EXECUTION
        COPY

       

      $1,000,000,000

      


      CREDIT
        AGREEMENT

      


      dated
        as
        of

      


      June 27,
        2008

      


      among

      


      Ingersoll-Rand
        Company Limited and

      Ingersoll-Rand
        Global Holding Company Limited

      


      The
        Banks
        Listed Herein,

      


      JPMorgan
        Chase Bank, N.A.,

      as
        Administrative Agent,

      


      Citibank,
        N.A.,

      as
        Syndication Agent,

      


      Bank
        of
        America, N.A.,

      Deutsche
        Bank Securities Inc.,

      The
        Bank
        of Tokyo Mitsubishi, Ltd., New York Branch,

      BNP
        Paribas,

      and

      William
        Street LLC

      as
        Documentation Agents,

      


      and

      


      J.P.
        Morgan Securities Inc.,

      and

      Citigroup
        Global Markets Inc.,

      as
        Joint
        Lead Arrangers and Joint
        Bookrunners

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      TABLE
        OF
        CONTENTS

      

        
          	 	 	 	
                  Page

                
	 	 	 	 
	
                  ARTICLE
                    I DEFINITIONS

                	 	
                  1

                
	 	 	 
	 	
                  SECTION
                    1.1.  Definitions

                	 	
                  1

                
	 	 	 	 
	 	
                  SECTION
                    1.2.  Accounting Terms and Determinations

                	 	
                  15

                
	 	 	 	 
	 	
                  SECTION
                    1.3.  Types of Borrowings

                	 	
                  16

                
	 	 	 	 
	 	
                  SECTION
                    1.4.  Exchange Rates; Reset Dates

                	 	
                  16

                
	 	 	 	 
	
                  ARTICLE
                    II THE CREDITS

                	 	
                  16

                
	 	 	 
	 	
                  SECTION
                    2.1.  Commitments to Lend

                	 	
                  16

                
	 	 	 	 
	 	
                  SECTION
                    2.2.  Notice of Committed Borrowings

                	 	
                  17

                
	 	 	 	 
	 	
                  SECTION
                    2.3.  Money Market Borrowings

                	 	
                  18

                
	 	 	 	 
	 	
                  SECTION
                    2.4.  Notice to Banks; Funding of Loans

                	 	
                  21

                
	 	 	 	 
	 	
                  SECTION
                    2.5.  Evidence of Debt

                	 	
                  22

                
	 	 	 	 
	 	
                  SECTION
                    2.6.  Maturity of Loans

                	 	
                  23

                
	 	 	 	 
	 	
                  SECTION
                    2.7.  Interest Rates

                	 	
                  23

                
	 	 	 	 
	 	
                  SECTION
                    2.8.  Fees

                	 	
                  26

                
	 	 	 	 
	 	
                  SECTION
                    2.9.  Optional Termination or Reduction of
                    Commitments

                	 	
                  27

                
	 	 	 	 
	 	
                  SECTION
                    2.10.  Mandatory Termination of Commitments; Mandatory
                    Prepayments

                	 	
                  27

                
	 	 	 	 
	 	
                  SECTION
                    2.11.  Optional Prepayments

                	 	
                  28

                
	 	 	 	 
	 	
                  SECTION
                    2.12.  General Provisions as to Payments

                	 	
                  28

                
	 	 	 	 
	 	
                  SECTION
                    2.13.  Funding Losses

                	 	
                  29

                
	 	 	 	 
	 	
                  SECTION
                    2.14.  Computation of Interest and Fees

                	 	
                  29

                
	 	 	 	 
	 	
                  SECTION
                    2.15.  Taxes

                	 	
                  30

                
	 	 	 	 
	 	
                  SECTION
                    2.16.  Additional Borrowers

                	 	
                  31

                
	 	 	 	 
	 	
                  SECTION
                    2.17.  Additional Borrower Costs

                	 	
                  32

                
	 	 	 	 
	 	
                  SECTION
                    2.18.  Letters of Credit.

                	 	
                  32

                
	 	 	 	 
	 	
                  SECTION
                    2.19.  Interest Elections.

                	 	
                  37

                
	 	 	 	 
	
                  ARTICLE
                    III CONDITIONS

                	 	
                  39

                
	 	 	 
	 	
                  SECTION
                    3.1.  Effectiveness

                	 	
                  39

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	 	 	
                  Page

                
	 	 	 	 
	 	
                  SECTION
                    3.2.  Borrowings

                	 	
                  40

                
	 	 	 	 
	
                  ARTICLE
                    IV REPRESENTATIONS AND WARRANTIES

                	 	
                  41

                
	 	 	 
	 	
                  SECTION
                    4.1.  Corporate Existence and Power

                	 	
                  41

                
	 	 	 	 
	 	
                  SECTION
                    4.2.  Corporate and Governmental Authorization; No
                    Contravention

                	 	
                  41

                
	 	 	 	 
	 	
                  SECTION
                    4.3.  Binding Effect

                	 	
                  41

                
	 	 	 	 
	 	
                  SECTION
                    4.4.  Financial Information; No Material Adverse
                    Change

                	 	
                  42

                
	 	 	 	 
	 	
                  SECTION
                    4.5.  Litigation

                	 	
                  42

                
	 	 	 	 
	 	
                  SECTION
                    4.6.  Compliance with ERISA

                	 	
                  42

                
	 	 	 	 
	 	
                  SECTION
                    4.7.  Environmental Matters

                	 	
                  43

                
	 	 	 	 
	 	
                  SECTION
                    4.8.  Taxes

                	 	
                  43

                
	 	 	 	 
	 	
                  SECTION
                    4.9.  Subsidiaries

                	 	
                  43

                
	 	 	 	 
	 	
                  SECTION
                    4.10.  Not an Investment Company

                	 	
                  43

                
	 	 	 	 
	 	
                  SECTION
                    4.11.  Full Disclosure

                	 	
                  43

                
	 	 	 	 
	 	
                  SECTION
                    4.12.  Regulations T, U and X

                	 	
                  44

                
	 	 	 	 
	
                  ARTICLE
                    V COVENANTS

                	 	
                  44

                
	 	 	 
	 	
                  SECTION
                    5.1.  Information

                	 	
                  44

                
	 	 	 	 
	 	
                  SECTION
                    5.2.  Maintenance of Property; Insurance

                	 	
                  46

                
	 	 	 	 
	 	
                  SECTION
                    5.3.  Conduct of Business and Maintenance of
                    Existence

                	 	
                  46

                
	 	 	 	 
	 	
                  SECTION
                    5.4.  Compliance with Laws

                	 	
                  47

                
	 	 	 	 
	 	
                  SECTION
                    5.5.  Debt

                	 	
                  47

                
	 	 	 	 
	 	
                  SECTION
                    5.6.  Negative Pledge

                	 	
                  47

                
	 	 	 	 
	 	
                  SECTION
                    5.7.  Consolidations, Mergers and Sales of Assets

                	 	
                  49

                
	 	 	 	 
	 	
                  SECTION
                    5.8.  Use of Proceeds

                	 	
                  49

                
	 	 	 	 
	 	
                  SECTION
                    5.9.  Other Cross Defaults or Negative Pledges

                	 	
                  49

                
	 	 	 	 
	
                  ARTICLE
                    VI DEFAULTS

                	 	
                  49

                
	 	 	 
	 	
                  SECTION
                    6.1.  Events of Default

                	 	
                  49

                
	 	 	 	 
	 	
                  SECTION
                    6.2.  Notice of Default

                	 	
                  51

                
	 	 	 	 
	
                  ARTICLE
                    VII THE ADMINISTRATIVE AGENT

                	 	
                  51

                
	 	 	 
	 	
                  SECTION
                    7.1.  Appointment and Authorization

                	 	
                  51

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	 	 	
                  Page

                
	 	 	 	 
	 	
                  SECTION
                    7.2.  Administrative Agent and Affiliates

                	 	
                  51

                
	 	 	 	 
	 	
                  SECTION
                    7.3.  Action by the Administrative Agent

                	 	
                  52

                
	 	 	 	 
	 	
                  SECTION
                    7.4.  Consultation with Experts

                	 	
                  52

                
	 	 	 	 
	 	
                  SECTION
                    7.5.  Liability of the Administrative Agent

                	 	
                  52

                
	 	 	 	 
	 	
                  SECTION
                    7.6.  Indemnification

                	 	
                  52

                
	 	 	 	 
	 	
                  SECTION
                    7.7.  Credit Decision

                	 	
                  52

                
	 	 	 	 
	 	
                  SECTION
                    7.8.  Successor Administrative Agent

                	 	
                  52

                
	 	 	 	 
	 	
                  SECTION
                    7.9.  Administrative Agent’s Fees

                	 	
                  53

                
	 	 	 	 
	 	
                  SECTION
                    7.10.  Syndication Agent and Documentation Agents

                	 	
                  53

                
	 	 	 	 
	
                  ARTICLE
                    VIII CHANGE IN CIRCUMSTANCES

                	 	
                  53

                
	 	 	 
	 	
                  SECTION
                    8.1.  Basis for Determining Interest Rate Inadequate or
                    Unfair

                	 	
                  53

                
	 	 	 	 
	 	
                  SECTION
                    8.2.  Illegality

                	 	
                  54

                
	 	 	 	 
	 	
                  SECTION
                    8.3.  Increased Cost and Reduced Return

                	 	
                  54

                
	 	 	 	 
	 	
                  SECTION
                    8.4.  Base Rate Loans Substituted for Affected Fixed Rate
                    Loans

                	 	
                  56

                
	 	 	 	 
	 	
                  SECTION
                    8.5.  Substitution of Bank

                	 	
                  56

                
	 	 	 	 
	
                  ARTICLE
                    IX MISCELLANEOUS

                	 	
                  56

                
	 	 	 
	 	
                  SECTION
                    9.1.  Notices

                	 	
                  56

                
	 	 	 	 
	 	
                  SECTION
                    9.2.  No Waivers

                	 	
                  57

                
	 	 	 	 
	 	
                  SECTION
                    9.3.  Expenses; Indemnification

                	 	
                  57

                
	 	 	 	 
	 	
                  SECTION
                    9.4.  Sharing of Set-Offs

                	 	
                  58

                
	 	 	 	 
	 	
                  SECTION
                    9.5.  Amendments and Waivers

                	 	
                  58

                
	 	 	 	 
	 	
                  SECTION
                    9.6.  Successors and Assigns

                	 	
                  59

                
	 	 	 	 
	 	
                  SECTION
                    9.7.  Collateral

                	 	
                  61

                
	 	 	 	 
	 	
                  SECTION
                    9.8.  Governing Law; Submission to Jurisdiction; Process
                    Agent

                	 	
                  61

                
	 	 	 	 
	 	
                  SECTION
                    9.9.  Counterparts; Integration

                	 	
                  62

                
	 	 	 	 
	 	
                  SECTION
                    9.10.  Confidentiality

                	 	
                  62

                
	 	 	 	 
	 	
                  SECTION
                    9.11.  No Fiduciary Duty

                	 	
                  63

                
	 	 	 	 
	 	
                  SECTION
                    9.12.  Conversion of Currencies

                	 	
                  63

                
	 	 	 	 
	 	
                  SECTION
                    9.13.  WAIVER OF JURY TRIAL

                	 	
                  64

                
	 	 	 	 
	 	
                  SECTION
                    9.14.  Severability

                	 	
                  64

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	 	 	
                  Page

                
	 	 	 	 
	 	
                  SECTION
                    9.15.  Headings

                	 	
                  64

                
	 	 	 	 
	 	
                  SECTION
                    9.16.  Guarantee Agreement

                	 	
                  64

                
	 	 	 	 
	 	
                  SECTION
                    9.17.  Patriot Act.

                	 	
                  66

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                Schedule
                  I 

              	
                -
                  

              	
                Commitments

              
	 
                	 
                	 
                
	
                Exhibit
                  A

              	
                -
                  

              	
                Note

              
	
                Exhibit
                  B

              	
                -

              	
                Money
                  Market Quote Request

              
	
                Exhibit
                  C

              	
                -

              	
                Invitation
                  for Money Market Quotes

              
	
                Exhibit
                  D

              	
                -

              	
                Money
                  Market Quote

              
	
                Exhibit
                  E

              	
                -

              	
                Opinion
                  of Counsel of the General Counsel of IR Parent

              
	
                Exhibit
                  F

              	
                -

              	
                Opinion
                  of Counsel of Conyers, Dill & Pearman

              
	
                Exhibit
                  G

              	
                -

              	
                Assignment
                  and Assumption Agreement

              
	
                Exhibit
                  H

              	
                -

              	
                Additional
                  Borrower Agreement

              


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CREDIT
        AGREEMENT

       

      CREDIT
        AGREEMENT dated as of June 27, 2008 among INGERSOLL-RAND COMPANY LIMITED
        (“IR
        Parent”),
        INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED (“IR
        Global”),
        the
        BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as
        Administrative Agent, CITIBANK,
        N.A.,
        as
        Syndication Agent, BANK
        OF
        AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO MITSUBISHI,
        LTD.,
        NEW
        YORK
        BRANCH,
        BNP
        PARIBAS
        and
WILLIAM
        STREET LLC,
        as
        Documentation Agents, and J.P. MORGAN
        SECURITIES INC. and
        CITIGROUP
        GLOBAL MARKETS INC.,
        as
        joint lead arrangers and joint bookrunners.

       

      The
        parties hereto agree as follows:

       

      ARTICLE
        I

       

      DEFINITIONS

       

      SECTION
        1.1.  Definitions.
        The
        following terms, as used herein, have the following meanings:

       

      “2004
        5-Year Existing Credit Agreement” means the 5-Year Credit Agreement, dated as of
        June 24, 2004 (as amended, supplemented or otherwise modified from time to
        time)
        among Ingersoll-Rand Company (“IR”),
        IR
        Parent, the several banks and other financial institutions from time to time
        parties thereto, and JPMorgan Chase Bank, N.A., as administrative
        agent.

       

      “2005
        5-Year Existing Credit Agreement” means the 5-Year Credit Agreement, dated as of
        August 12, 2005 (as amended, supplemented or otherwise modified from time
        to time) among IR, IR Parent, the several banks and other financial institutions
        from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative
        agent, Citicorp USA, Inc., as syndication agent, Bank of America, N.A., Deutsche
        Bank Securities Inc., The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
        and
        UBS Securities LLC, as documentation agents, and J.P. Morgan Securities Inc.
        and
        Citigroup Global Markets Inc., as lead arrangers and bookrunners.

       

      “Absolute
        Rate Auction” means a solicitation of Money Market Quotes setting forth Money
        Market Absolute Rates pursuant to Section 2.3.

       

      “Additional
        Borrower” means, at any time, each of the wholly-owned Subsidiaries of IR Parent
        or IR Global that has been designated as an Additional Borrower by IR Parent
        or
        by IR Global, as applicable, pursuant to Section 2.16 and that may borrow
        Committed Loans as described in Section 2.1.

       

      “Additional
        Borrower Agreement” has the meaning set forth in Section 2.16.

       

      “Adjusted
        London Interbank Offered Rate” has the meaning set forth in
        Section 2.7(b).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Administrative
        Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent
        for the Banks hereunder, and its successors in such capacity.

       

      “Administrative
        Questionnaire” means, with respect to each Bank, an administrative questionnaire
        in the form prepared by the Administrative Agent and submitted to the
        Administrative Agent (with a copy to the applicable Borrower) duly completed
        by
        such Bank.

       

      “Affiliate”
        means, with respect to any Person, any Person directly or indirectly
        controlling, controlled by or under common control with such other Person.
        As
        used herein, the term “control” means possession, directly or indirectly, of the
        power to direct or cause the direction of the management or policies of a
        Person, whether through ownership of voting securities, by contract or
        otherwise.

       

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

       

      “Agreement”
        means this Credit Agreement, as amended, supplemented or otherwise modified
        from
        time to time.

       

      “Agreement
        Currency” has the meaning set forth in Section 9.12.

       

      “Applicable
        Creditor” has the meaning set forth in Section 9.12.

       

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

       

      “Applicable
        Lending Office” means, with respect to any Bank, (i) in the case of its
        Base Rate Loans, its Domestic Lending Office, (ii) in the case of its
        Euro-Currency Loans, its Euro-Currency Lending Office and (iii) in the case
        of its Money Market Loans, its Money Market Lending Office.

       

      “Applicable
        Percentage” means, with respect to any Bank, the percentage of the total
        Commitments represented by such Bank’s Commitment. If the Commitments have
        terminated or expired, the Applicable Percentage shall be determined based
        upon
        the Commitments most recently in effect, giving effect to any
        assignments.

       

      “Assignee”
        has the meaning set forth in Section 9.6(c).

       

      “Attributable
        Debt” means, at any date, the total net amount of rent required to be paid under
        a lease during the remaining term thereof (excluding any renewal term unless
        such renewal is at the option of the lessor), discounted from the respective
        due
        dates thereof to such date at 8 3/8% compounded semi-annually. The net amount
        of
        rent required to be paid for any such period shall be the aggregate of the
        rent
        payable by the lessee with respect to such period after excluding amounts
        required to be paid on account of, or measured or determined by, any variable
        factor, including, without limitation, the cost-of-living index and costs
        of
        maintenance and repairs, insurance, taxes, assessments, water rates and similar
        charges and after excluding any portion of rentals based on a percentage
        of
        sales made by the lessee. In the case of any lease which is terminable by
        the
        lessee upon the payment of a penalty, such net amount shall also include
        the
        amount of such penalty, but no rent shall be considered so required to be
        paid
        under such lease subsequent to the first date upon which it may be so
        terminated.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Availability
        Period” means the period from and including the Effective Date to but excluding
        the earlier of the Termination Date and the date of termination of the
        Commitments.

       

      “Available
        Commitment” means, with respect to any Bank, an amount equal to the Commitment
        of such Bank minus
        the
        amount of all outstanding Committed Loans made by such Bank pursuant to
        Sections 2.1(a) or 2.1(b) and the amount of LC Exposure.

       

      “Bank”
        means each bank or other financial institution listed on the signature pages
        hereof, each Assignee that becomes a Bank pursuant to Section 9.6(c), and
        their respective successors. In the event that any Bank, pursuant to
        Section 2.4(a), utilizes a branch or Affiliate to make a Loan, the term
“Bank” shall include any such branch or Affiliate with respect to such Loan.


       

      “Base
        Rate” means, for any day, a rate per annum equal to the higher of (i) the
        Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
        Funds Rate for such day. Any change in the Base Rate due to a change in the
        Prime Rate or the Federal Funds Rate shall be effective from and including
        the
        effective date of such change in the Prime Rate or the Federal Funds Rate,
        respectively.

       

      “Base
        Rate Loan” means a Committed Loan to be made by a Bank as a Base Rate Loan in
        accordance with the applicable Notice of Committed Borrowing or pursuant
        to
        Article VIII.

       

      “Base
        Rate Margin” means the amount by which the Euro-Currency Margin exceeds
        1.000%.

       

      “Benefit
        Arrangement” means at any time an employee benefit plan within the meaning of
        Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which
        is
        maintained or otherwise contributed to by any member of the ERISA
        Group.

       

      “Board”
        means the Board of Governors of the Federal Reserve System (or any
        successors).

       

      “Borrowers”
        means IR Parent and IR Global, and “Borrower” means either one of
        them.

       

      “Borrowing”
        has the meaning set forth in Section 1.3.

       

      “Calculation
        Date” means, with respect to each Foreign Currency, the last day of each
        calendar month (or, if such day is not a Euro-Currency Business Day, the
        next
        succeeding Euro-Currency Business Day), provided
        that the
        second Euro-Currency Business Day preceding any Borrowing of Foreign Currency
        Loans shall also be a “Calculation Date” with respect to the Foreign Currency to
        be borrowed on such date.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Commitment”
        means, as to any Bank, the obligation of such Bank to make Loans to the
        Borrowers hereunder and to acquire participations in Letters of Credit in
        an
        aggregate principal amount at any one time outstanding not to exceed the
        amount
        set forth opposite such Bank’s name under the column “Commitment” on Schedule I,
        and with respect to any Bank that becomes a party to this Agreement pursuant
        to
        Section 9.6(c), the amount of the Commitment thereby assumed by such Bank,
        in
        each case as such amount may from time to time be reduced pursuant to Sections
        2.9, 2.10 and 9.6(c) or increased pursuant to Section 9.6(c).

       

      “Commitment
        Fee Rate” has the meaning set forth in Section 2.7(f).

       

      “Committed
        Loan” means a loan made by a Bank pursuant to Section 2.1(a)
        or (b).

       

      “Consolidated
        Debt” means, at any date, without duplication, the sum of (i) all amounts
        which would be set forth opposite the captions “Loans payable” and “Long-term
        debt” on a balance sheet of IR Parent and its Consolidated Subsidiaries as of
        such date prepared in accordance with generally accepted accounting principles
        consistent with those utilized in preparing the audited balance sheet of
        IR
        Parent and its Consolidated Subsidiaries referred to in Section 4.4(a) hereof,
        (ii) capitalized lease obligations of IR Parent and its Consolidated
        Subsidiaries and (iii) the higher of the voluntary or involuntary
        liquidation value of any preferred stock (other than auction-rate preferred
        stock the higher of the voluntary or involuntary liquidation value of which
        does
        not in the aggregate exceed $100,000,000) of a Consolidated Subsidiary held
        on
        such date by a Person other than IR Parent or a wholly-owned Consolidated
        Subsidiary, but in any event excluding subordinated debentures issued by
        IR
        Parent to one or more Delaware statutory business trusts and purchased by
        such
        trusts with the proceeds of the issuance of trust preferred securities (the
        “Equity-Linked
        Subordinated Debentures”).
        The
        foregoing definition is based on the understanding of the parties that the
        obligations covered by clauses (i) and (ii) above are co-extensive in all
        material respects with the obligations covered by the definition of Debt
        herein,
        and the reference to specific balance sheet captions is for the purpose of
        affording both greater simplicity and greater certainty in determining
        compliance with the provisions of Section 5.5. If the foregoing assumption
        is at some future time determined not to be correct, and if the Administrative
        Agent notifies IR Parent that the Required Banks wish to amend the foregoing
        definition to include an obligation covered by the definition of Debt (or
        if IR
        Parent notifies the Administrative Agent that IR Parent wishes to amend the
        foregoing definition to exclude an obligation not covered by the definition
        of
        Debt), then IR Parent’s compliance with Section 5.5 shall be determined by
        including in (or excluding from, as the case may be) Consolidated Debt the
        consolidated amount, determined in accordance with generally accepted accounting
        principles, of the obligation in question until either such notice is withdrawn
        or this definition is amended in a manner satisfactory to IR Parent and the
        Required Banks.

       

      “Consolidated
        Net Worth” means, in accordance with Section 1.2, at any date the
        consolidated stockholders’ equity of IR Parent and its Consolidated
        Subsidiaries, exclusive of adjustments resulting from any accumulated other
        comprehensive income, any impairment of tangible assets, or any non-cash
        charges, but including the amount shown on the balance sheet of IR Parent
        as of
        such date in respect of any Equity-Linked Subordinated Debentures (as such
        term
        is defined in the definition of Consolidated Debt).

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Consolidated
        Subsidiary” means at any date any Subsidiary or other entity the accounts of
        which would be consolidated with those of IR Parent in its consolidated
        financial statements if such statements were prepared as of such
        date.

       

      “Cross
        Default” means a provision governing Debt of either Borrower to the effect that
        the holder of such Debt (or any representative of such holder) shall have
        the
        right, upon the giving of any notice and the lapse of any time specified
        in the
        instruments governing such Debt, to accelerate the maturity of such Debt
        by
        reason of (i) an event or condition which permits acceleration of the maturity
        of Material Debt of either Borrower or of a Subsidiary or (ii) the failure
        to pay when due any amount of Material Debt of either Borrower or of a
        Subsidiary, in either case whether or not upon the giving of notice and the
        lapse of any time (including the lapse of any applicable grace period) specified
        in the instruments governing such other Debt.

       

      “Current
        Board” has the meaning set forth in Section 6.1(j).

       

      “Debt”
of
        any Person means at any date, without duplication, (i) all obligations of
        such Person for borrowed money, (ii) all obligations of such Person
        evidenced by bonds, debentures, notes or other similar instruments,
        (iii) all obligations of such Person to pay the deferred purchase price of
        property (but not services), except trade accounts payable arising in the
        ordinary course of business, (iv) all obligations of such Person as lessee
        that are capitalized in accordance with generally accepted accounting principles
        and (v) all Debt of others secured by a Lien on any asset of such Person,
        whether or not such Debt is assumed by such Person; provided
        that
“Debt” shall include at any date only such obligations and such Debt of others
        to the extent such obligations and such Debt of others is reflected as a
        liability in the consolidated balance sheet of IR Parent and its Consolidated
        Subsidiaries as of such date (or would be so reflected if such a balance
        sheet
        were prepared as of such date).

       

      “Default”
        means any condition or event which constitutes an Event of Default or which
        with
        the giving of notice or lapse of time or both would, unless cured or waived,
        become an Event of Default.

       

      “Disbursement
        Date” has the meaning set forth in Section 2.18(e).

