender and as Documentation Agent
		
	By:	 	 /s/ Ken Sneider

	 	 	 Name:
	 	 Kenneth P. Sneider, Jr.

	 	 	 Title:
	 	 Vice President



  









					
	ABN AMRO BANK N.V., as a Lender
		
	By:	 	 /s/ Nancy Lanzoni

	 	 	 Name:
	 	 Nancy Lanzoni

	 	 	 Title:
	 	 Director

		
	By:	 	 /s/ Kevin LeGallo

	 	 	 Name:
	 	 Kevin LeGallo

	 	 	 Title:
	 	 Associate



  









					
	BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Christian Giordano

	 	 	 Name:
	 	 Christian Giordano

	 	 	 Title:
	 	 Vice President



  









					
	CITIZENS BANK OF MASSACHUSETTS, as a Lender
		
	By:	 	 /s/ Cindy Chen

	 	 	 Name:
	 	 Cindy Chen

	 	 	 Title:
	 	 Vice President



  









					
	HARRIS TRUST AND SAVINGS BANK, as a Lender
		
	By:	 	 /s/ Richard Shuma

	 	 	 Name:
	 	 Richard Shuma

	 	 	 Title:
	 	 Managing Director



  









					
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	 /s/ Barbara Ezell McMichael

	 	 	 Name:
	 	 Barbara Ezell McMichael

	 	 	 Title:
	 	 Associate Director

	 	 	 	 	 Banking Products Services, US

		
	By:	 	 /s/ Winslowe Ogbourne

	 	 	 Name:
	 	 Winslowe Ogbourne

	 	 	 Title:
	 	 Associate Director

	 	 	 	 	 Banking Products Services, US



  









					
	 UFJ BANK LIMITED, as a Lender

		
	By:	 	 /s/ Stephen C. Small

	 	 	 Name:
	 	 Stephen C. Small

	 	 	 Title:
	 	 Senior Vice President & Area Manager



  









					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Caroline Gates

	 	 	 Name:
	 	 Caroline Gates

	 	 	 Title:
	 	 Vice President