       

      “Documentation
        Agents” means Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of
        Tokyo Mitsubishi, Ltd., New York Branch, BNP Paribas and William Street LLC,
        each in its capacity as documentation agent hereunder, and its successors
        in
        such capacity, and “Documentation Agent” means any of the
        foregoing.

       

      “Dollar
        Equivalent” means, at any time, (a) as to any amount denominated in
        Dollars, the amount thereof at such time, and (b) as to any amount
        denominated in a Foreign Currency, the equivalent amount in Dollars as
        determined by the Administrative Agent on the basis of the Exchange Rate,
        as
        described in Section 1.4, for the purchase of Dollars with such Foreign
        Currency on the most recent Calculation Date for such Foreign
        Currency.

       

      “Dollars”
        and “$” mean dollars in lawful currency of the United States.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Domestic
        Business Day” means any day except a Saturday, Sunday or other day on which
        commercial banks in New York City are authorized by law to close.

       

      “Domestic
        Lending Office” means, as to each Bank, its office, branch or Affiliate located
        at its address set forth in its Administrative Questionnaire (or identified
        in
        its Administrative Questionnaire as its Domestic Lending Office) and/or one
        or
        more other offices, branches or Affiliates as such Bank may hereafter designate
        as its Domestic Lending Office by notice to the Borrower and the Administrative
        Agent.

       

      “Effective
        Date” means the date this Agreement becomes effective in accordance with
        Section 3.1.

       

      “Environmental
        Laws” means any and all federal, state, local and foreign statutes, laws,
        regulations, ordinances, rules, judgments, orders, decrees, permits,
        concessions, grants, franchises, licenses, agreements or other governmental
        restrictions relating to the environment or to emissions, discharges or releases
        of pollutants, contaminants, petroleum or petroleum products, chemicals or
        industrial, toxic or hazardous substances or wastes into the environment
        including, without limitation, ambient air, surface water, ground water,
        or
        land, or otherwise relating to the manufacture, processing, distribution,
        use,
        treatment, storage, disposal, transport or handling of pollutants, contaminants,
        petroleum or petroleum products, chemicals or industrial, toxic or hazardous
        substances or wastes or the clean-up or other remediation thereof.

       

      “ERISA”
        means the Employee Retirement Income Security Act of 1974, as amended, or
        any
        successor statute.

       

      “ERISA
        Group” means IR Parent and all trades or businesses (whether or not
        incorporated) that, together, are treated as a single employer under
        Section 414(b) or (c) of the Internal Revenue Code or, solely for purposes
        of Section 302 of ERISA and Section 412 of the Internal Revenue Code,
        are treated as a single employer under Section 414 of the Internal Revenue
        Code.

       

      “Euro-Currency
        Business Day” means any Domestic Business Day on which commercial banks are open
        for international business (including dealings in dollar deposits) in London
        and
        on which the Trans-European Automated Real-Time Gross Settlement Express
        Transfer System (TARGET) (or, if such clearing system ceases to be operative,
        such other clearing system (if any) determined by the Administrative Agent
        to be
        a suitable replacement) is open for settlement of payment in euros.

       

      “Euro-Currency
        Lending Office” means, as to each Bank, its office, branch or Affiliate located
        at its address set forth in its Administrative Questionnaire (or identified
        in
        its Administrative Questionnaire as its Euro-Currency Lending Office) and/or
        one
        or more other offices, branches or Affiliates of such Bank as it may hereafter
        designate as its Euro-Currency Lending Office by notice to the Borrower and
        the
        Administrative Agent.

       

      “Euro-Currency
        Loan” means a Committed Loan denominated in Dollars, English pounds sterling or
        euros to be made by a Bank as a Euro-Currency Loan in accordance with the
        applicable Notice of Committed Borrowing.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Euro-Currency
        Margin” has the meaning set forth in Section 2.7(f).

       

      “Euro-Currency
        Reserve Percentage” has the meaning set forth in
        Section 2.7(b).

       

      “Euro
        Loans” has the meaning set forth in Section 2.1(b).

       

      “Event
        of
        Default” has the meaning set forth in Section 6.1.

       

      “Exchange
        Rate” means, as to any currency on a particular date, the rate at which such
        currency may be exchanged into Dollars or the relevant Foreign Currency in
        London on a spot basis, as set forth on Reuters World Spots Page applicable
        to
        such currency as reasonably determined by the Administrative Agent. In the
        event
        that such rate does not appear on any Reuters display page, the Exchange
        Rate
        with respect to such currency shall be determined by reference to such other
        publicly available service for displaying exchange rates as may be agreed
        upon
        by the Administrative Agent and the Borrowers or, in the absence of such
        agreement, such Exchange Rate shall instead be determined by reference to
        the
        Administrative Agent’s spot rate of exchange quoted to prime banks in the
        interbank market where its foreign currency exchange operations in respect
        of
        the relevant Foreign Currency are then being conducted, at or about noon,
        local
        time, at such date for the purchase of Dollars with such Foreign Currency
        (or
        such Foreign Currency with Dollars, as applicable), for delivery on a spot
        basis; provided,
        however,
        that if
        at the time of any such determination, for any reason, no such spot rate
        is
        being quoted and no other methods for determining the Exchange Rate can be
        determined as set forth above, the Administrative Agent may use any reasonable
        method it deems applicable to determine such rate, and such determination
        shall
        be conclusive absent manifest error.

       

      “Excluded
        Taxes” means, with respect to the Administrative Agent, any Bank or any other
        recipient of any payment to be made by or on account of any obligation of
        the
        Borrowers hereunder, (a) income or franchise taxes imposed on (or measured
        by) its net income 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 Bank, in which its applicable lending office
        is located, (b) any branch profits taxes imposed by the United States of
        America or the jurisdiction in which the applicable Borrower is located or
        any
        similar tax imposed by any other jurisdiction in which such recipient is
        located
        and (c) in the case of a Foreign Bank, any withholding tax that is imposed
        on amounts payable to such Foreign Bank at the time such Foreign Bank becomes
        a
        party to this Agreement (or designates a new lending office) or is attributable
        to such Foreign Bank’s failure to comply with Section 2.15(e), except to
        the extent that such Foreign Bank (or its assignor, if any) was entitled,
        at the
        time of designation of a new lending office (or assignment), to receive
        additional amounts from the Borrower with respect to such withholding tax
        pursuant to Section 2.15(a).

       

      “Federal
        Funds Rate” means, for any day, the rate per annum (rounded upward, if
        necessary, to the nearest 1/100th of 1%) equal to the weighted average of
        the
        rates on overnight Federal funds transactions with members of the Federal
        Reserve System arranged by Federal funds brokers on such day, as published
        by
        the Federal Reserve Bank of New York on the Domestic Business Day next
        succeeding such day, provided
        that
        (i) if such day is not a Domestic Business Day, the Federal Funds Rate for
        such day shall be such rate on such transactions on the next preceding Domestic
        Business Day as so published on the next succeeding Domestic Business Day,
        and
        (ii) if no such rate is so published on such next succeeding Domestic
        Business Day, the Federal Funds Rate for such day shall be the average rate
        quoted to JPMorgan Chase Bank, N.A., on such day on such transactions as
        determined by the Administrative Agent.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Fee
        Letters” means the fee letter dated as of May 16, 2008, among the
        Borrowers, the Administrative Agent and J.P. Morgan Securities Inc. and the
        fee
        letter dated as of May 16, 2008, among the Borrowers and Citigroup Global
        Markets Inc.

       

      “Fixed
        Rate Loans” means Euro-Currency Loans or Money Market Loans (excluding Money
        Market LIBOR Loans bearing interest at the Base Rate pursuant to
        Section 8.1) or any combination of the foregoing.

       

      “Foreign
        Bank” means any Bank that is organized under the laws of a jurisdiction other
        than that in which the applicable Borrower is located. For purposes of this
        definition, the United States of America, each State thereof and the District
        of
        Columbia shall be deemed to constitute a single jurisdiction.

       

      “Foreign
        Currency” means English pounds sterling or euros.

       

      “Foreign
        Currency Equivalent” at any time as to any amount denominated in Dollars, the
        equivalent amount in the relevant Foreign Currency or Foreign Currencies
        as
        determined by the Administrative Agent at such time on the basis of the Exchange
        Rate for the purchase of such Foreign Currency or Foreign Currencies with
        Dollars on the date of determination thereof.

       

      “Foreign
        Currency Loans” means Loans denominated in a Foreign Currency.

       

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

       

      “Guarantors”
        means (a) with respect to the Obligations of IR Parent, IR Global and
        (b) with respect to the Obligations of IR Global and any Additional
        Borrowers, IR Parent.

       

      “Indemnified
        Taxes” means Taxes other than Excluded Taxes.

       

      “Indemnitee”
        has the meaning set forth in Section 9.3(b).

       

      “Index”
        means the average of the Markit CDX.NA.IG Series 10 or any successor series
        (3
        Year Period) for the preceding 30 business days (for purposes of this
        definition, “business days” means days in respect of which the Securities
        Industry and Financial Markets Association declares the U.S. fixed income
        market
        to be open) as available to the applicable office of the Administrative Agent
        or
        for the number of business days for which the then current Markit CDX.NA.IG
        is
        in effect, if such number of business days is fewer than 30 business
        days.

       

      “Interest
        Period” means: (1) with respect to each Euro-Currency Borrowing, the period
        commencing on the date of such Borrowing and ending one, two, three or six
        months, thereafter, as the applicable Borrower may elect in the applicable
        Notice of Borrowing; provided
        that:

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (a) any
        Interest Period that would otherwise end on a day that is not a Euro-Currency
        Business Day shall be extended to the next succeeding Euro-Currency Business
        Day
        unless such Euro-Currency Business Day falls in another calendar month, in
        which
        case such Interest Period shall end on the next preceding Euro-Currency Business
        Day;

       

      (b) any
        Interest Period that begins on the last Euro-Currency Business Day of a calendar
        month (or on a day for which there is no numerically corresponding day in
        the
        calendar month at the end of such Interest Period) shall, subject to clause
        (c)
        below, end on the last Euro-Currency Business Day of a calendar month;
        and

       

      (c) any
        Interest Period that would otherwise end after the Termination Date shall
        end on
        the Termination Date.

       

      (2) with
        respect to each Base Rate Borrowing, the period commencing on the date of
        such
        Borrowing and ending 90 days thereafter; provided
        that:

       

      (a) any
        Interest Period that would otherwise end on a day that is not a Domestic
        Business Day shall be extended to the next succeeding Domestic Business Day;
        and

       

      (b) any
        Interest Period that would otherwise end after the Termination Date shall
        end on
        the Termination Date.

       

      (3) with
        respect to each Money Market LIBOR Borrowing, the period commencing on the
        date
        of such Borrowing and ending seven days or one, two, three, six, nine or
        twelve
        months thereafter as the applicable Borrower may elect in accordance with
        Section 2.3; provided
        that:

       

      (a) any
        Interest Period that would otherwise end on a day that is not a Euro-Currency
        Business Day shall be extended to the next succeeding Euro-Currency Business
        Day
        unless such Euro-Currency Business Day falls in another calendar month, in
        which
        case such Interest Period shall end on the next preceding Euro-Currency Business
        Day;

       

      (b) any
        Interest Period that begins on the last Euro-Currency Business Day of a calendar
        month (or on a day for which there is no numerically corresponding day in
        the
        calendar month at the end of such Interest Period) shall, subject to clause
        (c)
        below, end on the last Euro-Currency Business Day of a calendar month;
        and

       

      (c) any
        Interest Period that would otherwise end after the Termination Date shall
        end on
        the Termination Date.

       

      (4) with
        respect to each Money Market Absolute Rate Borrowing, the period commencing
        on
        the date of such Borrowing and ending such number of days thereafter as the
        applicable Borrower may elect in accordance with Section 2.3; provided
        that:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (a) any
        Interest Period that would otherwise end on a day that is not a Euro-Currency
        Business Day shall be extended to the next succeeding Euro-Currency Business
        Day; and

       

      (b) no
        Interest Period shall end after the Termination Date.

       

      “Internal
        Revenue Code” means the Internal Revenue Code of 1986, as amended, or any
        successor statute.

       

      “IR”
has
        the meaning set forth in the definition of “2004 5-Year Existing Credit
        Agreement”.

       

      “IR
        Global” has the meaning set forth in the preamble.

       

      “IR
        Parent” has the meaning set forth in the preamble.

       

      “Issuing
        Bank” means JPMorgan Chase Bank, N.A. and any other Bank selected by the
        applicable Borrower that agrees to act in such capacity, in such Bank’s capacity
        as the issuer of Letters of Credit hereunder, and such Bank’s successors in such
        capacity. 

       

      “JPMorgan
        Fee Letter” has the meaning set forth in Section 2.8(b).

       

      “Judgment
        Currency” has the meaning set forth in Section 9.12.

       

      “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 plus (b) the aggregate
        amount of all LC Disbursements that have not yet been reimbursed by or on
        behalf
        of the Borrowers or any Additional Borrower at such time. The LC Exposure
        of any
        Bank at any time shall be its Applicable Percentage of the total LC Exposure
        at
        such time.

       

      “Letter
        of Credit” means any letter of credit issued pursuant to this Agreement. Letters
        of Credit may be denominated in Dollars, euros or English pounds
        sterling.

       

      “LIBOR
        Auction” means a solicitation of Money Market Quotes setting forth Money Market
        Margins based on the London Interbank Offered Rate pursuant to
        Section 2.3.

       

      “Lien”
        means, with respect to any asset, any mortgage, lien, pledge, charge, security
        interest or encumbrance of any kind in respect of such asset. For the purposes
        of this Agreement, each Borrower and its Subsidiaries shall be deemed to
        own
        subject to a Lien any asset that it has acquired or holds subject to the
        interest of a vendor or lessor under any conditional sale agreement, capital
        lease or other title retention agreement relating to such asset.

       

      “Loan”
        means a Base Rate Loan, a Euro-Currency Loan or a Money Market Loan and “Loans”
means Base Rate Loans, Euro-Currency Loans, Money Market Loans or any
        combination of the foregoing.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “Loan
        Documents” means, collectively, this Agreement, any Notes and any Additional
        Borrower Agreements.

       

      “London
        Interbank Offered Rate” has the meaning set forth in
        Section 2.7(b).

       

      “Material
        Adverse Effect” means a material adverse effect on the business, financial
        position or results of operations or property of IR Parent and its Consolidated
        Subsidiaries, considered as a whole.

       

      “Material
        Debt” means (i) any Public Debt and (ii) any Debt of the Borrowers and
        of their respective Subsidiaries, arising in one or more related or unrelated
        transactions after the date hereof, in an aggregate principal amount exceeding
        $100,000,000.

       

      “Material
        Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities in
        an amount which, if the Plan then terminated, would have a Material Adverse
        Effect, taking into account all members of the ERISA Group.

       

      “Material
        Subsidiary” means (i) Schlage Lock Company LLC, a Delaware limited
        liability company, Hussmann International, Inc., a Delaware corporation,
        Thermo
        King Corporation, a Delaware corporation, and their respective successors
        and
        assigns, (ii) at any date, any other Restricted Subsidiary that on such
        date is encompassed by the definition of a “significant subsidiary” contained as
        of the date hereof in Regulation S-X of the Securities and Exchange Commission
        and (iii) any Additional Borrower.

       

      “Money
        Market Absolute Rate” has the meaning set forth in
        Section 2.3(d).

       

      “Money
        Market Absolute Rate Loan” means a loan to be made by a Bank pursuant to an
        Absolute Rate Auction.

       

      “Money
        Market Lending Office” means, as to each Bank, its Domestic Lending Office
        and/or one or more other offices, branches or Affiliates of such Bank as
        it may
        hereafter designate as its Money Market Lending Office by notice to the Borrower
        and the Administrative Agent; provided
        that any
        Bank may from time to time by notice to the Borrower and the Administrative
        Agent designate separate Money Market Lending Offices for its Money Market
        LIBOR
        Loans, on the one hand, and its Money Market Absolute Rate Loans, on the
        other
        hand, in which case all references herein to the Money Market Lending Office
        of
        such Bank shall be deemed to refer to either or both of such offices, as
        the
        context may require.

       

      “Money
        Market LIBOR Loan” means a loan to be made by a Bank pursuant to a LIBOR Auction
        (including such a loan bearing interest at the Base Rate pursuant to
        Section 8.1(ii)).

       

      “Money
        Market Loan” means a Money Market LIBOR Loan or a Money Market Absolute Rate
        Loan.

       

      “Money
        Market Margin” has the meaning set forth in Section 2.3(d).

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “Money
        Market Quote” means an offer by a Bank to make a Money Market Loan in accordance
        with Section 2.3.

       

      “Money
        Market Quote Request” has the meaning set forth in
        Section 2.3(b).

       

      “Moody’s”
        means Moody’s Investors Service, Inc.

       

      “Mortgage”
        means, on any specified property, any mortgage, lien, pledge, charge or other
        security interest or encumbrance of any kind in respect of such
        property.

       

      “Multiemployer
        Plan” means at any time an employee pension benefit plan within the meaning of
        Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then
        making or accruing an obligation to make contributions.

       

      “Notes”
        means promissory notes of the Borrowers, substantially in the form of
        Exhibit A hereto, evidencing the obligation of the applicable Borrower to
        repay the Loans, and “Note” means any one of such promissory notes issued
        hereunder.

       

      “Notice
        of Borrowing” means a Notice of Committed Borrowing (as defined in
        Section 2.2) or a Notice of Money Market Borrowing (as defined in
        Section 2.3(f)).

       

      “Obligations”
        means the unpaid principal of and interest on (including interest accruing
        after
        the maturity of the Loans and interest accruing after the filing of any petition
        in bankruptcy, or the commencement of any insolvency, reorganization or like
        proceeding, relating to each Borrower or any Additional Borrower, whether
        or not
        a claim for post-filing or post-petition interest is allowed in such proceeding)
        the Loans, the Letters of Credit and all other obligations and liabilities
        of
        each Borrower or any Additional Borrower to the Administrative Agent or to
        any
        Bank, whether direct or indirect, absolute or contingent, due or to become
        due,
        or now existing or hereafter incurred, which may arise under, out of, or
        in
        connection with, this Agreement, any Note or any other document made, delivered
        or given in connection herewith or therewith, whether on account of principal,
        interest, reimbursement obligations, fees, indemnities, costs, expenses
        (including all fees, charges and disbursements of counsel to the Administrative
        Agent or to any Bank that are required to be paid by each Borrower pursuant
        hereto) or otherwise.

       

      “Other
        Taxes” means any and all present or future stamp or documentary taxes or any
        other excise or property taxes, charges or similar levies arising from any
        payment made hereunder or from the execution, delivery or enforcement of,
        or
        otherwise with respect to, this Agreement.

       

      “Parent”
        means, with respect to any Bank, any Person controlling such Bank.

       

      “Participant”
        has the meaning set forth in Section 9.6(b).

       

      “Patriot
        Act” has the meaning set forth in Section 9.17.

       

      “PBGC”
        means the Pension Benefit Guaranty Corporation or any entity succeeding to
        any
        or all of its functions under ERISA.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      “Permitted
        Investments” means:

       

      (a) direct
        obligations of, or obligations the principal of and interest on which are
        unconditionally guaranteed by, the United States of America (or by any agency
        thereof to the extent such obligations are backed by the full faith and credit
        of the United States of America), in each case maturing within one year from
        the
        date of acquisition thereof;

       

      (b)
        investments in commercial paper maturing within 270 days from the date of
        acquisition thereof and having, at such date of acquisition, the highest
        credit
        rating obtainable from S&P or from Moody’s;

       

      (c)
        investments in certificates of deposit, banker’s acceptances and time deposits
        maturing within 180 days from the date of acquisition thereof issued or
        guaranteed by or placed with, and money market deposit accounts issued or
        offered by, any U.S. office of any commercial bank that has a combined capital
        and surplus and undivided profits of not less than $500,000,000; 

       

      (d)
        fully
        collateralized repurchase agreements with a term of not more than 30 days
        for
        securities described in clause (a) above and entered into with a financial
        institution satisfying the criteria described in clause (c) above;
        and

       

      (e)
        money
        market funds that (i) comply with the criteria set forth in Securities and
        Exchange Commission Rule 2a-7 under the Investment Company Act of 1940,
        (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have
        portfolio assets of at least $5,000,000,000.

       

      “Pension
        Act” shall mean the Pension Protection Act of 2006, as amended from time to
        time.

       

      “Person”
        means an individual, a corporation, a limited liability company, a partnership,
        an association, a trust or any other entity or organization, including a
        government or political subdivision or an agency or instrumentality
        thereof.

       

      “Plan”
        means at any time an employee pension benefit plan (other than a Multiemployer
        Plan) which is covered by Title IV of ERISA or subject to the minimum funding
        standards under Section 412 of the Internal Revenue Code and is maintained,
        or
        contributed to, by any member of the ERISA Group for employees of any member
        of
        the ERISA Group.

       

      “Prime
        Rate” means that rate of interest from time to time announced by JPMorgan Chase
        Bank, N.A. at its principal office, presently located at 270 Park Avenue,
        New
        York, New York 10017, as its prime rate.

       

      “Principal
        Property” means any manufacturing plant or other manufacturing facility of each
        Borrower or any Restricted Subsidiary, as the case may be, which plant or
        facility is located within the United States of America, except any such
        plant
        or facility that the either Borrower’s board of directors by resolution declares
        is not of material importance to the total business conducted by such Borrower
        and its Restricted Subsidiaries.

       

      “Process
        Agent” has the meaning set forth in Section 9.8.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      “Protesting
        Bank” has the meaning set forth in Section 2.16(b).

       

      “Public
        Debt” means any publicly traded notes, bonds, debentures or similar indebtedness
        set forth in (a) IR Parent’s Form 10-K for the most recently ended fiscal
        year or (b) any filings by IR Parent on Form 10-Q or Form 8-K made after
        the end of the most recently ended fiscal year.

       

      “Ratings”
        means the ratings of Moody’s and S&P applicable to IR Parent’s long-term
        senior unsecured debt.

       

      “Refunding
        Borrowing” means a Committed Borrowing which, after application of the proceeds
        thereof, results in no net increase in the outstanding principal amount of
        Committed Loans made by any Bank.

       

      “Register”
        has the meaning set forth in Section 9.6(g).

       

      “Regulation
        T” means Regulation T of the Board, as in effect from time to time.

       

      “Regulation
        U” means Regulation U of the Board, as in effect from time to time.

       

      “Regulation
        X” means Regulation X of the Board, as in effect from time to time.

       

      “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
        Banks” means at any time Banks having at least a majority of the aggregate
        amount of the Commitments or, if the Commitments shall have been terminated,
        holding Loans evidencing at least a majority of the aggregate unpaid principal
        amount of the Loans.

       

      “Reset
        Date” shall have the meaning set forth in Section 1.4.

       

      “Restricted
        Subsidiary” means any Subsidiary, excluding any Subsidiary the greater part of
        the operating assets of which are located or the principal business of which
        is
        carried on outside of the United States of America.

       

      “Revolving
        Exposure” means, at any time, the aggregate principal amount of Loans then
        outstanding together with the aggregate amount of LC Exposure at such time.
        The
        amount of Revolving Exposure, at any time, shall not exceed the amount of
        total
        Commitments at such time.

       

      “S&P”
        means Standard & Poor’s Ratings Services.

       

      “Sale
        and
        Leaseback Transaction” means an arrangement with any Person for the leasing by
        either Borrower or a Restricted Subsidiary (except for temporary leases for
        a
        term of not more than three years and, in the case of a Restricted Subsidiary,
        a
        lease to either Borrower or another Restricted Subsidiary) of any Principal
        Property (whether now owned or hereafter acquired), which Principal Property
        has
        been or is to be sold or transferred by such Borrower or such Restricted
        Subsidiary to such Person.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      “Subsidiary”
        means any corporation or other entity of which securities or other ownership
        interests having ordinary voting power to elect a majority of the board of
        directors or other persons performing similar functions are at the time directly
        or indirectly owned by IR Parent or by IR Global, as applicable.

       

      “Syndication
        Agent” means Citibank, N.A. in its capacity as syndication agent for the Banks
        hereunder, and its successors in such capacity.

       

      “Taxes”
        means any and all present or future taxes, levies, imposts, duties, deductions,
        charges or withholdings imposed by any Governmental Authority.

       

      “Termination
        Date” means the third anniversary of the Effective Date or, if such day is not
        a
        Euro-Currency Business Day, the next preceding Euro-Currency Business
        Day.

       

      “Unfunded
        Liabilities” means, with respect to any Plan during the term of this Agreement,
        the amount (if any) by which (i) the present value of all accrued benefits
        under such Plan exceeds (ii) the fair market value of all Plan assets
        allocable to such benefits (excluding any accrued but unpaid contributions),
        all
        determined on the basis of a Plan termination as of the then most recent
        valuation date for such Plan, but only to the extent that such excess represents
        a potential liability of a member of the ERISA Group to the PBGC or any other
        Person under Title IV of ERISA.

       

      SECTION
        1.2.  Accounting Terms and Determinations. Unless otherwise
        specified herein, all accounting terms used herein shall be interpreted,
        all
        accounting determinations hereunder shall be made, and all financial statements
        required to be delivered hereunder shall be prepared in accordance with
        generally accepted accounting principles as in effect from time to time,
        applied
        on a basis consistent (except for changes concurred in by IR Parent’s
        independent public accountants) with the most recent audited consolidated
        financial statements of IR Parent and its Consolidated Subsidiaries delivered
        to
        the Banks; provided that, (x) if the Borrowers notify the
        Administrative Agent that the Borrowers wish to amend any covenant in
        Article V to eliminate the effect of any change in generally accepted
        accounting principles on the operation of such covenant (or if the
        Administrative Agent notifies the Borrowers that the Required Banks wish
        to
        amend Article V for such purpose), then the Borrowers’ compliance with such
        covenant shall be determined on the basis of generally accepted accounting
        principles in effect immediately before the relevant change in generally
        accepted accounting principles became effective, until either such notice
        is
        withdrawn or such covenant is amended in a manner satisfactory to the Borrowers
        and the Required Banks, and (y) for purposes of determining Consolidated
        Net Worth, generally accepted accounting principles as in effect at the time
        of
        and as used to prepare the financial statements referred to in
        Section 4.4(a) hereof shall be used for such determination, notwithstanding
        any change in such generally accepted accounting principles after the date
        of
        such financial statements, provided that Consolidated Net Worth shall be
        determined excluding the effect of goodwill impairment charges, net of taxes,
        to
        the extent that such effect would not otherwise have been included in such
        determination but for the application of FAS 142. 

       

      
        
          
          

        

        
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    SECTION
      1.3.  Types
      of Borrowings.
      The
      term “Borrowing” denotes the aggregation of Loans of one or more Banks to be
      made to either Borrower or any Additional Borrower pursuant to Article II
      on a single date and for a single Interest Period. Borrowings are classified
      for
      purposes of this Agreement either by reference to the pricing of Loans
      comprising such Borrowing (e.g, a “Euro-Currency Borrowing” is a Borrowing
      comprised of Euro-Currency Loans) or by reference to the provisions of
      Article II under which participation therein is determined (i.e., a
“Committed Borrowing” is a Borrowing under Section 2.1 in which all Banks
      participate in proportion to their Commitments, while a “Money Market Borrowing”
is a Borrowing under Section 2.3 in which the Bank participants are
      determined on the basis of their bids in accordance therewith).

     

    SECTION
      1.4.  Exchange
      Rates; Reset Dates.
      (a)  At
      approximately 10:00 A.M., New York City time, or as close to such time as is
      reasonably practicable, on each Calculation Date, the Administrative Agent
      shall
      (i) determine the Exchange Rate as of such Calculation Date with respect to
      each Foreign Currency in which any outstanding Loan, any outstanding Letter
      of
      Credit or any unreimbursed
      LC Disbursement is
      denominated and (ii) give notice thereof to the Banks and the Borrowers.
      The Exchange Rates so determined shall become effective on the first
      Euro-Currency Business Day immediately following the relevant Calculation Date
      (a “Reset
      Date”),
      shall
      remain effective until the next succeeding Reset Date and
      shall
      for all purposes of this Agreement (other than converting into Dollars under
      Section 2.18(d), (e), (h), (i) and (j) the obligations of the Borrowers and
      the Additional Borrowers and the Banks in respect of LC Disbursements that
      have not been reimbursed when due) be the Exchange Rates employed in converting
      any amounts between the applicable currencies.

     

    (b) At
      approximately 10:00 A.M., New York City time, or as close to such time as is
      reasonably practicable, on each Reset Date, the Administrative Agent shall
      (i) determine the aggregate amount of the Dollar Equivalents of
      (A) the principal amounts of the Foreign Currency Loans then outstanding
      (after giving effect to any Foreign Currency Loans made or repaid on such date)
      and (B) the
      LC
      Exposure on such date (after giving effect to any Letters of Credit denominated
      in a Foreign Currency issued, renewed or terminated or requested to be issued,
      renewed or terminated on such date) and
      (ii) notify the Borrowers of the results of such
      determination.

     

    ARTICLE
      II

     

    THE
      CREDITS

     

    SECTION
      2.1.  Commitments
      to Lend.
      (a)  During
      the Availability Period, each Bank severally agrees, on the terms and conditions
      set forth in this Agreement, to make loans in Dollars to the Borrowers or any
      Additional Borrower pursuant to this Section from time to time in amounts such
      that the Dollar Equivalent of the Revolving Exposure by such Bank at any one
      time outstanding shall not exceed the amount of its Commitment. Each Borrowing
      under this Section shall be in an aggregate principal amount of $10,000,000
      or
      any larger multiple of $1,000,000 (except that any such Borrowing may be in
      the
      aggregate amount available in accordance with Section 3.2(b)) and shall be
      made from the several Banks ratably in proportion to their respective Available
      Commitments. Within the foregoing limits, each Borrower or any Additional
      Borrower may borrow under this Section, repay, or to the extent permitted by
      Section 2.11, prepay Loans and reborrow at any time during the Availability
      Period under this Section.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b) During
      the Availability Period, each Bank severally agrees, on the terms and conditions
      set forth in this Agreement, to make loans in English pounds sterling or euros
      (“Euro
      Loans”)
      to the
      Borrowers or any Additional Borrower pursuant to this Section from time to
      time
      in amounts such that (i) the Dollar Equivalent of the aggregate principal
      amount of Committed Loans by such Bank at any one time outstanding shall not
      exceed the amount of its Commitment and (ii) the Dollar Equivalent of the
      Revolving Exposure by such Bank at any one time outstanding shall not exceed
      the
      amount of its Commitment. All Euro Loans shall be Euro-Currency Loans. Each
      Borrowing under this Section shall be in an aggregate principal amount of the
      Foreign Currency Equivalent of $10,000,000 or any larger multiple of the Foreign
      Currency Equivalent of $1,000,000 (except that any such Borrowing may be in
      the
      aggregate amount available in accordance with Section 3.2(b)) and shall be
      made from the several Banks ratably in proportion to their respective Available
      Commitments. Within the foregoing limits, the Borrowers or any Additional
      Borrower may borrow under this Section, repay, or to the extent permitted by
      Section 2.11, prepay Loans and reborrow at any time during the Availability
      Period under this Section. It is expressly understood and agreed among the
      parties hereto that any and all Euro Loan Borrowings made pursuant to
      Section 2.1(b) hereof shall constitute utilizations of the Banks’
Commitments hereunder and shall reduce the Available Commitment of the Banks
      accordingly.

     

    SECTION
      2.2.  Notice
      of Committed Borrowings.
      Each
      Borrower or any Additional Borrower, as applicable, shall give the
      Administrative Agent notice (a “Notice
      of Committed Borrowing”)
      (x) at its New York address not later than 11:00 A.M. (New York City time)
      on the date of each Base Rate Borrowing, (y) at its New York address not
      later than 11:00 A.M. (New York City time) on the third Euro-Currency Business
      Day before each Euro-Currency Borrowing denominated in Dollars, and (z) in
      the case of Euro Loans, at its London address not later than 10:00 A.M. (London
      time) on the date of each such Euro-Currency Borrowing denominated in euros
      or
      English pounds sterling, specifying:

    

      (a) the
        date
        of such Borrowing, which shall be a Domestic Business Day in the case of
        a Base
        Rate Borrowing or a Euro-Currency Business Day in the case of a Euro-Currency
        Borrowing,

       

    

    (b) the
      aggregate amount of such Borrowing and whether such Borrowing is to be
      denominated in Dollars, English pounds sterling or in euros,

     

    (c) in
      the
      case of Loans to be made in Dollars, whether the Loans comprising such Borrowing
      are to be Base Rate Loans or Euro-Currency Loans, and

     

    (d) in
      the
      case of a Fixed Rate Borrowing, the duration of the Interest Period applicable
      thereto, subject to the provisions of the definition of Interest
      Period.

     

    If
      no
      election as to the pricing of Loans comprising the Borrowing is specified,
      then
      the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period
      is
      specified with respect to any requested Euro-Currency Borrowing, then the
      Borrower shall be deemed to have selected an Interest Period of one month’s
      duration.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.3.  Money
      Market Borrowings.
      (a) The
      Money Market Option.
      In
      addition to Committed Borrowings pursuant to Section 2.1, each Borrower
      may, as set forth in this Section, request that the Banks, during the
      Availability Period, make offers to make Money Market Loans to such Borrower.
      The Banks may, but shall have no obligation to, make such offers and each
      Borrower may, but shall have no obligation to, accept any such offers in the
      manner set forth in this Section.
      Each
      Borrower may request that the Banks make Money Market Loans denominated in
      Dollars or in any Foreign Currency; provided,
      however,
      that at
      no time may a Borrower request that the Banks make Money Market Loans so as
      to
      cause the amount of the Revolving Exposure to exceed the amount of the total
      Commitments.

     

    (b) Money
      Market Quote Request.
      When a
      Borrower wishes to request offers to make Money Market Loans under this Section,
      it shall transmit to the Administrative Agent by facsimile or electronic
      transmission a Money Market Quote Request substantially in the form of Exhibit
      B
      hereto (a “Money
      Market Quote Request”)
      so as
      to be received no later than 11:00 A.M. (New York City time) at the
      Administrative Agent’s New York facsimile number, and, in the case of Money
      Market Loans to be denominated in a Foreign Currency, so as to be received
      no
      later than 11:00 A.M. (London time) at the Administrative Agent’s London
      facsimile number on (x) the fourth Euro-Currency Business Day prior to the
      date of Borrowing proposed therein, in the case of a LIBOR Auction or
      (y) the Domestic Business Day next preceding the date of Borrowing proposed
      therein, in the case of an Absolute Rate Auction (or, in either case, such
      other
      time or date as the applicable Borrower and the Administrative Agent shall
      have
      mutually agreed and shall have notified to the Banks, which date is not later
      than the date of the Money Market Quote Request for the first LIBOR Auction
      or
      Absolute Rate Auction for which such change is to be effective)
      specifying:

     

    (i) the
      proposed date of Borrowing, which shall be a Euro-Currency Business Day in
      the
      case of a LIBOR Auction or an Absolute Rate Auction to be denominated in a
      Foreign Currency or a Domestic Business Day in the case of an Absolute Rate
      Auction to be denominated in Dollars,

     

    (ii) the
      aggregate amount of such Borrowing, which shall be subject to the provisions
      of
      Section 2.3(a) and shall be $10,000,000 (or the Foreign Currency Equivalent
      thereof, in the case of Money Market Loans to be denominated in a Foreign
      Currency) or a larger multiple of $1,000,000 (or the Foreign Currency Equivalent
      thereof, in the case of Money Market Loans to be denominated in a Foreign
      Currency),

     

    (iii) the
      duration of the Interest Period applicable thereto, subject to the provisions
      of
      the definition of Interest Period, 

     

    (iv) whether
      the Money Market Quotes requested are to set forth a Money Market Margin or
      a
      Money Market Absolute Rate;
      and


     

    (v) the
      Applicable Currency in which the proposed Borrowing is to be
      denominated.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Each
      Borrower may request offers to make Money Market Loans for more than one
      Interest Period in a single Money Market Quote Request. No Money Market Quote
      Request shall be given within five Euro-Currency Business Days (or such other
      number of days as the applicable Borrower and the Administrative Agent may
      agree) of any other Money Market Quote Request.

     

    (c) Invitation
      for Money Market Quotes.
      Promptly upon receipt of a Money Market Quote Request, the Administrative Agent
      shall send to the Banks by facsimile or electronic transmission an invitation
      for Money Market Quotes substantially in the form of Exhibit C hereto,
      which shall constitute an invitation by the applicable Borrower to each Bank
      to
      submit Money Market Quotes offering to make the Money Market Loans to which
      such
      Money Market Quote Request relates in accordance with this Section.

     

    (d) Submission
      and Contents of Money Market Quotes.
      (i)
      Each
      Bank may submit a Money Market Quote containing an offer or offers to make
      Money
      Market Loans in response to any Invitation for Money Market Quotes. Each Money
      Market Quote must comply with the requirements of this subsection (d) and must
      be submitted to the Administrative Agent by facsimile or electronic transmission
      at its offices specified in or pursuant to Section 9.1 not later than
      (x) 9:30 A.M. (New York City time or London time, as applicable) on the
      third Euro-Currency Business Day prior to the proposed date of Borrowing, in
      the
      case of a LIBOR Auction or (y) 9:30 A.M. (New York City time or London
      time, as applicable) on the first Euro-Currency Business Day prior to the
      proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
      either case, such other time or date as the applicable Borrower and the
      Administrative Agent shall have mutually agreed and shall have notified to
      the
      Banks not later than the date of the Money Market Quote Request for the first
      LIBOR Auction or Absolute Rate Auction for which such change is to be
      effective); provided
      that
      Money Market Quotes submitted by the Administrative Agent (or any affiliate
      of
      the Administrative Agent) in the capacity of a Bank may be submitted, and may
      only be submitted, if the Administrative Agent or such affiliate notifies the
      applicable Borrower of the terms of the offer or offers contained therein not
      later than 15 minutes prior to the deadline for the other Banks. Subject to
      Articles III and VI, any Money Market Quote so made shall be irrevocable
      except with the written consent of the Administrative Agent given on the
      instructions of the applicable Borrower.

     

    (ii) Each
      Money Market Quote shall be in substantially the form of Exhibit D hereto
      and shall in any case specify:

     

    (A) the
      proposed date of Borrowing,

     

    (B) the
      principal amount of the Money Market Loan for which each such offer is being
      made, which principal amount (w) may be greater than or less than the
      Commitment of the quoting Bank, (x) must be $10,000,000 (or the Foreign
      Currency Equivalent thereof, in the case of Money Market Loans to be denominated
      in a Foreign Currency) or a larger multiple of $1,000,000 (or the Foreign
      Currency Equivalent thereof, in the case of Money Market Loans to be denominated
      in a Foreign Currency), (y) may not exceed the principal amount of Money
      Market Loans for which offers were requested and (z) may be subject to an
      aggregate limitation as to the principal amount of Money Market Loans for which
      offers being made by such quoting Bank may be accepted,

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (C) in
      the
      case of a LIBOR Auction, the margin above or below the applicable London
      Interbank Offered Rate (the “Money
      Market Margin”)
      offered for each such Money Market Loan, expressed as a percentage (specified
      to
      the nearest 1/10,000th of 1%) to be added to or subtracted from such base
      rate,

     

    (D) in
      the
      case of an Absolute Rate Auction, the rate of interest per annum (specified
      to
      the nearest 1/10,000th of 1%) (the “Money
      Market Absolute Rate”)
      offered for each such Money Market Loan, and

     

    (E) the
      identity of the quoting Bank.

     

    A
      Money
      Market Quote may set forth up to five separate offers by the quoting Bank with
      respect to each Interest Period specified in the related Invitation for Money
      Market Quotes.

     

    (iii) Any
      Money
      Market Quote shall be disregarded if it:

     

    (A) is
      not
      substantially in conformity with Exhibit D hereto or does not specify all of
      the
      information required by subsection (d)(ii);

     

    (B) contains
      qualifying, conditional or similar language;

     

    (C) proposes
      terms other than or in addition to those set forth in the applicable Invitation
      for Money Market Quotes; or

     

    (D) arrives
      after the time set forth in subsection (d)(i).

     

    (e) Notice
      to Borrower.
      The
      Administrative Agent shall promptly notify the applicable Borrower of the terms
      (x) of any Money Market Quote submitted by a Bank that is in accordance
      with subsection (d) and (y) of any Money Market Quote that amends, modifies
      or is otherwise inconsistent with a previous Money Market Quote submitted by
      such Bank with respect to the same Money Market Quote Request. Any such
      subsequent Money Market Quote shall be disregarded by the Administrative Agent
      unless such subsequent Money Market Quote is submitted solely to correct a
      manifest error in such former Money Market Quote. The Administrative Agent’s
      notice to the applicable Borrower shall specify (A) the aggregate principal
      amount of Money Market Loans for which offers have been received for each
      Interest Period specified in the related Money Market Quote Request,
      (B) the respective principal amounts and Money Market Margins or Money
      Market Absolute Rates, as the case may be, so offered and (C) if
      applicable, limitations on the aggregate principal amount of Money Market Loans
      for which offers in any single Money Market Quote may be accepted.

     

    (f) Acceptance
      and Notice by Borrower.
      Not
      later than 11:30 A.M. (New York City time or London time, as applicable) on
      (x) the third Euro-Currency Business Day prior to the proposed date of
      Borrowing, in the case of a LIBOR Auction, or (y) the proposed date of
      Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
      other time or date as the applicable Borrower and the Administrative Agent
      shall
      have mutually agreed and shall have notified to the Banks, which date shall
      not
      be later than the date of the Money Market Quote Request for the first LIBOR
      Auction or Absolute Rate Auction for which such change is to be effective),
      the
      applicable Borrower shall notify the Administrative Agent of its acceptance
      or
      non-acceptance of the offers so notified to it pursuant to subsection (e).
      In
      the case of acceptance, such notice (a “Notice
      of Money Market Borrowing”)
      shall
      specify the aggregate principal amount of offers for each Interest Period that
      are accepted. The applicable Borrower may accept any Money Market Quote in
      whole
      or in part; provided
      that:

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (i) the
      aggregate principal amount of each Money Market Borrowing may not exceed the
      applicable amount set forth in the related Money Market Quote
      Request,

     

    (ii) the
      principal amount of each Money Market Borrowing must be $10,000,000 (or the
      Foreign Currency Equivalent thereof, in the case of Money Market Loans to be
      denominated in a Foreign Currency) or a larger multiple of $1,000,000 (or the
      Foreign Currency Equivalent thereof, in the case of Money Market Loans to be
      denominated in a Foreign Currency),

     

    (iii) acceptance
      of offers may only be made on the basis of ascending Money Market Margins or
      Money Market Absolute Rates, as the case may be, and

     

    (iv) neither
      Borrower may accept any offer that is described in subsection (d)(iii) or that
      otherwise fails to comply with the requirements of this Agreement (including
      the
      requirements of the third sentence of Section 2.3(a)).

     

    (g) Allocation
      by Administrative Agent.
      If
      offers are made by two or more Banks with the same Money Market Margins or
      Money
      Market Absolute Rates, as the case may be, for a greater aggregate principal
      amount than the amount in respect of which such offers are accepted for the
      related Interest Period, the principal amount of Money Market Loans in respect
      of which such offers are accepted shall be allocated by the Administrative
      Agent
      among such Banks as nearly as possible (in multiples of $1,000,000 (or the
      Foreign Currency Equivalent thereof, in the case of Money Market Loans to be
      denominated in a Foreign Currency), as the Administrative Agent may deem
      appropriate) in proportion to the aggregate principal amounts of such offers.
      Determinations by the Administrative Agent of the amounts of Money Market Loans
      shall be conclusive in the absence of manifest error.

     

    SECTION
      2.4.  Notice
      to Banks; Funding of Loans.
      (a)
      Upon
      receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify
      each Bank of the contents thereof and of such Bank’s share (if any) of such
      Borrowing and such Notice of Borrowing shall not thereafter be revocable by
      the
      applicable Borrower or Additional Borrower, as the case may be.
      Each
      Bank at its option may make any Loan by causing any domestic or foreign branch
      or Affiliate of such Bank to make such Loan (subject to the provision by such
      branch or Affiliate, prior to such branch or Affiliate receiving any payments
      pursuant to the Loan Documents, of (i) any documentation required pursuant
      to Section 2.15 and (ii) two duly completed copies of United States
      Internal Revenue Service Form W-9, W-8BEN, W-8ECI or W-8IMY (or a successor
      form), as applicable, certifying that, if payments under the Loan Documents
      were
      paid to such branch or Affiliate by a U.S. Borrower, such branch or Affiliate
      would be entitled to receive payments under the Loan Documents without deduction
      or withholding of any United States tax); provided
      that any
      exercise of such option shall not affect the obligation of the applicable
      Borrower or the applicable Additional Borrower to repay such Loan in accordance
      with the terms of this Agreement.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (b) Not
      later
      than 12:30 p.m. (New York City time or London time, as applicable) on the date
      of each Borrowing, each Bank participating therein shall (except as provided
      in
      subsection (c) of this Section) make available its share of such Borrowing,
      in
      Federal or other funds immediately available in New York City or in London,
      as
      applicable, to the Administrative Agent at its address specified in or pursuant
      to Section 9.1 (or, in the case of any Borrowing denominated in a Foreign
      Currency, at such other address as the Administrative Agent may specify from
      time to time by written notice to the applicable Borrower and the Banks). Unless
      the Administrative Agent determines that any applicable condition specified
      in
      Article III has not been satisfied, the Administrative Agent will make the
      funds so received from the Banks available in like funds to the applicable
      Borrower or the applicable Additional Borrower, as the case may be, at the
      Administrative Agent’s aforesaid address. If any Bank makes a new Loan hereunder
      on a day on which the applicable Borrower or the applicable Additional Borrower,
      as the case may be, is to repay all or any part of an outstanding Loan from
      such
      Bank, such Bank shall apply the proceeds of its new Loan to make such repayment
      and only an amount equal to the difference (if any) between the amount being
      borrowed and the amount being repaid shall be made available by such Bank to
      the
      Administrative Agent as provided in subsection (b), or remitted by the
      applicable Borrower or the applicable Additional Borrower to the Administrative
      Agent as provided in Section 2.12, as the case may be.

     

    (c) Unless
      the Administrative Agent shall have received notice from a Bank prior to the
      date (or, if a Base Rate Borrowing, the time) of any Borrowing that such Bank
      will not make available to the Administrative Agent such Bank’s share of such
      Borrowing, the Administrative Agent may assume that such Bank has made such
      share available to the Administrative Agent on the date of such Borrowing in
      accordance with subsection (b) of this Section 2.4 and the Administrative
      Agent may, in reliance upon such assumption, make available to the applicable
      Borrower or the applicable Additional Borrower, as the case may be, on such
      date
      a corresponding amount. If and to the extent that such Bank shall not have
      so
      made such share available to the Administrative Agent, such Bank and such
      Borrower or such Additional Borrower severally agree to repay to the
      Administrative Agent forthwith on demand such corresponding amount together
      with
      interest thereon, for each day from the date such amount is made available
      to
      such Borrower or such Additional Borrower until the date such amount is repaid
      to the Administrative Agent, at a rate per annum equal to (i) in the case
      of amounts denominated in Dollars, the daily average Federal Funds Rate, and
      (ii) in the case of amounts denominated in a Foreign Currency, the daily
      average cost of funding such amount (as reasonably determined by the
      Administrative Agent). A certificate of the Administrative Agent submitted
      to
      any Bank with respect to any amounts owing under this paragraph shall be
      conclusive in the absence of manifest error. If such Bank shall repay to the
      Administrative Agent such corresponding amount, such amount so repaid shall
      constitute such Bank’s Loan included in such Borrowing for purposes of this
      Agreement.

     

    SECTION
      2.5.  Evidence
      of Debt.
      (a)
      Each
      Bank shall maintain in accordance with its usual practice an account or accounts
      evidencing indebtedness of each Borrower and any Additional Borrower to such
      Bank resulting from the Loans of such Bank from time to time, including the
      amounts of principal and interest payable and paid to such Bank from time to
      time under this Agreement.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (b) The
      Administrative Agent shall maintain the Register pursuant to subsection 9.6(g),
      and a subaccount therein for each Bank, in which shall be recorded (i) the
      amount of each Loan made hereunder and each Interest Period applicable thereto,
      (ii) the amount of any principal or interest due and payable or to become
      due and payable from each Borrower and any Additional Borrower to each Bank
      hereunder and (iii) both the amount of any sum received by the
      Administrative Agent hereunder from each Borrower and any Additional Borrower
      and each Bank’s share thereof.

     

    (c) The
      entries made in the Register and the accounts of each Bank maintained pursuant
      to subsection 2.5(b) shall, to the extent permitted by applicable law, be
prima facie
      evidence
      of the existence and amounts of the obligations of each Borrower and any
      Additional Borrower therein recorded; provided,
      however,
      that
      the failure of any Bank or the Administrative Agent to maintain the Register
      or
      any such account, or any error therein, shall not in any manner affect the
      obligation of each Borrower or any Additional Borrower to repay (with applicable
      interest) any Loans made to such Borrower or such Additional Borrower by such
      Bank in accordance with the terms of this Agreement.

     

    (d) Each
      Borrower and each Additional Borrower agrees that, upon the request to the
      Administrative Agent by any Bank, such Borrower or such Additional Borrower
      will
      execute and deliver to such Bank a single Note of such Borrower or such
      Additional Borrower, as the case may be, evidencing any Loans of such
      Bank.

     

    SECTION
      2.6.  Maturity
      of Loans.
      Each
      Loan included in any Borrowing shall mature, and the principal amount thereof
      shall be due and payable, on the Termination Date.

     

    SECTION
      2.7.  Interest
      Rates.
      (f)
      Each
      Base Rate Loan shall bear interest on the outstanding principal amount thereof,
      for each day from the date such Loan is made until it becomes due, at a rate
      per
      annum equal to the sum of the Base Rate for such day plus
      the
      applicable Base Rate Margin. Such interest shall be payable quarterly in arrears
      on the last Domestic Business Day of each calendar quarter ending on March
      31,
      June 30, September 30 and December 31 of each year and upon the date of
      termination of the Commitments in their entirety. The Base Rate Margin will
      be
      (i) initially determined for any Base Rate Loan on the same date as the
      relevant Notice of Borrowing for such Base Rate Loan and (ii) reset on the
      first Domestic Business Day of each calendar quarter ending on March 31, June
      30, September 30 and December 31 of each year. Any overdue principal of or
      interest on any Base Rate Loan shall bear interest, payable on demand, for
      each
      day until paid at a rate per annum equal to the sum of 2% plus the rate
      otherwise applicable to Base Rate Loans for such day. 

     

    (b) Each
      Euro-Currency Loan shall bear interest on the outstanding principal amount
      thereof, for the Interest Period applicable thereto, at a rate per annum equal
      to the sum of the Euro-Currency Margin plus
      the
      applicable Adjusted London Interbank Offered Rate. Such interest shall be
      payable for each Interest Period on the last day thereof and, if such Interest
      Period is longer than three months, at intervals of three months after the
      first
      day thereof.
      The
      Euro-Currency Margin (as set forth in Section 2.7(f)) shall be a rate per
      annum expressed as a percentage of the Index. The Euro-Currency Margin will
      be
      (i) initially determined (A) for any Euro-Currency Loan denominated in
      Dollars, two Euro-Currency Business Days prior to the date of such Euro-Currency
      Loan and (B) for any Euro-Currency Loan denominated in a Foreign Currency,
      one Euro-Currency Business Day prior to the date of such Euro-Currency Loan
      and
      (ii)(A) in the case of any Euro-Currency Loans with an Interest Period of
      three months or less, reset at the beginning of each successive Interest Period
      for such Euro-Currency Loan and (B) in the case of any Euro-Currency Loans
      with an Interest Period greater than three months, reset at the end of each
      successive three-month period. Notwithstanding
      the foregoing, in no case shall the applicable Euro-Currency Margin for any
      Euro-Currency Loan be less than 0.500%. Any overdue principal of or interest
      on
      any Euro-Currency Loan shall bear interest, payable on demand, for each day
      from
      and including the date payment thereof was due to but excluding the date of
      actual payment, at a rate per annum equal to the sum of 2% plus the sum of
      the
      Euro-Currency Margin plus the Adjusted London Interbank Offered Rate applicable
      to such Loan.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    The
      “Adjusted London Interbank Offered Rate” applicable to any Interest Period means
      a rate per annum equal to the quotient obtained (rounded upward, if necessary,
      to the next higher 1/100th of 1%) by dividing (i) the applicable London
      Interbank Offered Rate by (ii) 1.0 minus the Euro-Currency Reserve
      Percentage.

     

    The
      “London Interbank Offered Rate” applicable to any Euro-Currency Borrowing for
any Interest Period means the rate appearing on the relevant page of the Reuters
      screen (or on any successor or substitute page of such service, or any successor
      to or substitute for such service, as determined by the Administrative Agent
      from time to time for purposes of providing quotations of interest rates
      applicable to deposits in the Applicable Currency in the London interbank
      market) at approximately 11:00 A.M., London time, (a) in the case of
      Borrowings denominated in Dollars, two Euro-Currency Business Days prior to
      the
      commencement of such Interest Period, and (b) in the case of Borrowings
      denominated in English pounds sterling, on the same Euro-Currency Business
      Day
      as the commencement of such Interest Period, in each case, as the rate for
      deposits in the Applicable Currency with a maturity comparable to such Interest
      Period. In the event that such rate is not available at such time for any
      reason, and, in any event, in the case of euro-denominated Loans, then the
      “London Interbank Offered Rate” with respect to such Interest Period shall be
      the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which
      deposits of $5,000,000 (or the Foreign Currency Equivalent thereof, in the
      case
      of a Foreign Currency) 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, (i) in the case of Borrowings denominated in
      Dollars, two Euro-Currency Business Days prior to the commencement of such
      Interest Period and (ii) in the case of Borrowings denominated in a Foreign
      Currency, on the same Euro-Currency Business Day as the commencement of such
      Interest Period.

     

    “Euro-Currency
      Reserve Percentage” means for any day as applied to a Euro-Currency Loan, the
      aggregate (without duplication) of the maximum rates (expressed as a decimal
      fraction) of reserve requirements in effect on such day (including basic,
      supplemental, marginal and emergency reserves under any regulations of the
      Board
      or any other Governmental Authority having jurisdiction with respect thereto)
      dealing with reserve requirements prescribed for eurocurrency funding (currently
      referred to as “Eurocurrency Liabilities” in Regulation D of the Board). The
      Adjusted London Interbank Offered Rate shall be adjusted automatically on and
      as
      of the effective date of any change in the Euro-Currency Reserve Percentage.
      The
      Banks acknowledge and agree that the Euro-Currency Reserve Percentage on the
      date hereof is 0%.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (c) If
      the
      Index is unavailable, IR Parent and the Banks will negotiate in good faith
      to
      agree on an alternative method for establishing the applicable Euro-Currency
      Margin. Until the earlier of (i) the time at which such an alternative
      method is agreed upon or (ii) thirty days after the date on which the Index
      became unavailable (such thirty-day period, the “Negotiation
      Period”),
      the
      interest payable per annum will be (A) in the case of Base Rate Loans, the
      Base Rate plus
      the
      applicable Base Rate Margin (based upon the applicable Euro-Currency Margin
      calculated using the last available quote of the Index) and (B) in the case
      of Euro-Currency Loan, at the option of the applicable Borrower, either
      (I) the applicable Adjusted London Interbank Offered Rate plus
      the
      applicable Euro-Currency Margin calculated using the last available quote of
      the
      Index or (II) the Base Rate plus
      the
      applicable Base Rate Margin (based upon the applicable Euro-Currency Margin
      calculated using the last available quote of the Index), in which case such
      Euro-Currency Loans will convert to Base Rate Loans. If no such alternative
      method is agreed upon during the Negotiation Period, Euro-Currency Loans will
      convert to Base Rate Loans and the interest rate per annum will be the Base
      Rate
      for all Euro-Currency Loans and Base Rate Loans outstanding under this
      Agreement. Euro-Currency Loans will convert, and the Base Rate will become
      effective with respect to those Loans, on the first date after the Negotiation
      Period on which the interest rate applicable to any such Euro-Currency Loans
      rolls over or resets.

     

    (d) Each
      Money Market LIBOR Loan shall bear interest on the outstanding principal amount
      thereof, for the Interest Period applicable thereto, at a rate per annum equal
      to the sum of the London Interbank Offered Rate for such Interest Period
      (determined in accordance with Section 2.7(b) as if the related Money
      Market LIBOR Borrowing were a Committed Euro-Currency Borrowing) plus (or minus)
      the Money Market Margin quoted by the Bank making such Loan in accordance with
      Section 2.3. Each Money Market Absolute Rate Loan shall bear interest on
      the outstanding principal amount thereof, for the Interest Period applicable
      thereto, at a rate per annum equal to the Money Market Absolute Rate quoted
      by
      the Bank making such Loan in accordance with Section 2.3. Such interest
      shall be payable for each Interest Period on the last day thereof and, if such
      Interest Period is longer than three months, at intervals of three months after
      the first day thereof. Any overdue principal of or interest on any Money Market
      Loan shall bear interest, payable on demand, for each day until paid at a rate
      per annum equal to the sum of 2% plus the Prime Rate for such day.

     

    (e) The
      Administrative Agent shall determine each interest rate applicable to the Loans
      hereunder. The Administrative Agent shall give prompt notice to the Borrowers
      and the participating Banks of each rate of interest so determined, and its
      determination thereof shall be conclusive in the absence of manifest
      error.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (f) Each
      of
“Euro-Currency Margin” and the “Commitment Fee Rate” means, for any day, the
      percentage set forth below in
      the
      column below such term and in the row corresponding to the “Level” in effect for
      IR Parent on such day:

    

      
        	 
	 	
                IR
                  Parent Ratings

              	 	
                Applicable

              	 	 
	
                Level

              	 	
                Moody’s

              	 	
                S&P

              	 	
                Euro-Currency Margin

              	 	
                Commitment
                  Fee Rate

              
	
                I

              	 	
                A2
                  (or higher)

              	 	
                A
                  (or higher)

              	 	
                50%
                  of Index

              	 	
                0.080%

              
	
                II

              	 	
                A3

              	 	
                A-

              	 	
                55%
                  of Index

              	 	
                0.100%

              
	
                III

              	 	
                Baa1

              	 	
                BBB+

              	 	
                60%
                  of Index

              	 	
                0.125%

              
	
                IV

              	 	
                Baa2

              	 	
                BBB

              	 	
                100%
                  of Index

              	 	
                0.150%

              
	
                V

              	 	
                Baa3

              	 	
                BBB-

              	 	
                125%
                  of Index

              	 	
                0.175%

              
	
                VI

              	 	
                Lower

              	 	
                Lower

              	 	
                150%
                  of Index

              	 	
                0.250%

              


      

    

     

    ;
      provided
      that,
      (i)  in the case of split Ratings from S&P and Moody’s, the Rating to
      be used to determine the applicable Level shall be the higher of the two
      Ratings, or if the Ratings differ by more than one Level as indicated above,
      the
      Rating to be used to determine the applicable Level shall be the Rating one
      below the higher of the two Ratings, (ii) if only one Rating exists, IR
      Parent may have its debt rated by a substitute nationally-recognized rating
      agency reasonably acceptable to the Administrative Agent; until the issuance
      of
      such rating, the applicable Euro-Currency Margin and the Commitment Fee Rate
      shall be determined by reference to the Level corresponding to the Rating that
      is one Level lower than the Level corresponding to the available Rating,
      (iii) if no Ratings exist, the applicable Level shall be Level VI, and
      (iv) if any Rating shall be changed (other than as a result of a change in
      the rating system of the applicable rating agency), such change shall be
      effective as of the date on which it is first announced by the rating agency
      making such change. Each such change in the applicable Euro-Currency Margin
      or
      the Commitment Fee Rate shall apply to all outstanding Euro-Currency Loans
      and
      Base Rate Loans and to all commitment fees accruing 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
      any rating agency shall change, the applicable Borrower and the Banks party
      hereto shall negotiate in good faith to amend the references to specific Ratings
      in this subsection 2.7(f) to reflect such changed rating system.

     

    SECTION
      2.8.  Fees.
      (a)  The
      Borrowers shall pay to the Administrative Agent for the account of the Banks
      a
      commitment fee, which shall accrue at the applicable Commitment Fee Rate, as
      set
      forth in Section 2.7(f), on the daily unused amount of the Commitment of
      each Bank during the period from and including the date hereof to but excluding
      the date on which such Commitment terminates. Accrued commitment fees shall
      be
      payable quarterly in arrears on each March 31, June 30, September 30 and
      December 31 of each year, commencing on the first such date to occur after
      the
      date of this Agreement, and upon the date of termination of the Commitments
      in
      their entirety. All commitment 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).

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (b) The
      Borrowers agree to pay to
      the
      Administrative Agent for the account of each Bank a participation fee, payable
      in Dollars, with respect to its participations in Letters of Credit, which
      shall
      accrue at the applicable Euro-Currency Margin as set forth in
      Section 2.7(f) on the average daily amount of the Dollar Equivalent of such
      Bank’s LC Exposure during the period from and including the Effective Date to
      but excluding the later of the date on which such Bank’s Commitment terminates
      and the date on which such Bank ceases to have any LC Exposure. If
      the
      Index, which is used to calculate the applicable Euro-Currency Margin, is
      unavailable, participation fees shall be equal to (i) during the
      Negotiation Period, the applicable Euro-Currency Margin calculated using the
      last available quote of the Index
      and
      (ii) in the event that no
      alternative method for establishing the applicable Euro-Currency Margin is
      agreed upon between IR Parent and the Banks, 2.000%. The Borrowers also agree
      to
      pay to the Issuing Bank a fronting fee, which shall accrue at a rate of 0.125%
      per annum or such rate as shall be mutually agreed upon by the applicable
      Borrower and the Issuing Bank on the daily aggregate amount of outstanding
      Letters of Credit during the period from and including the Effective Date to
      but
      excluding the later of the date of termination of the Commitments and the date
      on which there ceases to be any LC Exposure, as well as the Issuing Bank’s
      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 Domestic
      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 Commitments terminate and
      any such fees accruing after the date on which the 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).

     

    SECTION
      2.9.  Optional
      Termination or Reduction of Commitments.
      During
      the Availability Period, the Borrowers may, upon at least three Domestic
      Business Days’ notice to the Administrative Agent (which shall give prompt
      notice thereof to each Bank), (i) terminate the Commitments at any time, if
      no Loans are outstanding at such time or (ii) ratably reduce from time to
      time by a minimum aggregate amount of $5,000,000 (or the Foreign Currency
      Equivalent thereof, in the case of Euro Loans) or any multiple of $1,000,000
      (or
      the Foreign Currency Equivalent thereof, in the case of Euro Loans) in excess
      thereof, the aggregate amount of the Commitments; provided
      that any
      outstanding principal amount of Loans that would exceed the aggregate amount
      of
      the Commitments after any such reduction must be prepaid at the time of such
      reduction, together with any related any amounts payable under Section 2.13
      in connection therewith. Any termination or reduction of the Commitments shall
      be permanent.

     

    SECTION
      2.10.  Mandatory
      Termination of Commitments;
      Mandatory Prepayments.
      (a)  The
      Commitments shall terminate on the Termination Date, and any Loans then
      outstanding (together with accrued interest thereon) shall be due and payable
      on
      such date.

     

    (b) If,
      on
      any day, the Dollar Equivalent of Revolving Exposure exceeds 105% of the
      aggregate Commitments on such date, the Borrowers and any Additional Borrowers
      shall, within five Euro-Currency Business Days, prepay sufficient outstanding
      Loans in an aggregate principal amount (together with interest accrued to the
      date of such prepayment on the principal so prepaid and any amounts payable
      under Section 2.13 in connection therewith) such that, after giving effect
      thereto, the Dollar Equivalent of Revolving Exposure does not exceed the
      aggregate Commitments on such date.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.11.  Optional
      Prepayments.
      (a)
      Each
      Borrower or any Additional Borrower may (i) upon at least one Domestic
      Business Day’s notice to the Administrative Agent, prepay any Base Rate
      Borrowing (or any Money Market Borrowing bearing interest at the Base Rate
      pursuant to Section 8.1) and (ii) upon at least three Euro-Currency
      Business Days’ notice to the Administrative Agent, subject to Section 2.13,
      prepay any Euro-Currency Borrowing, in whole at any time, or from time to time
      in part, by paying the principal amount to be prepaid together with accrued
      interest thereon to the date of prepayment and any
      related any amounts payable under Section 2.13 in connection therewith;
provided
      that any
      such partial prepayment shall be in the amount of $5,000,000 (or the Foreign
      Currency Equivalent thereof, in the case of Foreign Currency Loans) or any
      multiple of $1,000,000 (or the Foreign Currency Equivalent thereof, in the
      case
      of Foreign Currency Loans) in excess thereof. Each such optional prepayment
      shall be applied to prepay ratably the Loans of the several Banks included
      in
      such Borrowing.

     

    (b) Except
      as
      provided in clause (i) of Section 2.11(a), any Borrower and any Additional
      Borrowers may not prepay all or any portion of the principal amount of any
      Money
      Market Loan prior to the maturity thereof.

     

    (c) Upon
      receipt of a notice of prepayment pursuant to this Section, the Administrative
      Agent shall promptly notify each Bank of the contents thereof and of such Bank’s
      ratable share (if any) of such prepayment and such notice shall not thereafter
      be revocable by the applicable Borrower or the applicable Additional Borrower,
      as the case may be.

     

    SECTION
      2.12.  General
      Provisions as to Payments.
      (a)  Each
      Borrower and each Additional Borrower, as applicable, shall make each payment
      required to be made by it hereunder (whether of principal, interest on the
      Loans, fees or
      amounts payable under Sections 2.13, 2.15, 2.17, 8.3
      or
      9.3, or otherwise) without set-off, counterclaim or deduction of any kind (in
      each case, unless required by law or otherwise by this Agreement), not later
      than 12:00 Noon (New York City time) on the date when due, in Federal or other
      funds immediately available in New York City, to the Administrative Agent at
      its
      New York address referred to in Section 9.1,
      except
      that payments pursuant to Sections 2.13, 2.15, 2.17, 8.3 or 9.3 shall be
      made directly to the Persons entitled thereto;
      provided
      that any
      such payments made in respect of Euro Loans or other Loans denominated in a
      Foreign Currency shall be made not later than 12:00 Noon (London time) on the
      date when due, in funds immediately available in London in the applicable
      Foreign Currency, to the Administrative Agent at its London address referred
      to
      in Section 9.1, except
      that payments pursuant to Sections 2.13, 2.15, 2.17, 8.3 or 9.3 shall be
      made directly to the Persons entitled thereto.
      The
      Administrative Agent will promptly distribute to each Bank its ratable share
      of
      each such payment received by the Administrative Agent for the account of the
      Banks. Whenever any payment of principal of, or interest on, the Base Rate
      Loans
      or of fees shall be due on a day which is not a Domestic Business Day, the
      date
      for payment thereof shall be extended to the next succeeding Domestic Business
      Day. Whenever any payment of principal of, or interest on, the Euro-Currency
      Loans shall be due on a day which is not a Euro-Currency Business Day, the
      date
      for payment thereof shall be extended to the next succeeding Euro-Currency
      Business Day unless such Euro-Currency Business Day falls in another calendar
      month, in which case the date for payment thereof shall be the next preceding
      Euro-Currency Business Day. Whenever any payment of principal of, or interest
      on, the Money Market Loans shall be due on a day which is not a Euro-Currency
      Business Day, the date for payment thereof shall be extended to the next
      succeeding Euro-Currency Business Day, provided
      that in
      the case of Money Market Loans denominated in Dollars, whenever any payment
      of
      principal of, or interest on, such Dollar-denominated Money Market Loans shall
      be due on a day which is not a Domestic Business Day, the date for payment
      thereof shall be extended to the next succeeding Domestic Business Day. If
      the
      date for any payment of principal is extended by operation of law or otherwise,
      interest thereon shall be payable for such extended time.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (b) Unless
      the Administrative Agent shall have received notice from the relvant Borrower
      or
      the relevant Additional Borrower prior to the date on which any payment is
      due
      to the Banks hereunder that such Borrower or such Additional Borrower will
      not
      make such payment in full, the Administrative Agent may assume that such
      Borrower or such Additional Borrower has made such payment in full to the
      Administrative Agent on such date and the Administrative Agent may, in reliance
      upon such assumption, cause to be distributed to each Bank on such due date
      an
      amount equal to the amount then due such Bank. If and to the extent that such
      Borrower or such Additional Borrower shall not have so made such payment, each
      Bank shall repay to the Administrative Agent forthwith on demand such amount
      distributed to such Bank together with interest thereon, for each day from
      the
      date such amount is distributed to such Bank until the date such Bank repays
      such amount to the Administrative Agent, at a rate per annum equal to
      (i) in the case of amounts denominated in Dollars, the daily average
      Federal Funds Rate, and (ii) in the case of amounts denominated in a
      Foreign Currency, the daily average cost of funding such amount (as determined
      by the Administrative Agent).

     

    SECTION
      2.13.  Funding
      Losses.
      If
      either Borrower or any Additional Borrower makes any payment of principal with
      respect to any Fixed Rate Loan (pursuant to Section 2.11, Article VI
      or VIII or otherwise, but not pursuant to Section 8.2) on any day other
      than the last day of the Interest Period applicable thereto, if either Borrower
      or any Additional Borrower fails to borrow any Fixed Rate Loans after notice
      has
      been given to any Bank in accordance with Section 2.4(a) or 2.19 or if
      either Borrower or any Additional Borrower fails to prepay any Fixed Rate Loans
      after notice has been given to any Bank in accordance with Section 2.11(c),
      such Borrower or such Additional Borrower shall reimburse each Bank within
      30
      days after demand for any resulting loss or expense incurred by it (or by an
      existing or prospective Participant in the related Loan), including (without
      limitation) any loss incurred in obtaining, liquidating or employing deposits
      from third parties, but excluding loss of margin for the period after any such
      payment or failure to borrow or prepay, provided
      that
      such Bank shall have delivered to such Borrower or such Additional Borrower
      a
      certificate setting forth the calculation of the amount of such loss or expense,
      which certificate shall be conclusive in the absence of manifest
      error.

     

    SECTION
      2.14.  Computation
      of Interest and Fees.
      Interest based on the Prime Rate and interest and fees based on amounts
      denominated in English pounds sterling hereunder shall be computed on the basis
      of a year of 365 days (or 366 days in a leap year) and paid for the actual
      number of days elapsed (including the first day but excluding the last day).
      Except as set forth in Section 2.8, all other interest and fees shall be
      computed on the basis of a year of 360 days and paid for the actual number
      of
      days elapsed (including the first day but excluding the last day).

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.15.  Taxes.
      

     

    (a) Any
      and
      all payments by or on account of any obligation of each Borrower and each
      Additional Borrower hereunder shall be made free and clear of and without
      deduction for any Indemnified Taxes or Other Taxes; provided
      that if
      such Borrower or such Additional 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 or the applicable Bank receives an
      amount equal to the sum it would have received had no such deductions been
      made,
      (ii) such Borrower or such Additional Borrower shall make such deductions
      and (iii) such Borrower or such Additional Borrower shall pay the full
      amount deducted to the relevant Governmental Authority in accordance with
      applicable law. 

     

    (b) In
      addition, each Borrower and each Additional Borrower shall pay any Other Taxes
      to the relevant Governmental Authority in accordance with applicable
      law.

     

    (c) Each
      Borrower and each Additional Borrower shall indemnify the Administrative Agent
      and each Bank, within 10 days after written demand therefor, for the full
      amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent
      or such Bank, as the case may be, on or with respect to any payment by or on
      account of any obligation of such Borrower or such Additional 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 either Borrower or any Additional
      Borrower by a Bank or by the Administrative Agent, on its own behalf or on
      behalf of any Bank, shall be conclusive absent manifest error.

     

    (d) As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by either
      Borrower or any Additional Borrower to a Governmental Authority, such Borrower
      or such Additional 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 Bank that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which the applicable Borrower or
      applicable Additional Borrower is located, or any treaty to which such
      jurisdiction is a party, with respect to payments under this Agreement shall
      deliver to such Borrower or such Additional Borrower (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 such Borrower or such Additional Borrower as will permit
      such payments to be made without withholding or at a reduced rate, provided
      that
      such Foreign Bank has received written notice from such Borrower, such
      Additional Borrower or the Administrative Agent, as the case may be, advising
      it
      of the availability of such exemption or reduction and supplying all applicable
      documentation. Prior
      to
      receiving any payments pursuant to the Loan Documents, each Bank that provides
      Loans on the Closing Date shall provide two duly completed copies of United
      States Internal Revenue Service Form W-9, W-8BEN, W-8ECI or W-8IMY (or a
      successor form), as applicable, certifying that, if payments under the Loan
      Documents were paid to such Bank by a U.S. Borrower, such Bank would be entitled
      to receive payments under the Loan Documents without deduction or withholding
      of
      any United States tax.

     

    
      
        
        

      

      
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    (f) If
      the
      Administrative Agent or any Bank determines, in its sole, reasonable discretion,
      that it has received a refund of any Taxes or Other Taxes as to which it has
      been indemnified by either Borrower or any Additional Borrower or with respect
      to which either Borrower or any Additional Borrower has paid additional amounts
      pursuant to this Section, it shall pay over such refund to such Borrower or
      such
      Additional Borrower (but only to the extent of indemnity payments made, or
      additional amounts paid, by such Borrower or such Additional Borrower under
      this
      Section with respect to the Taxes or Other Taxes giving rise to such refund),
      net of all out-of-pocket expenses of the Administrative Agent or such Bank
      and
      without interest (other than any interest paid by the relevant Governmental
      Authority with respect to such refund); provided,
      that
      such Borrower or such Additional Borrower, upon the request of the
      Administrative Agent or such Bank, agrees to repay the amount paid over to
      such
      Borrower or such Additional Borrower (plus any penalties, interest or other
      charges imposed by the relevant Governmental Authority) to the Administrative
      Agent or such Bank in the event the Administrative Agent or such Bank is
      required to repay such refund to such Governmental Authority. This Section
      shall
      not be construed to require the Administrative Agent or any Bank to make
      available its tax returns (or any other information relating to its taxes which
      it deems confidential) to either Borrower, any Additional Borrower or any other
      Person.

     

    SECTION
      2.16.  Additional
      Borrowers.
      (a)  On
      or after the Effective Date, the Borrowers may designate any wholly-owned
      Subsidiary of IR Parent or any wholly-owned Subsidiary of IR Global as an
      Additional Borrower by delivery to the Administrative Agent, at least ten
      Domestic Business Days prior to such designation, of (i) an Additional
      Borrower Agreement executed by such Subsidiary and the Borrowers, substantially
      in the form of Exhibit H hereto (each, an “Additional
      Borrower Agreement”)
      and
      (ii) a favorable written opinion (addressed to the Administrative Agent and
      the Banks) of counsel of such Subsidiary or Subsidiaries (which opinion shall
      be
      reasonably satisfactory to the Administrative Agent). Upon delivery of the
      above-mentioned documents, such Subsidiary shall for all purposes of this
      Agreement be an Additional Borrower and a party to this Agreement. Promptly
      following receipt of any Additional Borrower Agreement, the Administrative
      Agent
      shall send a copy thereof to each Bank.

     

    (b) 
      As soon
      as practicable after receiving notice from the Borrowers or the Administrative
      Agent of the Borrowers’ intent to designate a Subsidiary as an Additional
      Borrower, and in any event at least five Domestic Business Days prior to the
      delivery of an executed Additional Borrower Agreement to the Administrative
      Agent pursuant to Section 2.16(a), for an Additional Borrower that is organized
      under the laws of a jurisdiction other than of the United States, or a political
      subdivision thereof, or of Bermuda, any Bank that may not legally lend to,
      establish credit for the account of and/or do any business whatsoever with
      such
      Additional Borrower directly or through an Affiliate of such Bank, as provided
      in Section 2.4(a), (a “Protesting
      Bank”)
      shall
      so notify the Borrowers and the Administrative Agent in writing. With respect
      to
      each Protesting Bank, the Borrowers shall, effective on or before the date
      that
      such Additional Borrower shall have the right to borrow hereunder, either
      (i) notify the Administrative Agent and such Protesting Bank that the
      Commitments of such Protesting Bank shall be terminated; provided
      that
      such Protesting Bank shall have received payment of an amount equal to the
      outstanding principal of its Loans and/or unreimbursed Letters of Credit
      obligations, accrued interest thereon, accrued fees and all other amounts
      payable to it hereunder, (ii) substitute such Protesting Bank in accordance
      with the provisions of Section 8.5 hereof or (iii) cancel the request to
      designate such Subsidiary as an “Additional Borrower” hereunder.

     

    
      
        
        

      

      
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    SECTION
      2.17.  Additional
      Borrower Costs.
      (a)  If
      the cost to any Bank of making or maintaining any Loan to an Additional Borrower
      is increased, or the amount of any sum received or receivable by any Bank
(or
      its
      Applicable Lending Office) is
      reduced, by an amount deemed by such Bank to be material, by reason of the
      fact
      that such Additional Borrower is organized under the laws of, or principally
      conducts its business in, a jurisdiction or jurisdictions outside the United
      States of America, the Borrowers and such Additional Borrower shall indemnify
      such Bank for such increased cost or reduction within 30 days after demand
      by
      such Bank (with a copy to the Administrative Agent). A certificate of such
      Bank
      claiming compensation under this subsection (a) and setting forth the additional
      amount or amounts to be paid to it hereunder, together with calculations in
      reasonable detail supporting such amounts, shall be conclusive in the absence
      of
      clearly demonstrable error. Except for increased costs or reductions in amounts
      receivable required by applicable law or regulation in existence at the time
      that an Additional Borrower joins this Agreement and notified to the Borrowers
      at least two Domestic Business Days prior to the effectiveness of the
      designation of the applicable Additional Borrower, no such compensation may
      be
      claimed (i) in respect of any Committed Loan for any period prior to the
      date 60 days before the date of notice by such Bank to the Borrower of its
      intention to make claims therefore or (ii) to the extent such Bank was
      aware of such cost or reduction at the time the related Loan was made.


     

    (b) Each
      Bank
      will promptly notify the Borrowers and the Administrative Agent of any event
      of
      which it has knowledge that will entitle such Bank to additional interest or
      payments pursuant to the foregoing subsection (a) and will designate a different
      Applicable Lending Office, if, in the judgment of such Bank, such designation
      will avoid the need for, or reduce the amount of, such compensation and will
      not
      be otherwise disadvantageous to such Bank.

     

    SECTION
      2.18.  Letters
      of Credit.

     

    (a) General.
      Subject
      to the terms and conditions set forth herein, either Borrower or any Additional
      Borrower may request the issuance of Letters of Credit for its own account,
      in a
      form reasonably acceptable to the Administrative Agent and the Issuing Bank,
      at
      any time and from time to time during the Availability 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 either Borrower or any Additional Borrower to, or entered
      into by either Borrower or any Additional Borrower with, the Issuing Bank
      relating to any Letter of Credit, the terms and conditions of this Agreement
      shall control.

     

    
      
        
        

      

      
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    (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), either Borrower or any Additional
      Borrower shall hand deliver or telecopy (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 Domestic 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
      currency in which the Letter of Credit shall be denominated, the name and
      address of the beneficiary thereof and such other information as shall be
      necessary to prepare, amend, renew or extend such Letter of Credit. If requested
      by the Issuing Bank, such Borrower or such Additional Borrower also shall submit
      a letter of credit application on the Issuing Bank’s standard form in connection
      with 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 or such Additional Borrower
      shall be deemed to represent and warrant that), after giving effect to such
      issuance, amendment, renewal or extension (i) the Dollar Equivalent of the
      LC Exposure shall not exceed $200,000,000 and (ii) the sum of the Dollar
      Equivalent of the total Loans plus the Dollar Equivalent of the LC Exposure
      shall not exceed the total Commitments. The Issuing Bank shall not issue, amend,
      renew or extend a Letter of Credit if notice has been given to such Issuing
      Bank
      by the Administrative Agent or the Required Banks that a Default or Event of
      Default has occurred and is continuing. The Issuing Bank shall provide to the
      Administrative Agent and, in turn, the Administrative Agent shall provide to
      the
      Banks a monthly update, in accordance with customary practices, of total LC
      Exposures, it being understood that the obligations of the Banks shall not
      be
      subject to the receipt of such update. 

     

    (c) Expiration
      Date.
      Each
      Letter of Credit shall expire at or prior to the earlier of (i) one year
      after the date of issuance and (ii) the close of business on the date that
      is five Domestic Business Days prior to the 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 Banks, the Issuing Bank hereby grants to each Bank, and each Bank
      hereby acquires from the Issuing Bank, a participation in such Letter of Credit
      equal to such Bank’s Applicable Percentage of the aggregate amount available to
      be drawn under such Letter of Credit. In consideration and in furtherance of
      the
      foregoing, each Bank hereby absolutely and unconditionally agrees to pay to
      the
      Administrative Agent, for the account of the Issuing Bank, such Bank’s
      Applicable Percentage of the Dollar Equivalent of each LC Disbursement made
      by
      the Issuing Bank and not reimbursed by either Borrower or any Additional
      Borrower, as applicable, on the date due as provided in paragraph (e) of this
      Section, or of any reimbursement payment required to be refunded to either
      Borrower or any Additional Borrower for any reason. Each Bank 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 Commitments, and that each such payment
      shall
      be made without any offset, abatement, withholding or reduction
      whatsoever.

     

    
      
        
        

      

      
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    (e) Reimbursement.
      If the
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      either Borrower or any Additional Borrower, as applicable, shall reimburse
      such
      LC Disbursement by paying to the Administrative Agent an amount equal to such
      LC
      Disbursement in Dollars or (subject to the immediately succeeding sentence)
      the
      applicable Foreign Currency, not later than 12:00 noon, New York City time,
      on
      the Domestic Business Day immediately following the Domestic Business Day that
      such LC Disbursement is made (the “Disbursement
      Date”),
      if
      such Borrower or such Applicable Borrower shall have received notice of such
      LC
      Disbursement prior to 3:00 p.m., New York City time, on the Disbursement Date,
      or, if such notice has not been received by such Borrower or such Additional
      Borrower prior to such time on such date, then not later than 12:00 noon, New
      York City time, on (i) the Domestic Business Day immediately following the
      Domestic Business Day that such Borrower or such Additional Borrower, as
      applicable, receives such notice, if such notice is received prior to 3:00
      p.m.,
      New York City time, on the day of receipt, or (ii) within two Domestic
      Business Days immediately following the day that such Borrower or such
      Additional Borrower receives such notice, if such notice is not received prior
      to 3:00 p.m., New York City time, on the day of receipt; provided
      that, if
      such LC Disbursement is not less than $10,000,000 (or the equivalent amount
      a
      Foreign Currency), such Borrower or such Additional Borrower may, subject to
      the
      conditions to borrowing set forth herein, request in accordance with Section
      2.2
      or 2.3 that such payment be financed with a Base Rate Loan, Euro-Currency Loan
      or Money Market Loan in an equivalent amount and, to the extent so financed,
      such Borrower’s or such Additional Borrower’s obligation to make such payment
      shall be discharged and replaced by the resulting Base Rate Loan, Euro-Currency
      Loan or Money Market Loan. If either Borrower or any Additional Borrower fails
      to make such payment when due, (i) if such payment relates to a Letter of
      Credit denominated in a Foreign Currency, automatically and with no further
      action required, such Borrower’s or such Additional Borrower’s obligation to
      reimburse the applicable LC Disbursement shall be permanently converted into
      an
      obligation to reimburse the Dollar Equivalent, calculated using the Exchange
      Rates on the date when such payment was due, of such LC Disbursement and
      (ii) the Administrative Agent shall notify each Bank of the applicable LC
      Disbursement, the Dollar Equivalent thereof (if such LC Disbursement relates
      to
      a Letter of Credit denominated in a Foreign Currency) and the payment then
      due
      from either Borrower or any Additional Borrower in respect thereof and such
      Bank’s Applicable Percentage thereof. Promptly following receipt of such notice,
      each Bank shall pay to the Administrative Agent in Dollars its Applicable
      Percentage of the payment then due from either Borrower or any Additional
      Borrower (determined as provided in clause (i) above, if such payment relates
      to
      a Letter of Credit denominated in a Foreign Currency), in the same manner as
      provided in Section 2.4 with respect to Loans made by such Bank (and
      Section 2.4 shall apply, mutatis mutandis,
      to the
      payment obligations of the Banks), and the Administrative Agent shall promptly
      pay to the Issuing Bank in Dollars the amounts so received by it from the Banks.
      Promptly following receipt by the Administrative Agent of any payment from
      either Borrower or any Additional Borrower pursuant to this paragraph, the
      Administrative Agent shall distribute such payment to the Issuing Bank or,
      to
      the extent that Banks have made payments pursuant to this paragraph to reimburse
      the Issuing Bank, then to such Banks and the Issuing Bank as their interests
      may
      appear. Any payment made by a Bank pursuant to this paragraph to reimburse
      the
      Issuing Bank for any LC Disbursement (other than the funding of a Base Rate
      Loan, Euro-Currency Loan or Money Market Loan as contemplated above) shall
      not
      constitute a Loan and shall not relieve either Borrower or any Additional
      Borrower of its obligation to reimburse such LC Disbursement.

     

    
      
        
        

      

      
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    (f) Obligations
      Absolute.
      The
      Borrower’s or Additional Borrower’s, as applicable, 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 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, either
      Borrower’s or any Additional Borrower’s obligations hereunder. Neither the
      Administrative Agent, the Banks 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
      either Borrower or any Additional Borrower to the extent of any direct damages
      (as opposed to consequential damages, claims in respect of which are hereby
      waived by the Borrowers and any Additional Borrower to the extent permitted
      by
      applicable law) suffered by either Borrower or any Additional 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 or Additional Borrower, as applicable, by telephone
      (confirmed by telecopy) 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
      or such Additional Borrower of its obligation to reimburse the Issuing Bank
      and
      the Banks with respect to any such LC Disbursement.

     

    
      
        
        

      

      
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    (h) Interim
      Interest.
      If the
      Issuing Bank shall make any LC Disbursement, then, unless either Borrower or
      any
      Additional Borrower, as applicable, 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 or such Additional Borrower
      reimburses such LC Disbursement, at the rate per annum then applicable to Base
      Rate Loans pursuant to Section 2.7; provided
      that, if
      such Borrower or such Additional Borrower, as applicable, fails to reimburse
      such LC Disbursement when due pursuant to paragraph (e) of this Section,
      then the third sentence of Section 2.7(a) shall apply; provided further
      that, in
      the case of any LC Disbursement made under a Letter of Credit denominated in
      a
      Foreign Currency, the amount of interest due with respect thereto shall
      (i) in the case of any LC Disbursement that is reimbursed on or before the
      due date therefor, (A) be payable in the applicable Foreign Currency and
      (B) bear interest at the rate per annum then applicable to Euro-Currency
      Loans pursuant to Section 2.7 and (ii) in the case of any LC
      Disbursement that is reimbursed after the due date therefor, (A) be payable
      in Dollars, (B) accrue on the Dollar Equivalent, calculated using the
      Exchange Rates on the date such LC Disbursement was made, of such
      LC Disbursement and (C) bear interest at the rate per annum then
      applicable to Base Rate Loans, subject to the third sentence of
      Section 2.7(a). 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 Bank
      pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall
      be
      for the account of such Bank to the extent of such payment.

     

    (i) Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, on the Domestic Business Day
      that either Borrower or any Additional Borrower receives notice from the
      Administrative Agent or the Required Banks (or, if the maturity of the Loans
      has
      been accelerated, Banks with the Dollar Equivalent of LC Exposure representing
      greater than 51% of the Dollar Equivalent of the total LC Exposure) demanding
      the deposit of cash collateral pursuant to this paragraph, such Borrower or
      such
      Additional Borrower shall deposit in an account with the Administrative Agent,
      in the name of the Administrative Agent and for the benefit of the Banks, an
      amount in Dollars and in cash equal to the Dollar Equivalent of the LC Exposure
      as of such date plus any accrued and unpaid interest thereon; provided
      that the
      (i) portions of such amount attributable to undrawn Letters of Credit
      denominated in Foreign Currencies or LC Disbursements in a Foreign Currency
      that
      such Borrower or such Additional Borrower is not late in reimbursing shall
      be
      deposited in the applicable Foreign Currencies in the actual amounts of such
      undrawn Letters of Credit and LC Disbursements and (ii) obligation to
      deposit such cash collateral shall become effective immediately, and such
      deposit shall become immediately due and payable in Dollars, without demand
      or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to such Borrower or such Additional Borrower described in
      clause (f) or (g) of Section 6.1. For the purposes of this paragraph,
      the Dollar Equivalent of LC Exposure shall be calculated using the Exchange
      Rates on the date that notice demanding cash collateralization is delivered
      to
      the applicable Borrower or Additional Borrower. Such deposit shall be held
      by
      the Administrative Agent as collateral for the payment and performance of the
      obligations of such Borrower or such Additional Borrower 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
      in
      Permitted Investments at such Borrower’s or such Additional 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
      such Borrower or such Additional Borrower for the LC Exposure at such time
      or,
      if the maturity of the Loans has been accelerated (but subject to the consent
      of
      Banks with LC Exposure representing greater than 51% of the total LC Exposure),
      be applied to satisfy other obligations of the Borrowers under this Agreement.
      If either Borrower or any Additional 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) shall be returned
      to such Borrower or such Additional Borrower within three Domestic Business
      Days
      after all Events of Default have been cured or waived.

     

    
      
        
        

      

      
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    (j) Conversion.
      In the
      event that the Loans become immediately due and payable on any date pursuant
      to
      Section 6.1, all amounts (i) that either Borrower or any Additional
      Borrower is at the time, or thereafter becomes, required to reimburse or
      otherwise pay to the Administrative Agent in respect of LC Disbursements made
      under any Letter of Credit denominated in a Foreign Currency (other than amounts
      in respect of which such Borrower or such Additional Borrower has deposited
      cash
      collateral pursuant to Section 2.18(i), if such cash collateral was
      deposited in the applicable Foreign Currency to the extent so deposited or
      applied), (ii) that the Banks are at the time, or thereafter become,
      required to pay to the Administrative Agent and the Administrative Agent is
      at
      the time, or thereafter becomes, required to distribute to the Issuing Bank
      pursuant to Section 2.18(e) in respect of unreimbursed LC Disbursements made
      under any Letter of Credit denominated in a Foreign Currency and (iii) of
      each Bank’s participation in any Letter of Credit denominated in a Foreign
      Currency under which an LC Disbursement has been made shall, automatically
      and
      with no further action required, be converted into the Dollar Equivalent,
      calculated using the Exchange Rates on such date (or in the case of any
      LC Disbursement made after such date, on the date such LC Disbursement
      is made), of such amounts. On and after such conversion, all amounts accruing
      and owed to the Administrative Agent, the Issuing Bank or any Bank in respect
      of
      the obligations described in this paragraph shall accrue and be payable in
      dollars at the rates otherwise applicable hereunder.

     

    SECTION
      2.19.  Interest
      Elections.

     

    (a) The
      pricing of the Loans comprising each Borrowing initially shall be as specified
      in the applicable Notice of Committed Borrowing or designated by
      Section 2.4 and, in the case of a Euro-currency Borrowing, shall have an
      initial Interest Period as specified in such Notice of Committed Borrowing
      or
      designated by Section 2.4. Thereafter, the applicable Borrower or
      applicable Additional Borrower may elect to convert such Borrowing so that
      it is
      comprised of Loans with different pricing or to continue such Borrowing and,
      in
      the case of a Euro-currency Borrowing, may elect Interest Periods therefor,
      all
      as provided in this Section; provided
      that
      such Borrower or such Additional Borrower may not elect to convert any Borrowing
      denominated in a Foreign Currency to a Base Rate Borrowing and may not change
      the currency of any Borrowing..
      The
      applicable Borrower or applicable Additional 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 Banks holding the
      Loans comprising such Borrowing, and the Loans comprising each such portion
      shall be considered a separate Borrowing.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (b) To
      make
      an election pursuant to this Section, the applicable Borrower or applicable
      Additional Borrower shall notify the Administrative Agent of such election
      by
      telephone by the time that a Notice of Committed Borrowing would be required
      under Section 2.2 if such Borrower or such Additional Borrower were
      requesting a Borrowing comprised of Loans with the pricing 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 telecopy to the Administrative Agent of a written interest
      election request signed by the applicable Borrower or applicable Additional
      Borrower.

     

    (c) Each
      telephonic and written interest election request shall specify the following
      information:

     

    (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 Domestic Business Day, in the case of a Base Rate Borrowing,
      or
      a Euro-currency Borrowing, in the case of a Euro-currency Business
      Day);

     

    (iii) whether
      the resulting Borrowing is to be a Base Rate Borrowing or a Euro-currency
      Borrowing; and

     

    (iv) if
      the
      resulting Borrowing is a Euro-currency 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 Euro-currency Borrowing but does
      not
      specify an Interest Period, then the applicable Borrower or applicable
      Additional 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 Bank of the details thereof and of such Bank’s portion of each
      resulting Borrowing.

     

    (e) If
      the
      Borrower fails to deliver a timely interest election request with respect to
      a
      Euro-currency 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 a Euro-Currency
      Borrowing with an Interest Period of one month. Notwithstanding any contrary
      provision hereof, if an Event of Default has occurred and is continuing and
      the
      Administrative Agent, at the request of the Required Banks, so notifies the
      applicable Borrower or applicable Additional Borrower, then, so long as an
      Event
      of Default is continuing (i) no outstanding Borrowing may be converted to
      or continued as a Euro-currency Borrowing and (ii) unless repaid, each
      Euro-currency Borrowing shall be converted to a Base Rate Borrowing at the
      end
      of the Interest Period applicable thereto.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

     

    CONDITIONS

     

    SECTION
      3.1.  Effectiveness.
      This
      Agreement shall become effective on the date that each of the following
      conditions shall have been satisfied (or waived in accordance with
      Section 9.5):

     

    (a) receipt
      by the Administrative Agent of counterparts hereof signed by each of the parties
      hereto (or, in the case of any party as to which an executed counterpart shall
      not have been received, receipt by the Administrative Agent in form satisfactory
      to it of telecopy or other written confirmation from such party of execution
      of
      a counterpart hereof by such party);

     

    (b) receipt
      by the Administrative Agent for the account of each Bank requesting a Note
      of a
      duly executed Note dated on or before the Effective Date complying with the
      provisions of Section 2.5;

     

    (c) receipt
      by the Administrative Agent of a certificate of the chief financial officer,
      the
      treasurer or an assistant treasurer of each Borrower stating that the
      representations and warranties of each Borrower set forth in Article IV
      hereof are true in all material respects as of the date of such
      certificate;

     

    (d) receipt
      by the Administrative Agent of (i) an opinion of Patricia Nachtigal, Senior
      Vice President and General Counsel of IR Parent, substantially in the form
      of
      Exhibit E hereto and (ii) an opinion of Conyers, Dill & Pearman,
      Bermuda counsel to the Borrowers, substantially in the form of Exhibit F
      hereto;

     

    (e) receipt
      by the Administrative Agent of a
      certificate of the secretary or assistant secretary of each Borrower, dated
      as
      of the Effective Date, certifying (i) that attached thereto is a true and
      complete copy of each organizational document of such Borrower certified (to
      the
      extent applicable) as of a recent date by the appropriate Governmental Authority
      of Bermuda, (ii) that attached thereto is a true and complete copy of
      resolutions duly adopted by the board of directors of such Borrower authorizing
      (A) the execution, delivery and performance of this Agreement and the Notes
      to which such Borrower is a party and (B) the Borrowings hereunder, and, in
      each case, that such resolutions have not been modified, rescinded or amended
      and are in full force and effect, (iii) as to the incumbency and specimen
      signature of each officer executing this Agreement or any Note or any other
      document delivered in connection herewith on behalf of such Burrower (together
      with a certificate of another officer as to the incumbency and specimen
      signature of the secretary or assistant secretary executing the certificate
      in
      this clause (e)) and (iv) that there have been no changes in the
      certificate of incorporation or bylaws (or equivalent organizational document)
      of such Borrower from the certificate of incorporation or bylaws (or equivalent
      organizational document) delivered pursuant to clause (i) above;
      and

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    

      (f) receipt
        by the Administrative Agent of all fees and expenses payable to the
        Administrative Agent or any Bank on or prior to the Effective Date hereunder
        and
        under the Fee Letters,
        including reimbursement or payment of all reasonable out-of-pocket expenses
        (including the expenses of counsel) required to be reimbursed or paid by
        the
        Borrowers hereunder, in each case ,
        to the
        extent invoiced at least two Domestic Business Days prior to the Effective
        Date;


       

      provided
        that
        this Agreement shall not become effective or be binding on any party hereto
        unless all of the foregoing conditions are satisfied not later than
        July 15, 2008. The Administrative Agent shall promptly notify the Borrowers
        and the Banks of the Effective Date, and such notice shall be conclusive
        and
        binding on all parties hereto.

       

      SECTION
        3.2.  Borrowings.
        The
        obligation of any Bank 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 (as
        applicable), is subject to the satisfaction of the following
        conditions:

       

      (a) receipt
        by the Administrative Agent of a Notice of Borrowing as required by Section
        2.2
        or 2.3, as the case may be;

       

      (b) immediately
        after such Borrowing, or the issuance, amendment, renewal or extension of
        such
        Letter of Credit, the Dollar Equivalent of the aggregate outstanding principal
        amount of the Loans plus the Dollar Equivalent of the LC Exposure will not
        exceed the aggregate amount of the Commitments; 

       

      (c) in
        the
        case of a Borrowing, other than a Refunding Borrowing, or an issuance,
        amendment, renewal or extension of a Letter of Credit:

       

      (i) immediately
        before and after such Borrowing or the issuance, amendment, renewal or extension
        of such Letter of Credit, no Default shall have occurred and be
        continuing;

       

      (ii) immediately
        before and after such Borrowing or the issuance, amendment, renewal or extension
        of such Letter of Credit, no event or condition shall have occurred and be
        continuing which permits any holder of any Material Debt or any Person acting
        on
        such holder’s behalf to accelerate the maturity thereof; and 

       

      (iii) except
        to
        the extent any representation or warranty expressly relates only to an earlier
        date, the fact that the representations and warranties of the Borrowers
        contained in this Agreement (except the representations and warranties set
        forth
        in Sections 4.4(c), 4.5, 4.7 and 4.11(b)) shall be true in all material
        respects on and as of the date of such Borrowing or the issuance, amendment,
        renewal or extension of such Letter of Credit; and

       

      (d) on
        the
        date of such Borrowing or the issuance, amendment, renewal or extension of
        such
        Letter of Credit, neither Borrower shall be in arrears on payments of principal
        under, or in arrears for more than five days on payments of interest due
        under,
        the 2004 5-Year Existing Credit Agreement
        or the
        2005 5-Year Existing Credit Agreement.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      Each
        Borrowing and each issuance, amendment, renewal or extension of a Letter
        of
        Credit hereunder shall be deemed to be a representation and warranty by the
        Borrowers and each Additional Borrower on the date of such Borrowing or the
        issuance, amendment, renewal or extension of such Letter of Credit as to
        the
        facts specified in clause (b) of this Section and each Borrowing, other than
        a
        Refunding Borrowing, and each issuance, amendment, renewal or extension of
        a
        Letter of Credit shall be deemed to be a representation and warranty by the
        Borrowers and each Additional Borrower on the date of such Borrowing or the
        issuance, amendment, renewal or extension of such Letter of Credit as to
        the
        facts specified in clause (c) of this Section.

       

      ARTICLE
        IV


       

      REPRESENTATIONS
        AND WARRANTIES

       

      Each
        Borrower represents and warrants that:

       

      SECTION
        4.1.  Corporate
        Existence and Power.
        Each
        Borrower is a company duly organized, validly existing and in good standing
        under the laws of Bermuda, and has all corporate powers and all material
        governmental licenses, authorizations, consents and approvals required to
        carry
        on its business as now conducted.

       

      SECTION
        4.2.  Corporate
        and Governmental Authorization; No Contravention.
        The
        execution, delivery and performance by each Borrower of this Agreement and
        the
        Notes are within each Borrower’s corporate powers, have been duly authorized by
        all necessary corporate action, require no action by or in respect of, or
        filing
        with, any governmental body, agency or official and do not contravene, or
        constitute a default under, any provision of applicable law or regulation
        or of
        the organizational documents of such Borrower or of any judgment, injunction,
        order or decree binding upon such Borrower or of any limitation on borrowing
        imposed by any agreement or other instrument binding upon such
        Borrower.

       

      SECTION
        4.3.  Binding
        Effect.
        This
        Agreement constitutes a valid and binding agreement of each Borrower and
        the
        Notes, when executed and delivered in accordance with this Agreement, will
        constitute valid and binding obligations of each Borrower, in each case
        enforceable in accordance with its respective terms subject to the effects
        of
        bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
        and
        other similar laws relating to or affecting creditors’ rights generally, general
        equitable principles (whether considered in a proceeding in equity or at
        law)
        and an implied covenant of good faith and fair dealing.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      SECTION
        4.4.  Financial
        Information; No Material Adverse Change.

       

      (a) The
        consolidated balance sheet of IR Parent and its Consolidated Subsidiaries
        as of
        December 31, 2007, and the related consolidated statements of income,
        shareowners’ equity and cash flows for the fiscal year then ended, reported on
        by PricewaterhouseCoopers LLP and set forth in IR Parent’s 2007 Form 10-K,
        fairly present, in conformity with generally accepted accounting principles,
        the
        consolidated financial position of IR Parent and its Consolidated Subsidiaries
        as of such date and their consolidated results of operations and cash flows
        for
        such fiscal year.

       

      (b) The
        unaudited condensed consolidated balance sheet of IR Parent and its Consolidated
        Subsidiaries as of March 31, 2008, and the related unaudited condensed
        consolidated statements of income and cash flows for the three months then
        ended, set forth in IR Parent’s quarterly report for the fiscal quarter ended
        March 31, 2008, as filed with the Securities and Exchange Commission on Form
        10-Q, fairly present, in conformity with generally accepted accounting
        principles applied on a basis consistent with the financial statements referred
        to in subsection (a) of this Section, the consolidated financial position
        of IR
        Parent and its Consolidated Subsidiaries as of such date and their consolidated
        results of operations and cash flows for such three month period (subject
        to
        normal year-end adjustments).

       

      (c) Since
        March 31, 2008, there has been no material adverse change in the business,
        financial position or results of operations of IR Parent and its Consolidated
        Subsidiaries, considered as a whole.

       

      SECTION
        4.5.  Litigation.
        Except
        for the litigation disclosed under the headings “The European Commission
        Investigation” and “Bath and Kitchen Fixtures Antitrust Litigation and U.S.
        Department of Justice Competition Investigations” in Trane Inc.’s report filed
        with the Securities and Exchange Commission on Form 10-K for the fiscal year
        ended December 31, 2007, there
        is
        no action, suit or proceeding pending against, or to the knowledge of such
        Borrower threatened against or affecting the Borrowers or any of their
        respective Subsidiaries before any court or arbitrator or any governmental
        body,
        agency or official in which there is a reasonable possibility of an adverse
        decision which would materially adversely affect the business, consolidated
        financial position or consolidated results of operations of IR Parent and
        its
        Consolidated Subsidiaries, taken as a whole, or which in any manner draws
        into
        question the validity of this Agreement or the Notes.

       

      SECTION
        4.6.  Compliance
        with ERISA.
        Except
        where the liability that could reasonably be expected to be incurred would
        be in
        an amount that would not have a Material Adverse Effect: (i) within the
        preceding five years, each member of the ERISA Group as in effect immediately
        prior to the date hereof has fulfilled its obligations under the minimum
        funding
        standards of ERISA and the Internal Revenue Code with respect to each Plan
        and
        is in compliance in all material respects with the presently applicable
        provisions of ERISA and the Internal Revenue Code with respect to each Plan;
        (ii) no member of the ERISA Group as in effect immediately prior to the
        date hereof has, within the preceding five years, (A) sought a waiver of
        the minimum funding standard under Section 412 of the Internal Revenue Code
        in
        respect of any Plan, (B) failed to make any contribution or payment to any
        Plan
        or Multiemployer Plan or in respect of any Benefit Arrangement, or made any
        amendment to any Plan or Benefit Arrangement, which has resulted or could
        result
        in the imposition of a Lien or the posting of a bond or other security under
        ERISA or the Internal Revenue Code; (C) incurred any liability to the PBGC
        under
        Title IV of ERISA (other than a liability to the PBGC for premiums under
        Section
        4007 of ERISA or contributions in the normal course); (D) incurred any liability
        in connection with a Plan termination under Section 4201 of ERISA or
        (E) determined that any Plan is, or is expected to be, in “at-risk” status
        (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the
        Internal Revenue Code).

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      SECTION
        4.7.  Environmental
        Matters.
        In the
        ordinary course of its business, IR Parent conducts an ongoing review of
        the
        effect of Environmental Laws on the business, operations and properties of
        IR
        Parent and its Subsidiaries, in the course of which it identifies and evaluates
        associated liabilities and costs (including, without limitation, any capital
        or
        operating expenditures required for clean-up or closure of properties presently
        or previously owned, any capital or operating expenditures required to achieve
        or maintain compliance with environmental protection standards imposed by
        law or
        as a condition of any license, permit or contract, any related constraints
        or
        operating activities, including any periodic or permanent shutdown or any
        facility or reduction in the level of or change in the nature of operations
        conducted thereat and any actual or potential liabilities to third parties,
        including employees, and any related costs and expenses). On the basis of
        this
        review, IR Parent has reasonably concluded that Environmental Laws are unlikely
        to have a material adverse effect on the business, financial condition or
        results of operations of IR Parent and its Consolidated Subsidiaries, considered
        as a whole.

       

      SECTION
        4.8.  Taxes.
        Each
        Borrower and its respective Subsidiaries have filed all material United States
        federal and Bermuda income tax returns, as applicable, and all other material
        tax returns which are required to be filed by them and have paid all taxes
        shown
        to be due pursuant to such returns or pursuant to any assessment received
        by
        such Borrower or any Subsidiary, except for any such tax, assessment, charge
        or
        levy the payment of which is being contested in good faith by such Borrower
        or
        such Subsidiary as of the date this representation is made. The charges,
        accruals and reserves on the books of each Borrower and its respective
        Subsidiaries in respect of taxes or other governmental charges are, in the
        opinion of such Borrower, adequate.

       

      SECTION
        4.9.  Subsidiaries.
        Each
        Borrower’s Material Subsidiaries are corporations duly incorporated, validly
        existing and in good standing under the laws of their respective jurisdictions
        of incorporation, and have all corporate powers and all material governmental
        licenses, authorizations, consents and approvals required to carry on their
        respective businesses as now conducted.

       

      SECTION
        4.10.  Not
        an
        Investment Company.
        Neither
        Borrower is an “investment company” within the meaning of the Investment Company
        Act of 1940, as amended.

       

      SECTION
        4.11.  Full
        Disclosure.
        (a)
        All
        information heretofore furnished by the Borrowers to the Administrative Agent
        or
        any Bank for purposes of or in connection with this Agreement or any transaction
        contemplated hereby is, and any such information hereafter furnished by the
        Borrowers to the Administrative Agent or any Bank will be, true and accurate
        in
        all material respects on the date as of which such information is stated
        or
        certified.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      (b) The
        Borrowers have disclosed to the Banks in writing (such disclosure to be deemed
        to include any disclosure in any public filings with the Securities and Exchange
        Commission by either Borrower or Trane Inc.) any and all facts that materially
        and adversely affect or may affect (to the extent the Borrowers can now
        reasonably foresee), the business, operations or financial condition of IR
        Parent and its Consolidated Subsidiaries, taken as a whole, or the ability
        of
        the Borrowers to perform their obligations under this Agreement.

       

      SECTION
        4.12.  Regulations
        T, U and X.
        No part
        of the proceeds of any Loan will be used for any purpose that entails a
        violation of the provisions of Regulation T, Regulation U and Regulation
        X.

       

      ARTICLE
        V


       

      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, each Borrower agrees that:

       

      SECTION
        5.1.  Information.
        IR
        Parent will deliver to each of the Banks (via any method reasonably acceptable
        to the Administrative Agent, including via IntraLinks/IntraAgency, SyndTrak,
        Fixed Income Direct or another relevant website or substantially similar
        electronic transmission information platform reasonably acceptable to the
        Administrative Agent, it being understood that the following constitute delivery
        hereunder: (i) posting on any such electronic transmission information
        platform
        and
        (ii) only with respect to information found in Forms 10-K, 10-Q or 8-K (or
        their equivalents), the filing of registration statements and reports on
        such
        forms with the Securities and Exchange Commission):

       

      (a) as
        soon
        as available and in any event within 90 days after the end of each fiscal
        year
        of IR Parent, a consolidated balance sheet of IR Parent and its Consolidated
        Subsidiaries as of the end of such fiscal year and the related consolidated
        statements of income, shareowners’ equity and cash flows for such fiscal year,
        setting forth in each case in comparative form the figures for the previous
        fiscal year, all reported on in a manner acceptable to the Securities and
        Exchange Commission by PricewaterhouseCoopers LLP or other independent public
        accountants of nationally recognized standing;

       

      (b) as
        soon
        as available and in any event within 45 days after the end of each of the
        first
        three quarters of each fiscal year of IR Parent, a consolidated balance sheet
        of
        IR Parent and its Consolidated Subsidiaries as of the end of such quarter
        and as
        of the end of the preceding fiscal year, condensed consolidated statements
        of
        income for such quarter, for the portion of IR Parent’s fiscal year ended at the
        end of such quarter and for the corresponding portion of IR Parent’s previous
        fiscal year and condensed consolidated statements of cash flows for the portion
        of IR Parent’s fiscal year ended at the end of such quarter and for the
        corresponding portion of IR Parent’s previous fiscal year, all certified
        (subject to normal year-end adjustments) as to fairness of presentation,
        generally accepted accounting principles and consistency by the chief financial
        officer or the treasurer of IR Parent;

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      (c) simultaneously
        with the delivery of each set of financial statements referred to in clauses
        (a)
        and (b) above, a certificate of the chief financial officer or the treasurer
        of
        IR Parent (i) setting forth in reasonable detail the calculations required
        to
        establish whether IR Parent was in compliance with the requirements of
        Sections 5.5 and 5.6 on the date of such financial statements and (ii)
        stating whether any Default exists on the date of such certificate and, if
        any
        Default then exists, setting forth the details thereof and the action which
        IR
        Parent is taking or proposes to take with respect thereto;

       

      (d) within
        five Domestic Business Days after the chief financial officer, chief accounting
        officer, treasurer or chief legal officer of either Borrower obtains knowledge
        of any Default, if such Default is then continuing, a certificate of the
        chief
        financial officer or the treasurer of such Borrower setting forth the details
        thereof and the actions that such Borrower is taking or proposes to take
        with
        respect thereto;

       

      (e) promptly
        upon the mailing thereof to the shareholders of IR Parent generally, copies
        of
        all financial statements, reports and proxy statements so mailed;

       

      (f) promptly
        upon the filing thereof, copies of all registration statements (other than
        the
        exhibits thereto and any registration statements on Form S-8 or its equivalent)
        and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which IR Parent
        shall have filed with the Securities and Exchange Commission; provided
        that,
        unless the Administrative Agent notifies IR Parent in writing to the contrary,
        satisfaction of the provisions of this subsection (f) shall satisfy as well
        the
        provisions of subsections (a) and (b);

       

      (g) if
        and
        when (i) any member of the ERISA Group gives or is required to give notice
        to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA,
        other than those events as to which the 30 day notice requirement has been
        waived by the PBGC) with respect to any Plan that might reasonably be expected
        to constitute grounds for a termination of such Plan under Title IV of ERISA,
        or
        knows that the plan administrator of any Plan has given or is required to
        give
        notice of any such reportable event, a copy of the notice of such reportable
        event given or required to be given to the PBGC; (ii) IR Parent receives or
        obtains knowledge of any notice of complete or partial withdrawal liability
        under Title IV of ERISA which, together with any other such liability incurred
        since the date hereof, exceeds in the aggregate $200,000,000 or notice that
        any
        Multiemployer Plan is in reorganization, is insolvent, is in endangered or
        critical status or has been terminated, a copy of such notice; (iii) IR
        Parent receives or obtains knowledge of any notice from the PBGC under Title
        IV
        of ERISA of an intent to terminate, impose liability (other than for premiums
        under Section 4007 of ERISA) in respect of, or appoint a trustee to administer
        any Plan, a copy of such notice; (iv) any member of the ERISA Group applies
        for a waiver of the minimum funding standard under Section 412 of the Internal
        Revenue Code, a copy of such application; (v) any member of the ERISA Group
        gives notice of intent to terminate any Plan under Section 4041(c) of ERISA,
        a
        copy of such notice and other information filed with the PBGC; (vi) any
        member of the ERISA Group gives notice of withdrawal from any Plan pursuant
        to
        Section 4063 of ERISA, a copy of such notice; or (vii) any member of the
        ERISA Group fails to make any payment or contribution to any Plan or
        Multiemployer Plan or in respect of any Benefit Arrangement or makes any
        amendment to any Plan or Benefit Arrangement, which in any event has resulted
        or
        could reasonably be expected to result in the imposition of a Lien or the
        posting of a bond or other security, but only if with respect to the foregoing
        subsections (i)-(vii), the liability, individually or in the aggregate with
        all
        other events in subsections (i)-(vii), could reasonably be expected to result
        in
        a Material Adverse Effect, a certificate of the chief financial officer or
        the
        treasurer of IR Parent setting forth details as to such occurrence and action,
        if any, which IR Parent or the applicable member of the ERISA Group is required
        or proposes to take;

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      (h) immediately
        after the chief financial officer or the treasurer of either Borrower obtains
        knowledge of a change or a proposed change in the Rating of such Borrower’s
        outstanding senior unsecured long-term debt securities by Moody’s or S&P, a
        certificate of the chief financial officer or the treasurer setting forth
        the
        details thereof; and

       

      (i) from
        time
        to time such additional information regarding the financial position or business
        of each Borrower and its respective Subsidiaries as the Administrative Agent,
        at
        the request of any Bank, may reasonably request, provided
        that,
        with respect to any such additional, non-public information,
        each
        Agent and each Bank shall comply with the confidentiality provisions set
        forth
        in Section 9.10.

       

      SECTION
        5.2.  Maintenance
        of Property; Insurance.
        (a)
        Each
        Borrower will keep, and will cause each of its Subsidiaries to keep, all
        property useful and necessary in its business in good working order and
        condition, ordinary wear and tear excepted, unless the failure to do so would
        not have a material adverse effect on the business, financial position or
        results of operations of IR Parent and its Consolidated Subsidiaries, considered
        as a whole.

       

      (b) Each
        Borrower will maintain, and will cause each of its Material Subsidiaries
        to
        maintain (either in the name of either Borrower or in such Material Subsidiary’s
        own name) with financially sound and responsible insurance companies, insurance
        on all their respective properties in at least such amounts and against at
        least
        such risks (and with such risk retention) as are usually insured against
        in the
        same general area by companies of established repute engaged in the same
        or a
        similar business.

       

      SECTION
        5.3.  Conduct
        of Business and Maintenance of Existence.
        Each
        Borrower will continue, and will cause each of its Material Subsidiaries
        to
        continue, to engage in business of the same general type as now conducted
        by
        such Borrower and such Material Subsidiary, and will preserve, renew and
        keep in
        full force and effect, and will cause each of its Material Subsidiaries to
        preserve, renew and keep in full force and effect their respective corporate
        existence and their respective rights, privileges and franchises necessary
        or
        desirable in the normal conduct of business; provided
        that
        nothing in this Section 5.3 shall prohibit (i) the merger of any
        Material Subsidiary into either Borrower or the merger or consolidation of
        any
        Material Subsidiary with or into another Person, if the corporation surviving
        such consolidation or merger is a Material Subsidiary and if, in each case,
        after giving effect thereto, no Default shall have occurred and be continuing
        or
        (ii) the termination of the corporate existence of any Material Subsidiary
        if either Borrower in good faith determines that such termination is in the
        best
        interest of such Borrower and is not materially disadvantageous to the
        Banks.

       

      
        
          
          

        

        
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      SECTION
        5.4.  Compliance
        with Laws.
        Each
        Borrower will comply, and cause each of its Subsidiaries to comply, in all
        material respects with all applicable laws, ordinances, rules, regulations,
        and
        requirements of governmental authorities (including, without limitation,
        Environmental Laws and ERISA and the rules and regulations thereunder) except
        (i) where the necessity of compliance therewith is contested in good faith
        by appropriate proceedings and (ii) where the failure so to comply would
        not have a material adverse effect on the business, financial position or
        results of operations of IR Parent and its Consolidated Subsidiaries, considered
        as a whole.

       

      SECTION
        5.5.  Debt.
        Consolidated Debt will at no time exceed 65% of the sum of Consolidated Debt
        plus Consolidated Net Worth. For purposes of this Section any preferred stock,
        except for auction-rate preferred stock the higher of the voluntary or
        involuntary liquidation value of which does not in the aggregate exceed
        $100,000,000, of a Consolidated Subsidiary held by a Person other than either
        Borrower or a wholly-owned Consolidated Subsidiary shall be included, at
        the
        higher of its voluntary or involuntary liquidation value, in “Consolidated
        Debt.”

       

      SECTION
        5.6.  Negative
        Pledge.
        (a)  Neither
        Borrower will, nor will it permit any of its Restricted Subsidiaries to,
        create,
        assume or guarantee any indebtedness for money borrowed secured by a Mortgage
        on
        any Principal Property of either Borrower or any Restricted Subsidiary or
        on any
        shares or indebtedness of a Restricted Subsidiary (whether such Principal
        Property, shares or indebtedness are now owned or hereafter acquired) without,
        in any such case, effectively providing concurrently with the creation,
        assumption or guaranteeing of such indebtedness that the Loans and the
        obligations of the Borrowers hereunder and under the Notes (together, if
        the
        Borrowers shall so determine, with any other indebtedness then or thereafter
        existing created, assumed or guaranteed by either Borrower or such Restricted
        Subsidiary ranking equally with the Loans and the obligations of the Borrowers
        hereunder and under the Notes) shall be secured equally and ratably with
        such
        indebtedness excluding, however, from the foregoing any indebtedness secured
        by
        a Mortgage (including any extension, renewal or replacement, or successive
        extensions, renewals or replacements, of any Mortgage hereinafter specified
        or
        any indebtedness secured thereby, without increase of the principal of such
        indebtedness):

       

      (i) on
        property, shares or indebtedness of any corporation which Mortgage exists
        at the
        time such corporation becomes a Restricted Subsidiary; or

       

      (ii) on
        property existing at the time of acquisition thereof by either Borrower or
        a
        Restricted Subsidiary, or to secure any indebtedness incurred by either Borrower
        or a Restricted Subsidiary prior to, at the time of, or within 180 days after
        the later of the acquisition, the completion of construction (including any
        improvements on an existing property) or the commencement of commercial
        operation of such property, which indebtedness is incurred for the purpose
        of
        financing all or any part of the purchase price thereof or construction or
        improvements thereon; provided,
        however,
        that in
        the case of any such acquisition, construction or improvement the Mortgage
        shall
        not apply to any property theretofore owned by either Borrower or a Restricted
        Subsidiary, other than, in the case of any such construction or improvement,
        any
        theretofore unimproved real property on which the property so constructed,
        or
        the improvement, is located; or

       

      
        
          
          

        

        
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      (iii) on
        property, shares or indebtedness of a corporation, which Mortgage exists
        at the
        time such corporation is merged into or consolidated with either Borrower
        or a
        Restricted Subsidiary, or at the time of a sale, lease or other disposition
        of
        the properties of a corporation as an entirety or substantially as an entirety
        to either Borrower or a Restricted Subsidiary; or

       

      (iv) on
        property of a Restricted Subsidiary to secure indebtedness of such Restricted
        Subsidiary to either Borrower or another Restricted Subsidiary; or

       

      (v) on
        property of either Borrower or a Restricted Subsidiary in favor of the United
        States of America or any state thereof or Bermuda, or any department, agency
        or
        instrumentality or political subdivision of the United States of America
        or any
        state thereof or Bermuda, to secure partial, progress, advance or other payments
        pursuant to any contract or statute or to secure any indebtedness incurred
        for
        the purpose of financing all or any part of the purchase price or the cost
        of
        constructing or improving the property subject to such Mortgage; or

       

      (vi) on
        property, which Mortgage exists at the date of this Agreement; or

       

      (vii) with
        the
        prior written approval of the Required Banks;

       

      provided,
        however,
        that
        any Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and
        (v)
        of this Section 5.6 shall not extend to or cover any property of such Borrower
        or such Restricted Subsidiary, as the case may be, other than the property
        specified in such clauses and improvements thereto.

       

      (b) Notwithstanding
        the provisions of subsection (a) of this Section 5.6, either Borrower or
        any Restricted Subsidiary may create, assume or guarantee secured indebtedness
        for money borrowed which would otherwise be prohibited in subsection (a)
        in an
        aggregate amount that, together with all other such indebtedness for money
        borrowed by the Borrowers and their respective Restricted Subsidiaries and
        the
        Attributable Debt in respect of Sale and Leaseback Transactions existing
        at such
        time (other than Sale and Leaseback Transactions the proceeds of which have
        been
        applied in accordance with Section 5.6(d)(ii)), does not at the time of
        such creation, assumption or guaranteeing exceed 5% of Consolidated Net
        Worth.

       

      (c) Notwithstanding
        the foregoing provisions of this Section 5.6, neither Borrower will permit
        any of its Subsidiaries (other than a Restricted Subsidiary) to which after
        the
        date hereof either Borrower or a Restricted Subsidiary has transferred any
        assets to create, assume or guarantee any indebtedness for money borrowed
        secured by a Mortgage on such assets unless such assets could have been so
        secured in accordance with the provisions of this Agreement by such Borrower
        or
        such Restricted Subsidiary making such transfer.

       

      (d) Neither
        Borrower will, nor will it permit any of its Restricted Subsidiaries to,
        enter
        into any Sale and Leaseback Transaction, unless (i) such Borrower or such
        Restricted Subsidiary would be entitled, pursuant to the foregoing subsections
        of this Section 5.6, to incur indebtedness secured by a Mortgage on such
        Principal Property without equally and ratably securing the Loans and the
        obligations of the Borrowers hereunder and under the Notes, or (ii) each
        Borrower shall (and in any case each Borrower covenants that it will) apply
        an
        amount equal to the fair value (as determined by the applicable Borrower’s board
        of directors) of such Principal Property so leased to the retirement, within
        180
        days of the effective date of any such Sale and Leaseback Transaction, of
        indebtedness of the Borrowers for money borrowed which by its terms matures
        at,
        or may be extended or renewed at the option of the Borrowers to, a date more
        than 12 months after the date of the creation of such indebtedness.

       

      
        
          
          

        

        
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      SECTION
        5.7.  Consolidations,
        Mergers and Sales of Assets.
        Neither
        Borrower will (i) consolidate or merge with or into any other Person,
        unless (A) the corporation surviving such merger is either Borrower or any
        direct or indirect wholly-owned Subsidiary of either Borrower, and
        (B) immediately after giving effect to such merger, no Default shall have
        occurred and be continuing or (ii) sell, lease or otherwise transfer,
        directly or indirectly, all or substantially all of its assets to any other
        Person; provided
        that
        either Borrower may transfer the stock of any of its Subsidiaries (in the
        case
        of IR Parent, including IR Global) to any direct or indirect wholly-owned
        Subsidiary of IR Parent if, immediately after giving effect to such transfer,
        no
        Default shall have occurred and be continuing.

       

      SECTION
        5.8.  Use
        of
        Proceeds.
        The
        proceeds of the Loans made under this Agreement will be used by the Borrowers
        and any Additional Borrower (i) for working capital purposes, (ii) to
        support the commercial paper programs of the Borrowers and any Additional
        Borrowers and (iii) for other general corporate purposes. 

       

      SECTION
        5.9.  Other
        Cross Defaults or Negative Pledges.
        Neither
        Borrower shall incur any Material Debt the terms of which include a Cross
        Default or which include a negative pledge provision more favorable to the
        holder of such Material Debt (or more restrictive of the actions of either
        Borrower) than the provisions of Section 5.6 hereof unless, prior to or
        contemporaneously with such incurrence, the Borrowers shall have entered
        into an
        amendment to this Agreement, to which the Required Banks shall not unreasonably
        withhold their consent, providing a Cross Default or negative pledge provision,
        as the case may be, no less favorable to the Banks than the provisions of
        the
        Cross Default or negative pledge governing such other Debt.

       

      ARTICLE
        VI


       

      DEFAULTS

       

      SECTION
        6.1.  Events
        of Default.
        If one
        or more of the following events (“Events
        of Default”)
        shall
        have occurred and be continuing:

       

      (a) either
        Borrower or any Additional Borrower shall fail to pay when due principal
        of any
        Loan, or shall fail to pay within five days of the due date thereof any
        interest, fees or other amount payable hereunder;

       

      (b) either
        Borrower shall fail to observe or perform any covenant contained in Sections
        5.5
        to 5.9, inclusive;

       

      (c) either
        Borrower or any Additional Borrower shall fail to observe or perform any
        covenant or agreement contained in this Agreement (other than those covered
        by
        clause (a) or (b) above) for 20 days after notice thereof has been given
        to such
        Borrower or such Additional Borrower by the Administrative Agent at the request
        of any Bank;

       

      
        
          
          

        

        
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      (d) any
        representation, warranty, certification or statement made by either Borrower
        or
        any Additional Borrower in this Agreement or in any certificate, financial
        statement or other document delivered pursuant to this Agreement shall prove
        to
        have been incorrect in any material respect when made (or deemed
        made);

       

      (e) any
        event
        or condition shall occur which results in the acceleration of the maturity
        of
        any Material Debt;

       

      (f) either
        Borrower or any Material Subsidiary shall commence a voluntary case or other
        proceeding seeking liquidation, reorganization or other relief with respect
        to
        itself or its debts under any bankruptcy, insolvency or other similar law
        now or
        hereafter in effect or seeking the appointment of a trustee, receiver,
        liquidator, custodian or other similar official of it or any substantial
        part of
        its property, or shall consent to any such relief or to the appointment of
        or
        taking possession by any such official in an involuntary case or other
        proceeding commenced against it, or shall make a general assignment for the
        benefit of creditors, or shall fail generally to pay its debts as they become
        due, or shall take any corporate action to authorize any of the
        foregoing;

       

      (g) an
        involuntary case or other proceeding shall be commenced against either Borrower
        or any Material Subsidiary seeking liquidation, reorganization or other relief
        with respect to it or its debts under any bankruptcy, insolvency or other
        similar law now or hereafter in effect or seeking the appointment of a trustee,
        receiver, liquidator, custodian or other similar official of it or any
        substantial part of its property, and such involuntary case or other proceeding
        shall remain undismissed and unstayed for a period of 60 days; or an order
        for
        relief shall be entered against either Borrower or any Material Subsidiary
        under
        the federal bankruptcy laws as now or hereafter in effect;

       

      (h) any
        member of the ERISA Group at the time in question shall fail to pay when
        due an
        amount or amounts which such member shall have become liable to pay under
        Title
        IV of ERISA (other than for premiums under Section 4007 of ERISA); or notice
        of
        intent to terminate a Material Plan shall be filed under Title IV of ERISA
        by
        any member of the ERISA Group at the time in question, any plan administrator
        or
        any combination of the foregoing; or the PBGC shall institute proceedings
        under
        Title IV of ERISA to terminate, to impose liability (other than for premiums
        under Section 4007 of ERISA) in respect of, or to cause a trustee to be
        appointed to administer any Material Plan; or a condition shall exist by
        reason
        of which the PBGC would be entitled to obtain a decree adjudicating that
        any
        Material Plan must be terminated; or there shall occur a complete or partial
        withdrawal from, or a default, within the meaning of Section 4219(c)(5) of
        ERISA, with respect to, one or more Multiemployer Plans that could cause
        one or
        more members of the ERISA Group to incur a current payment obligation; and,
        in
        the case of each of the foregoing events under this Section 6.1(h),
        individually or in the aggregate, the liability could reasonably be expected
        to
        result in a Material Adverse Effect;

       

      (i) a
        final
        judgment or order for the payment of money in excess of $100,000,000 (except
        to
        the extent covered by insurance as to which the insurer has acknowledged
        such
        coverage in writing) shall be rendered against either Borrower or any Subsidiary
        and such judgment or order shall continue unsatisfied and unstayed past due
        for
        a period of 30 days or for such longer period of time, not exceeding 90 days,
        during which, under applicable law, an appeal may be taken from such judgment
        or
        order without leave of the relevant court;

       

      
        
          
          

        

        
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      (j) any
        Person or group of Persons (within the meaning of Section 13 or 14 of the
        Securities Exchange Act of 1934, as amended) shall have acquired beneficial
        ownership (within the meaning of Rule 13d-3 promulgated by the Securities
        and
        Exchange Commission under said Act) of 25% or more of the outstanding shares
        of
        common stock of IR Parent; or, during any period of 25 consecutive calendar
        months, directors of IR Parent on the date hereof (the “Current
        Board”),
        or
        such directors who are recommended or endorsed for election to the board
        of
        directors of IR Parent by a majority of the Current Board or their successors
        so
        recommended or endorsed, shall cease to constitute a majority of the board
        of
        directors of IR Parent;

       

      (k) the
        guarantees of the Guarantors pursuant to Section 9.16 hereof shall cease to
        be effective or either Guarantor shall contest the validity of such guarantee
        in
        court;

       

      then,
        and
        in every such event, the Administrative Agent shall (i) if requested by the
        Required Banks, by notice to the Borrowers terminate the Commitments and
        they
        shall thereupon terminate, and (ii) if requested by the Required Banks, by
        notice to the Borrowers declare the Loans hereunder (together with accrued
        interest thereon) to be, and the Loans shall thereupon become, immediately
        due
        and payable without presentment, demand, protest or other notice of any kind,
        all of which are hereby waived by the Borrowers and all Additional Borrowers;
        provided
        that in
        the case of any of the Events of Default specified in clause (f) or (g) above
        with respect to either Borrower or any Additional Borrower, without any notice
        to such Borrower or such Additional Borrower or any other act by the
        Administrative Agent or the Banks, the Commitments shall thereupon terminate
        and
        the Loans (together with accrued interest thereon) shall become immediately
        due
        and payable without presentment, demand, protest or other notice of any kind,
        all of which are hereby waived by the Borrowers and all Additional
        Borrowers.

       

      SECTION
        6.2.  Notice
        of Default.
        The
        Administrative Agent shall give notice to the Borrowers under
        Section 6.1(c) promptly upon being requested to do so by any Bank and shall
        thereupon notify all the Banks thereof.

       

      ARTICLE
        VII


       

      THE
        ADMINISTRATIVE AGENT

       

      SECTION
        7.1.  Appointment
        and Authorization.
        Each
        Bank irrevocably appoints and authorizes the Administrative Agent to take
        such
        action as agent on its behalf and to exercise such powers under this Agreement
        and the Notes as are delegated to such Administrative Agent by the terms
        hereof
        or thereof, together with all such powers as are reasonably incidental
        thereto.

       

      SECTION
        7.2.  Administrative
        Agent and Affiliates.
        JPMorgan Chase Bank, N.A. shall have the same rights and powers under this
        Agreement as any other Bank and may exercise or refrain from exercising the
        same
        as though it were not the Administrative Agent, and JPMorgan Chase Bank,
        N.A.
        and its Affiliates may accept deposits from, lend money to, and generally
        engage
        in any kind of business with either Borrower or any Subsidiary or Affiliate
        of
        either Borrower as if it were not the Administrative Agent
        hereunder.

       

      
        
          
          

        

        
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      SECTION
        7.3.  Action
        by the Administrative Agent.
        The
        obligations of the Administrative Agent hereunder are only those expressly
        set
        forth herein. Without limiting the generality of the foregoing, the
        Administrative Agent shall not be required to take any action with respect
        to
        any Default, except as expressly provided in Article VI.

       

      SECTION
        7.4.  Consultation
        with Experts.
        The
        Administrative Agent may consult with legal counsel (who may be counsel for
        either Borrower), independent public accountants and other experts selected
        by
        it and shall not be liable for any action taken or omitted to be taken by
        it in
        good faith in accordance with the advice of such counsel, accountants or
        experts.

       

      SECTION
        7.5.  Liability
        of the Administrative Agent.
        Neither
        the Administrative Agent nor any of its directors, officers, agents, or
        employees shall be liable for any action taken or not taken by it in connection
        herewith (a) with the consent or at the request of the Required Banks (or
        all the Banks, if applicable) or (b) in the absence of its own gross
        negligence or willful misconduct. Neither the Administrative Agent nor any
        of
        its directors, officers, agents or employees shall be responsible for or
        have
        any duty to ascertain, inquire into or verify (i) any statement, warranty
        or
        representation made in connection with this Agreement or any borrowing
        hereunder; (ii) the performance or observance of any of the covenants or
        agreements of the Borrowers; (iii) the satisfaction of any condition specified
        in Article III, except receipt of items required to be delivered to it; or
        (iv) the validity, effectiveness or genuineness of this Agreement, the Notes
        or
        any other instrument or writing furnished in connection herewith. The
        Administrative Agent shall not incur any liability by acting in reliance
        upon
        any notice, consent, certificate, statement, or other writing (which may
        be a
        bank wire or similar writing) believed by it to be genuine or to be signed
        by
        the proper party or parties.

       

      SECTION
        7.6.  Indemnification.
        Each
        Bank shall, ratably in accordance with its Commitment, indemnify the
        Administrative Agent (to the extent not reimbursed by the Borrowers) against
        any
        cost, expense (including counsel fees and disbursements), claim, demand,
        action,
        loss or liability (except such as result from the Administrative Agent’s bad
        faith, gross negligence, willful misconduct or material breach of its
        obligations under this Agreement, as determined by a court of competent
        jurisdiction) that the Administrative Agent may suffer or incur in connection
        with this Agreement or any action taken or omitted by the Administrative
        Agent
        hereunder.

       

      SECTION
        7.7.  Credit
        Decision.
        Each
        Bank acknowledges that it has, independently and without reliance upon the
        Administrative Agent or any other Bank, 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 Bank also acknowledges that it
        will,
        independently and without reliance upon the Administrative Agent or any other
        Bank, and based on such documents and information as it shall deem appropriate
        at the time, continue to make its own credit decisions in taking or not taking
        any action under this Agreement.

       

      
        
          
          

        

        
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      SECTION
        7.8.  Successor
        Administrative Agent.
        The
        Administrative Agent may resign at any time by giving notice thereof to the
        Banks and the Borrowers. Upon any such resignation, the Required Banks shall
        have the right to appoint a successor Administrative Agent reasonably
        satisfactory to the Borrowers. If no successor Administrative Agent shall
        have
        been so appointed by the Required Banks, and shall have accepted such
        appointment, within 30 days after the retiring Administrative Agent gives
        notice
        of resignation, then the retiring Administrative Agent may appoint a successor
        Administrative Agent, which shall be a commercial bank organized or licensed
        under the laws of the United States of America or of any State thereof and
        having a combined capital and surplus of at least $1,000,000,000. Upon the
        acceptance of its appointment as Administrative Agent hereunder by a successor
        Administrative Agent, such successor Administrative Agent shall thereupon
        succeed to and become vested with all the rights and duties of the retiring
        Administrative Agent, and the retiring Administrative Agent shall be discharged
        from its duties and obligations hereunder. After any retiring Administrative
        Agent’s resignation hereunder as Administrative Agent, the provisions of this
        Article shall inure to its benefit as to any actions taken or omitted to
        be
        taken by it while it was the Administrative Agent.

       

      SECTION
        7.9.  Administrative
        Agent’s Fees.
        The
        Borrowers shall pay to the Administrative Agent, for its own account, fees
        in
        the amounts and at the times previously agreed upon between the Borrower
        and the
        Administrative Agent.

       

      SECTION
        7.10.  Syndication
        Agent
        and
        Documentation Agents.
        Except
        as expressly set forth herein, the Syndication Agent, in its capacity as
        such,
        and each Documentation Agent, in its capacity as such, shall have no duties
        or
        responsibilities, and shall incur no liabilities, under this
        Agreement.

       

      ARTICLE
        VIII

       

      CHANGE
        IN
        CIRCUMSTANCES

       

      SECTION
        8.1.  Basis
        for Determining Interest Rate Inadequate or Unfair.
        If on
        or prior to the first day of any Interest Period for any Euro-Currency
        Borrowing, Banks having 50% or more of the aggregate amount of the Commitments
        advise the Administrative Agent that the Adjusted London Interbank Offered
        Rate
        (in respect of Dollars or any Foreign Currency), as determined by the
        Administrative Agent, will not adequately and fairly reflect the cost to
        such
        Banks of funding their Euro-Currency Loans for such Interest Period, the
        Administrative Agent shall forthwith give notice thereof to the Borrowers
        and
        the Banks, whereupon until the Administrative Agent notifies the Borrowers
        that
        the circumstances giving rise to such suspension no longer exist, the
        obligations of the Banks to make Euro-Currency Loans shall be suspended.
        Unless
        either Borrower or any Additional Borrower notifies the Administrative Agent
        at
        least two Domestic Business Days before the date of any Fixed Rate Borrowing
        for
        which a Notice of Borrowing has previously been given that it elects not
        to
        borrow on such date, (a) if such Fixed Rate Borrowing is a Committed
        Borrowing denominated in Dollars, such Borrowing shall instead be made as
        a Base
        Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR
        Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising
        such
        Borrowing shall bear interest for each day from and including the first day
        to
        but excluding the last day of the Interest Period applicable thereto at the
        Base
        Rate for such day, and (c) if such Fixed Rate Borrowing was to be
        denominated in a Foreign Currency, such Borrowing shall not be
        made.

       

      
        
          
          

        

        
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      SECTION
        8.2.  Illegality.
        If, on
        or after the date of this Agreement, the adoption of any applicable law,
        rule or
        regulation, or any change in any applicable law, rule or regulation, or any
        change in the interpretation or administration thereof by any Governmental
        Authority, central bank or comparable agency charged with the interpretation
        or
        administration thereof, or compliance by any Bank (or its Euro-Currency Lending
        Office) with any request or directive (whether or not having the force of
        law)
        of any such authority, central bank or comparable agency shall make it unlawful
        or impossible for any Bank (or its Euro-Currency Lending Office) to make,
        maintain or fund its Euro-Currency Loans and such Bank shall so notify the
        Administrative Agent, the Administrative Agent shall forthwith give notice
        thereof to the other Banks and the Borrowers, whereupon until such Bank notifies
        the Borrowers and the Administrative Agent that the circumstances giving
        rise to
        such suspension no longer exist, the obligation of such Bank to make
        Euro-Currency Loans shall be suspended. Before giving any notice to the
        Administrative Agent pursuant to this Section, such Bank shall designate
        a
        different Euro-Currency Lending Office if such designation will avoid the
        need
        for giving such notice and will not, in the judgment of such Bank, be otherwise
        disadvantageous to such Bank. If such Bank shall determine that it may not
        lawfully continue to maintain and fund any of its outstanding Euro-Currency
        Loans to maturity and shall so specify in such notice, either Borrower or
        any
        Additional Borrower, as the case may be, shall immediately prepay in full
        the
        then outstanding principal amount of each such Euro-Currency Loan, together
        with
        accrued interest thereon. Concurrently with prepaying each such Euro-Currency
        Loan, such Borrower or such Additional Borrower, as the case may be, shall
        borrow a Base Rate Loan denominated in Dollars in an equal principal amount
        (or
        in an amount equal to the Dollar Equivalent of the principal amount, in the
        case
        of Foreign Currency Loans) from such Bank (on which interest and principal
        shall
        be payable contemporaneously with the related Euro-Currency Loans of the
        other
        Banks), and such Bank shall make such a Base Rate Loan.

       

      SECTION
        8.3.  Increased
        Cost and Reduced Return.
        (a)  If
        on or after (x) the date hereof, in the case of any Committed Loan or any
        obligation to make Committed Loans or (y) the date of the related Money
        Market Quote, in the case of any Money Market Loan, the adoption of any
        applicable law, rule or regulation, or any change in any applicable law,
        rule or
        regulation, or any change in the interpretation or administration thereof
        by any
        Governmental Authority, central bank or comparable agency charged with the
        interpretation or administration thereof, or compliance by any Bank (or its
        Applicable Lending Office) with any request or directive (whether or not
        having
        the force of law) of any such authority, central bank or comparable agency
        shall:

       

      (i) impose,
        modify or deem applicable any reserve (including, without limitation, any
        such
        requirement imposed by the Board or any similar Governmental Authority, but
        excluding with respect to any Euro-Currency Loan any such requirement included
        in an applicable Euro-Currency Reserve Percentage), special deposit, insurance
        assessment or similar requirement against assets of, deposits with or for
        the
        account of, or credit extended by, any Bank (or its Applicable Lending Office);
        or 

       

      (ii) impose
        on
        any Bank (or its Applicable Lending Office) or the London interbank market
        any
        other condition affecting its Fixed Rate Loans, its Note or its obligation
        to
        make Fixed Rate Loans; 

       

      
        
          
          

        

        
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      and
        the
        result of any of the foregoing is to increase the cost to such Bank (or its
        Applicable Lending Office) of making or maintaining any Fixed Rate Loan,
        or to
        reduce the amount of any sum received or receivable by such Bank (or its
        Applicable Lending Office) under this Agreement or under its Note with respect
        thereto, by an amount deemed by such Bank to be material, then, within 30
        days
        after demand by such Bank (with a copy to the Administrative Agent), the
        applicable Borrower or Additional Borrower, as the case may be, shall pay
        to
        such Bank such additional amount or amounts as will compensate such Bank
        for
        such increased cost or reduction; provided
        that
        such Borrower or such Additional Borrower shall not be obligated to compensate
        such Bank for any increased cost or reduction incurred more than 60 days
        prior
        to the receipt by such Borrower or such Additional Borrower of the notice
        contemplated by subsection (c) below. The Banks acknowledge and agree that
        the
        foregoing subsection (a) creates no right to demand payment of additional
        amounts in respect of laws, rules and regulations, as in effect and interpreted
        and administered on the date hereof.

       

      (b) If
        any
        Bank shall have determined that, after the date hereof, the adoption of any
        applicable law, rule or regulation regarding capital adequacy, or any change
        in
        any such law, rule or regulation, or any change in the interpretation or
        administration thereof by any Governmental Authority, central bank or comparable
        agency charged with the interpretation or administration thereof, or any
        request
        or directive regarding capital adequacy (whether or not having the force
        of law)
        of any such authority, central bank or comparable agency, has or would have
        the
        effect of reducing the rate of return on capital of such Bank (or its Parent)
        as
        a consequence of such Bank’s obligations hereunder to a level below that which
        such Bank (or its Parent) could have achieved but for such adoption, change,
        request or directive (taking into consideration its policies with respect
        to
        capital adequacy) by an amount deemed by such Bank to be material, then from
        time to time, within 30 days after demand by such Bank (with a copy to the
        Administrative Agent), the applicable Borrower or Additional Borrower, as
        the
        case may be, shall pay to such Bank such additional amount or amounts as
        will
        compensate such Bank (or its Parent) for such reduction; provided
        that
        such Borrower or such Additional Borrower shall not be obligated to compensate
        such Bank for any reduction incurred more than 60 days prior to the receipt
        by
        such Borrower or such Additional Borrower from such Bank of the notice
        contemplated by subsection (c) below. The Banks acknowledge and agree that
        the
        foregoing subsection (b) creates no right to demand payment of additional
        amounts in respect of laws, rules and regulations regarding capital adequacy
        as
        in effect and interpreted and administered on the date hereof.

       

      (c) Each
        Bank
        will notify the applicable Borrower and the Administrative Agent within 90
        days
        of any event of which it has knowledge, occurring after the date hereof,
        which
        will entitle such Bank to compensation pursuant to this Section and will
        designate a different Applicable Lending Office if such designation will
        avoid
        the need for, reduce the amount of, such compensation and will not, in the
        judgment of such Bank, be otherwise disadvantageous to such Bank; provided
        that if
        a Bank shall not have so notified such Borrower within 90 days of such event,
        such Bank may not seek compensation for any period beginning prior to the
        date
        upon which such Borrower is notified of such event. A certificate of any
        Bank
        claiming compensation under this Section and setting forth the calculation
        of
        the additional amount or amounts to be paid to it hereunder shall be conclusive
        in the absence of manifest error. In determining such amount, such Bank may
        use
        any reasonable averaging and attribution methods.

       

      
        
          
          

        

        
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      SECTION
        8.4.  Base
        Rate Loans Substituted for Affected Fixed Rate Loans.
        If
        (i) the obligation of any Bank to make Euro-Currency Loans has been
        suspended pursuant to Section 8.2 or (ii) any Bank has demanded
        compensation under Section 8.3(a) and the applicable Borrower, by at least
        five Euro-Currency Business Days’ prior notice to such Bank through the
        Administrative Agent, shall have elected that the provisions of this Section
        shall apply to such Bank, then, unless and until such Bank notifies such
        Borrower that the circumstances giving rise to such suspension or demand
        for
        compensation no longer apply:

       

      (a) all
        Loans
        which would otherwise be made by such Bank as Euro-Currency Loans shall be
        made
        instead as Base Rate Loans denominated in Dollars (on which interest and
        principal shall be payable contemporaneously with the related Fixed Rate
        Loans
        of the other Banks), and

       

      (b) after
        each of its Euro-Currency Loans has been repaid, all payments of principal
        which
        would otherwise be applied to repay such Fixed Rate Loans shall be applied
        to
        repay its Base Rate Loans instead.

       

      SECTION
        8.5.  Substitution
        of Bank.
        If
        (i) the obligation of any Bank to make Euro-Currency Loans has been
        suspended pursuant to Section 8.2, (ii) any Bank has demanded
        compensation under Section 8.3, (iii) any Protesting Bank has given
        notice to the Borrowers in accordance with Section 2.16(b) hereof or
        (iv) either Borrower or any Additional Borrower is obligated to pay an
        additional amount to any Bank or any Governmental Authority for the account
        of
        any Bank pursuant to Section 2.15, in each case, the applicable Borrower or
        applicable Additional Borrower shall have the right, with the assistance
        of the
        Administrative Agent, to seek a substitute bank or banks (which may be one
        or
        more of the Banks), mutually satisfactory to the applicable Borrower or
        applicable Additional Borrower and the Administrative Agent, to purchase
        the
        Loans and Notes (as applicable) and assume the Commitments of such
        Bank.

       

      ARTICLE
        IX


       

      MISCELLANEOUS

       

      SECTION
        9.1.  Notices.
        All
        notices, requests and other communications to any party hereunder shall be
        in
        writing (including bank wire, facsimile transmission, electronic transmission
        or
        similar writing) and shall be given to such party: 

       

      (a) in
        the case of either Borrower or any Additional Borrower, c/o Ingersoll-Rand
        Company, 155 Chestnut Ridge Road, Montvale, New Jersey 07645, facsimile number
        (201) 573-3468; 

       

      (b) in
        the case of the Administrative Agent, at JPMorgan Chase Bank, N.A., 270 Park
        Avenue, New York, New York 10017, attention of Randolph Cates, at facsimile
        number (212) 270-3279 or at randolph.cates@jpmorgan.com (for all
        communications other than funds transfers); provided
        that
        notices in respect of London-based transactions shall be given at JPMorgan
        Chase
        Bank, N.A., 125 London Wall, Floor 9, London EC2Y 5AJ United Kingdom, attention
        of Ching Loh, at facsimile number 44.207.7772360 or at
        ching.loh@jpmorgan.com;

       

      
        
          
          

        

        
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      (c) in
        the case of any Bank, at its address, electronic mail address (except for
        notices to Lloyds TSB Bank plc) or facsimile number set forth in its
        Administrative Questionnaire; or 

       

      (d) in
        the case of any party, such other address, electronic mail address or facsimile
        number as such party may hereafter specify for the purpose by notice to the
        Administrative Agent and the Borrower. 

       

      Each
        such
        notice, request or other communication shall be effective (i) if given by
        facsimile transmission, when transmitted to the facsimile number specified
        in
        this Section and confirmation of receipt is received, (ii) if given by
        mail, 72 hours after such communication is deposited in the mails with first
        class postage prepaid, addressed as aforesaid or (iii) if given by any
        other means, when delivered at the address specified in this Section;
provided
        that
        notices to the Administrative Agent under Article II or Article VIII
        or to either Borrower under Section 6.1 shall not be effective until
        received. Notices, requests and other communications to be given to any
        Additional Borrower shall be deemed given if such notice, request or other
        communication has been given to the Borrowers, and any consent to be given
        by
        any Additional Borrower shall be deemed given if such consent has been given
        on
        behalf of such Additional Borrower by the Borrowers.

       

      SECTION
        9.2.  No
        Waivers.
        No
        failure or delay by the Administrative Agent or any Bank in exercising any
        right, power or privilege hereunder or under any Note shall operate as a
        waiver
        thereof nor shall any single or partial exercise thereof preclude any other
        or
        further exercise thereof or the exercise of any other right, power or privilege.
        The rights and remedies herein provided shall be cumulative and not exclusive
        of
        any rights or remedies provided by law.

       

      SECTION
        9.3.  Expenses;
        Indemnification.
        (a)  The
        Borrowers shall pay (i) all reasonable out-of-pocket expenses of the
        Administrative Agent, including reasonable fees and disbursements of special
        counsel for the Administrative Agent, in connection with any waiver or consent
        hereunder or any amendment hereof or any Default or alleged Default hereunder,
        (ii) all fees, as described in the Fee Letters, in connection with the
        preparation of this Agreement, and (iii) if an Event of Default occurs, all
        out-of-pocket expenses incurred by each Agent and Bank, including reasonable
        fees and disbursements of counsel, in connection with such Event of Default
        and
        collection, bankruptcy, insolvency and other enforcement proceedings resulting
        therefrom. To the extent practicable, the Administrative Agent or Bank, as
        the
        case may be, shall give the Borrowers prior notice of the incurrence of any
        expenses described in this subsection (a); provided,
        however,
        that
        the failure to give such notice shall not affect the obligation of the Borrowers
        to pay such Administrative Agent or Bank the amount or amounts due pursuant
        to
        subsection (a) with respect to such expenses.

       

      (b) Each
        Borrower agrees to indemnify and hold harmless each Agent and each Bank and
        the
        officers, partners, members, directors, trustees, advisors, employees, agents,
        sub-agents and Affiliates of each Agent and each Bank (each, an “Indemnitee”)
        from
        and against any and all liabilities, losses, damages, costs, penalties paid
        to
        third parties and expenses of any kind, including, without limitation, the
        reasonable fees and disbursements of counsel, which may be incurred by any
        Indemnitee in connection with any investigative, administrative or judicial
        proceeding (whether or not such Indemnitee shall be designated a party thereto)
        relating to or arising out of this Agreement or any actual or proposed use
        of
        proceeds of Loans hereunder; provided
        that no
        Indemnitee shall have the right to be indemnified hereunder for its own bad
        faith, gross negligence, willful misconduct or for its material breach of
        its
        obligations under this Agreement, as determined by a court of competent
        jurisdiction.

       

      
        
          
          

        

        
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      (c) To
        the
        extent permitted by applicable law, neither Borrower shall assert, and each
        Borrower hereby waives, any claim against each Indemnitee on any theory of
        liability, for special, indirect, consequential or punitive damages (as opposed
        to direct or actual damages) (whether or not the claim therefor is based
        on
        contract, tort or duty imposed by any applicable legal requirement) arising
        out
        of, in connection with, as a result of, or in any way related to, this Agreement
        or any Note or any agreement or instrument contemplated hereby or thereby
        or
        referred to herein or therein, the transactions contemplated hereby or thereby,
        any Loan or the use of the proceeds thereof or any act or omission or event
        occurring in connection therewith, and each Borrower hereby waives, releases
        and
        agrees not to sue upon any such claim or any such damages, whether or not
        accrued and whether or not known or suspected to exist in its
        favor.

       

      SECTION
        9.4.  Sharing
        of Set-Offs.
        Each
        Bank agrees that if it shall, by exercising any right of set-off or counterclaim
        or otherwise, receive payment of a proportion of the aggregate amount of
        principal and interest due with respect to any Loan made by it which is greater
        than the proportion received by any other Bank in respect of the aggregate
        amount of principal and interest due with respect to any Loan made by such
        other
        Bank, the Bank receiving such proportionately greater payment shall purchase
        such participations in the Loans made by the other Banks, and such other
        adjustments shall be made, as may be required so that all such payments of
        principal and interest with respect to the Loans made by the Banks shall
        be
        shared by the Banks pro rata;
        provided
        that
        nothing in this Section shall impair the right of any Bank to exercise any
        right
        of set-off or counterclaim it may have and to apply the amount subject to
        such
        exercise to the payment of indebtedness of either Borrower other than its
        indebtedness under the Loans. Each Borrower agrees, to the fullest extent
        it may
        effectively do so under applicable law, that any Bank acquiring a participation
        in a Loan pursuant to the foregoing arrangements may exercise rights of set-off
        or counterclaim and other rights with respect to such participation as fully
        as
        if such holder of a participation were a direct creditor of such Borrower
        in the
        amount of such participation.

       

      SECTION
        9.5.  Amendments
        and Waivers.
        Any
        provision of this Agreement or the Notes may be amended or waived if, but
        only
        if, such amendment or waiver is in writing and is signed by the Borrowers
        and
        the Required Banks (and, if the rights or duties of any Agent or Issuing
        Bank
        are affected thereby, by such Agent or Issuing Bank); provided
        that no
        such amendment or waiver shall, unless signed by each of the Banks directly
        affected thereby, (a) increase or decrease the Commitment of any Bank
        (except for a ratable decrease in the Commitments of all Banks) or subject
        any
        Bank to any additional obligation, (b) reduce the principal of or rate of
        interest on any Loan or any fees hereunder, (c) postpone the date fixed for
        any payment of principal of or interest on any Loan or any fees hereunder
        or for
        any reduction or termination of any Commitment, (d) change the percentage
        of the Commitments or of the aggregate unpaid principal amount of the Loans,
        or
        the number of Banks, which shall be required for the Banks or any of them
        to
        take any action under this Section or any other provision of this Agreement,
        (e) change Sections 2.12(a) or 9.4 in a manner that would alter the
pro rata
        sharing
        of payments required thereby, without the written consent of each Bank,
        (f) change Section 9.16(h) or (g) release any Guarantor under
        this Agreement, subject to the exceptions set forth in Section 9.16(h). For
        the purposes of this Section, any Loans assigned to either Borrower pursuant
        to
        Section 9.16 shall not be considered outstanding.

       

      
        
          
          

        

        
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      SECTION
        9.6.  Successors
        and Assigns.
        (a)  The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns, except that
        neither Borrower nor any Additional Borrower may assign or otherwise transfer
        any of its rights under this Agreement without the prior written consent
        of all
        Banks.

       

      (b) Any
        Bank
        may at any time grant to one or more banks or other financial institutions
        (each
        a “Participant”)
        participating interests in its Commitment or any or all of its Loans. In
        the
        event of any such grant by a Bank of a participating interest to a Participant,
        whether or not upon notice to the applicable Borrower or applicable Additional
        Borrower and the Administrative Agent, such Bank shall remain responsible
        for
        the performance of its obligations hereunder, and the applicable Borrower
        or
        applicable Additional Borrower and the Administrative Agent shall continue
        to
        deal solely and directly with such Bank in connection with such Bank’s rights
        and obligations under this Agreement. Any agreement pursuant to which any
        Bank
        may grant such a participating interest shall provide that such Bank shall
        retain the sole right and responsibility to enforce the obligations of the
        Borrowers and any Additional Borrowers hereunder including, without limitation,
        the right to approve any amendment, modification or waiver of any provision
        of
        this Agreement; provided
        that
        such participation agreement may provide that such Bank will not agree to
        any
        modification, amendment or waiver of this Agreement described in clause (a),
        (b)
        or (c) of Section 9.5 without the consent of the Participant. The Borrowers
        agree that each Participant shall, to the extent provided in its participation
        agreement, be entitled to the benefits of Article VIII and
        Section 2.15 with respect to its participating interest. An assignment or
        other transfer which is not permitted by subsection (c) or (d) below shall
        be
        given effect for purposes of this Agreement only to the extent of a
        participating interest granted in accordance with this subsection
        (b).

       

      (c) Any
        Bank
        may at any time assign to one or more banks or other financial institutions
        (each an “Assignee”)
        all,
        or a proportionate part of all, of its rights and obligations under this
        Agreement and the Notes, and such Assignee shall assume such rights and
        obligations, pursuant to an Assignment and Assumption Agreement in substantially
        the form of Exhibit G hereto executed by such Assignee and such transferor
        Bank, with (and subject to) the subscribed consent of the Borrowers and any
        Additional Borrower, the applicable Issuing Bank and the Administrative Agent,
        which consent, in each case, shall not be unreasonably withheld or delayed;
        provided
        that
        (i) the consent of the Borrowers, any Additional Borrower, the
        Administrative Agent and the applicable Issuing Bank shall not be required
        if an
        Assignee is another Bank or an Affiliate of such transferor Bank and such
        Assignee satisfies the certification requirement of Section 2.4(a) or
        (ii) the consent of the Borrowers and any Additional Borrower shall not be
        required if an assignment is made during the existence of any Event of Default
        under Section 6.1(a), 6.1(f) or 6.1(g); and provided further
        that
        such assignment may, but need not, include rights of the transferor Bank
        in
        respect of outstanding Money Market Loans. Upon execution and delivery of
        such
        instrument and payment by such Assignee to such transferor Bank of an amount
        equal to the purchase price agreed between such transferor Bank and such
        Assignee, such Assignee shall be a Bank party to this Agreement and shall
        have
        all the rights and obligations of a Bank with a Commitment as set forth in
        such
        instrument of assumption, and the transferor Bank shall be released from
        its
        obligations hereunder to a corresponding extent (but shall continue to be
        entitled to the benefits of Sections 2.15, 8.3 and 9.3), and no further
        consent or action by any party shall be required. Upon the consummation of
        any
        assignment pursuant to this subsection (c), the transferor Bank, the
        Administrative Agent and the applicable Borrower or applicable Additional
        Borrower shall make appropriate arrangements so that, if required, a new
        Note is
        issued to the Assignee. In connection with any such assignment, the transferor
        Bank shall pay to the Administrative Agent an administrative fee for processing
        such assignment in the amount of $2,500. The Assignee shall, prior to the
        first
        date on which interest or fees are payable hereunder for its account, deliver
        to
        the applicable Borrower or applicable Additional Borrower and the Administrative
        Agent certification as to exemption from deduction or withholding of any
        taxes
        in accordance with Section 2.15.
        In
        addition, the applicable Borrower or applicable Additional Borrower is entitled
        to withhold consent to such assignment if the Assignee is unable to deliver
        two
        duly completed copies of United States Internal Revenue Service Form W-9,
        W-8BEN, W-8ECI or W-8IMY (or a successor form), as applicable, certifying
        that
        if payments under this Agreement and the Notes were paid to such Assignee
        by a
        U.S. Borrower, such Assignee would be entitled to receive payments under
        this
        Agreement and the Notes without deduction or withholding of any United States
        tax.

       

      
        
          
          

        

        
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      (d) Assignments
        shall be subject to the following additional conditions: (i) except in the
        case of an assignment to a Bank, an Affiliate of a Bank or an assignment
        of the
        entire remaining amount of the assigning Bank’s Commitment or Loans, the amount
        of the Commitment or Loans of the assigning Bank subject to each such assignment
        (determined as of the date the Assignment and Assumption Agreement with respect
        to such assignment is delivered to the Administrative Agent) shall not be
        less
        than $5,000,000, unless the applicable Borrower or applicable Additional
        Borrower and the Administrative Agent otherwise consent (such consent not
        to be
        unreasonably withheld or delayed), provided
        that no
        such consent of the applicable Borrower or applicable Additional Borrower
        shall
        be required if an Event of Default under Section 6.1(a), 6.1(f) or 6.1(g)
        has occurred and is continuing, (ii) each partial assignment shall be made
        as an assignment of a proportionate part of all the assigning Bank’s rights and
        obligations under this Agreement, provided
        that
        this clause (ii) shall not be construed to prohibit assignment of a
        proportionate part of all the assigning Bank’s rights and obligations in respect
        of Commitments or Loans.

       

      (e) Any
        Bank
        may at any time assign all or any portion of its rights under this Agreement
        and
        its Loans and, if applicable, Note to a Federal Reserve Bank. No such assignment
        shall release the transferor Bank from its obligations hereunder.

       

      (f) No
        Assignee, Participant or other transferee of any Bank’s rights shall be entitled
        to receive any greater payment under Section 8.3 than such Bank would have
        been entitled to receive with respect to the rights transferred, unless such
        transfer is made with the prior written consent of the Borrowers and any
        Additional Borrower or by reason of the provisions of Section 8.2 or 8.3
        requiring such Bank to designate a different Applicable Lending Office under
        certain circumstances or at a time when the circumstances giving rise to
        such
        greater payment did not exist.
        No
        Participant shall be entitled to receive any greater payment under
        Section 2.15 than such Bank would have been entitled to receive with
        respect to such participation sold to such Participant, unless the sale of
        such
        participation to such Participant is made with the prior written consent
        of the
        Borrowers and any Additional Borrower.

       

      
        
          
          

        

        
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      (g) The
        Administrative Agent, on behalf of the Borrowers and any Additional Borrowers,
        shall maintain at the Administrative Agent’s Domestic Lending Office a copy of
        each Assignment and Assumption Agreement delivered to it and a register (the
        “Register”)
        for
        the recordation of the names and addresses of the Banks and the Commitment
        of,
        and principal amount of the Loan owing to, each Bank from time to time. The
        entries in the Register shall be conclusive, in the absence of manifest error,
        and the Borrowers, any Additional Borrowers, the Administrative Agent and
        the
        Banks may (and, in the case of any Loan or other obligation hereunder not
        evidenced by a Note, shall) treat each Person whose name is recorded in the
        Register as the owner of a Loan or other obligation hereunder as the owner
        thereof for all purposes of this Agreement, notwithstanding any notice to
        the
        contrary. Any assignment of any Loan or other obligation hereunder not evidenced
        by a Note shall be effective only upon appropriate entries with respect thereto
        being made in the Register. The
        Register shall be available for inspection by the Borrowers or any Bank (with
        respect to any entry relating to such Bank’s Loans) at any reasonable time and
        from time to time upon reasonable prior notice.

       

      SECTION
        9.7.  Collateral.
        Each of
        the Banks represents to the Administrative Agent and the other Banks that
        it in
        good faith is not relying upon any “margin stock” (as defined in Regulation U)
        as collateral in the extension or maintenance of the credit provided for
        in this
        Agreement.

       

      SECTION
        9.8.  Governing
        Law; Submission to Jurisdiction;
        Process
        Agent.
        This
        Agreement and each Note shall be governed by and construed in accordance
        with
        the laws of the State of New York. Each Borrower and each Additional Borrower
        hereby submits to the nonexclusive jurisdiction of the United States District
        Court for the Southern District of New York and of any New York State court
        sitting in New York City for purposes of all legal proceedings arising out
        of or
        relating to this Agreement or the transactions contemplated hereby. Each
        Borrower and each Additional Borrower irrevocably waives, to the fullest
        extent
        permitted by law, any objection which it may now or hereafter have to the
        laying
        of the venue of any such proceeding brought in such a court and any claim
        that
        any such proceeding brought in such a court has been brought in an inconvenient
        forum. The Borrowers hereby irrevocably designate, appoint and empower
Ingersoll-Rand
        Company, located at 155 Chestnut Ridge Road, Montvale, New Jersey 07645,
        United
        States of America (facsimile number: (201) 573-3468)
        (the
“Process
        Agent”),
        in
        the case of any such proceeding brought in the United States of America as
        its
        designee, appointee and agent to receive, accept and acknowledge for and
        on its
        behalf, and in respect of its property, service of any and all legal process,
        summons, notices and documents that may be served in any proceeding arising
        out
        of or in connection with this Agreement or any Note. Such service may be
        made
        (a) by mailing (by registered or certified mail, postage prepaid) or
        delivering a copy of such process to the applicable Borrower in care of the
        Process Agent at the Process Agent’s above address, and each Borrower hereby
        irrevocably authorizes and directs the Process Agent to accept such service
        on
        its behalf or (b) by the mailing (by registered or certified mail, postage
        prepaid) of copies of such process to the Process Agent or the applicable
        Borrower at its address specified in Section 9.1, and each Borrower
        irrevocably consents to the service of any and all process in any such
        proceeding.

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      SECTION
        9.9.  Counterparts;
        Integration.
        This
        Agreement may be signed in any number of counterparts, each of which shall
        be an
        original, with the same effect as if the signatures thereto and hereto were
        upon
        the same instrument. This Agreement constitutes the entire agreement and
        understanding among the parties hereto and supersedes any and all prior
        agreements and understandings, oral or written, relating to the subject matter
        hereof.

       

      SECTION
        9.10.  Confidentiality.
        Each
        Agent and each Bank shall hold all non-public information regarding the
        Borrowers and their respective Subsidiaries and their respective businesses
        identified as such by the Borrowers and obtained by such Agent or such Bank
        pursuant to the requirements hereof in accordance with such Agent’s or such
        Bank’s customary procedures for handling confidential information of such
        nature, it being understood and agreed by the Borrowers that, in any event,
        the
        Administrative Agent may disclose such information to the Banks and each
        Agent
        and each Bank may make (i) disclosures of such information to Affiliates of
        such Bank or Agent and to their respective agents and 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,
        (ii) disclosures of such information reasonably required by any bona fide
        or potential assignee, transferee or participant in connection with the
        contemplated assignment, transfer or participation of any Loans or any
        participations therein or by any direct or indirect contractual counterparties
        (or the professional advisors thereto) to any swap or derivative transaction
        relating to the Borrowers and their respective obligations (provided
        that
        such assignees, transferees, participants, counterparties and advisors are
        advised of and agree to be bound by either the provisions of this Section
        or
        other provisions at least as restrictive as this Section), (iii) disclosure
        to any rating agency when required by it; provided
        that,
        prior to any disclosure, such rating agency shall undertake in writing to
        preserve the confidentiality of any confidential information relating to
        the
        Borrowers received by it from any of the Agents or any Bank,
        (iv) disclosures in connection with the exercise of any remedies hereunder
        or under any Note and (v) disclosures required or requested by any
        governmental agency or representative thereof or by the National Association
        of
        Insurance Commissioners or pursuant to legal or judicial process; provided,
        unless
        specifically prohibited by applicable law, rule, regulation or court order,
        each
        Bank and each Agent shall make reasonable efforts to notify each Borrower,
        as
        applicable, of any request by any governmental agency or representative thereof
        (other than any such request in connection with any examination of the financial
        condition or other routine examination of such Bank by such governmental
        agency)
        for disclosure of any such non-public information prior to disclosure of
        such
        information. In addition, each Agent and each Bank may disclose the existence
        of
        this Agreement and the information about this Agreement to market data
        collectors, similar service providers to the lending industry, and similar
        service providers to the Agents and the Banks in connection with the
        administration and management of this Agreement and any Note.

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      SECTION
        9.11.  No
        Fiduciary Duty.
        Each
        Agent, each Bank and their Affiliates (collectively, solely for purposes
        of this
        paragraph, the “Banks”), may have economic interests that conflict with those of
        the Borrowers. The Borrowers agree that neither the Loan Documents nor any
        transactions contemplated by the Loan Documents will be deemed to create
        an
        advisory, fiduciary or agency relationship or fiduciary or other implied
        duty
        between the Banks and the Borrowers, their stockholders or their Affiliates.
        The
        Borrowers acknowledge and agree that (i) the transactions contemplated by
        the Loan Documents are arm’s-length commercial transactions between the Banks,
        on the one hand, and the Borrowers, on the other, (ii) in connection any
        transactions contemplated by the Loan Documents and with the process leading
        to
        such transaction, each of the Banks is acting solely as a principal and not
        the
        agent or fiduciary of either Borrower or its management, stockholders, creditors
        or any other Person, (iii) no Bank has assumed an advisory or fiduciary
        responsibility in favor of either Borrower with respect to any transactions
        contemplated by the Loan Documents or the process leading thereto (irrespective
        of whether any Bank or any of its Affiliates has advised or is currently
        advising either Borrower on other matters) or any other obligation to either
        Borrower except the obligations expressly set forth in the Loan Documents
        and
        (iv) the Borrowers have consulted their own legal and financial advisors to
        the extent the Borrowers deemed appropriate. The Borrowers further acknowledge
        and agree that they are responsible for making their own independent judgments
        with respect to any transactions contemplated by the Loan Documents and the
        process leading thereto. The Borrowers agree that they will not claim that
        any
        Bank has rendered advisory services of any nature or respect, or owes a
        fiduciary or similar duty to either Borrower, in connection with any
        transactions contemplated by the Loan Documents or the process leading
        thereto.

       

      SECTION
        9.12.  Conversion
        of Currencies.
        (a)
        If, for
        the purpose of obtaining judgment in any court, it is necessary to convert
        a sum
        owing hereunder in one currency into another currency, each party hereto
        (including each Borrower and each Additional Borrower) agrees, to the fullest
        extent that it may effectively do so, that the rate of exchange used shall
        be
        determined as described in the definition of Exchange Rate in Section 1.1
        hereof and in accordance with normal banking procedures in the relevant
        jurisdiction of the first currency and shall be calculated at approximately
        10:00 A.M., New York City time, or as close to such time as is reasonably
        practicable on the Euro-Currency Business Day immediately preceding the day
        on
        which final judgment is given. 

       

      (b) The
        obligations of each Borrower and each Additional Borrower in respect of any
        sum
        due to any party hereto or any holder of the obligations owing hereunder
        (the
“Applicable
        Creditor”)
        shall,
        notwithstanding any judgment in a currency (the “Judgment
        Currency”)
        other
        than the currency in which such sum is stated to be due hereunder (the
“Agreement
        Currency”),
        be
        discharged only to the extent that, on the Euro-Currency Business Day following
        receipt by the Applicable Creditor of any sum adjudged to be so due in the
        Judgment Currency, the Applicable Creditor may in accordance with normal
        banking
        procedures in the relevant jurisdiction purchase the Agreement Currency with
        the
        Judgment Currency; if the amount of the Agreement Currency so purchased is
        less
        than the sum originally due to the Applicable Creditor in the Agreement
        Currency, each Borrower and each Additional Borrower agrees, as applicable,
        as a
        separate obligation and notwithstanding any such judgment, to indemnify the
        Applicable Creditor against such loss. The obligations of each Borrower and
        each
        Additional Borrower contained in this Section 9.12 shall survive the
        termination of this Agreement and the payment of all other amounts owing
        hereunder. Furthermore, if the amount of the Agreement Currency purchased
        as
        described above is more than the sum originally due to the Applicable Creditor
        in the Agreement Currency, then such Applicable Creditor shall remit such
        excess
        to the Borrower or the relevant Additional Borrower.

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

    

    SECTION
      9.13.  WAIVER
      OF JURY TRIAL.
      EACH
      BORROWER, EACH ADDITIONAL BORROWER, EACH AGENT AND EACH BANK HEREBY IRREVOCABLY
      WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
      OF
      OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.

     

    SECTION
      9.14.  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
      9.15.  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
      9.16.  Guarantee
      Agreement.
      

     

    (a) 
      In order
      to induce the Banks to extend credit to the Borrowers and the Additional
      Borrowers hereunder, (i) in the case of IR Parent, IR Global hereby
      irrevocably and unconditionally guarantees, as a primary obligor and not merely
      as a surety, the Obligations of IR Parent and (ii) in the case of IR Global
      and any Additional Borrowers, IR Parent hereby irrevocably and unconditionally
      guarantees, as a primary obligor and not merely as a surety, the Obligations
      of
      IR Global and any Additional Borrowers. The Guarantors further agree that the
      due and punctual payment of the Obligations of the Borrowers and Additional
      Borrowers, as applicable, may be extended or renewed, in whole or in part,
      without notice to or further assent from them, and that they will remain bound
      upon their guarantees hereunder notwithstanding any such extension or renewal
      of
      any Obligation.

     

    (b) The
      Guarantors waive presentment to, demand of payment from and protest to any
      Borrower or any Additional Borrower, as applicable, of any of the Obligations,
      and also waive notice of acceptance of their obligations and notice of protest
      for nonpayment. The obligations of the Guarantors hereunder shall not be
      affected by (a) the failure of any Bank to assert any claim or demand or to
      enforce any right or remedy against either Borrower or any Additional Borrower,
      as applicable, under the provisions of this Agreement, any Note, any Additional
      Borrower Agreement or otherwise; (b) any extension or renewal of any of the
      Obligations; (c) any rescission, waiver, amendment or modification of, or
      release from, any of the terms or provisions of this Agreement, any Note, any
      Additional Borrower Agreement or any other agreement; (d) the failure or
      delay of any Bank to exercise any right or remedy against any other guarantor
      of
      the Obligations; (e) the failure of any Bank to assert any claim or demand
      or to enforce any remedy under this Agreement, any Note or any other agreement
      or instrument; (f) any default, failure or delay, willful or otherwise, in
      the performance of the Obligations; or (g) any other act, omission or delay
      to do any other act which may or might otherwise operate as a discharge of
      either Guarantor as a matter of law or equity or which would impair or eliminate
      any right of either Guarantor to subrogation.


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    (c) The
      Guarantors further agree that their guarantees hereunder constitute promises
      of
      payment when due (whether or not any bankruptcy or similar proceeding shall
      have
      stayed the accrual or collection of any of the Obligations or operated as a
      discharge thereof) and not merely of collection, and waive any right to require
      that any resort be had by any Bank to any balance of any deposit account or
      credit on the books of any Bank in favor of either Borrower, any Additional
      Borrower or other Subsidiary or any other Person.

     

    (d) The
      obligations of the Guarantors hereunder shall not be subject to any reduction,
      limitation, impairment or termination for any reason, and shall not be subject
      to any defense or set-off, counterclaim, recoupment or termination whatsoever,
      by reason of the invalidity, illegality or unenforceability of the Obligations,
      any impossibility in the performance of the Obligations or
      otherwise.

     

    (e) The
      Guarantors further agree that their respective obligations hereunder shall
      continue to be effective or be reinstated, as the case may be, if at any time
      payment, or any part thereof, of any Obligation is rescinded or must otherwise
      be restored by any Bank upon the bankruptcy or reorganization of either Borrower
      or any Additional Borrower or otherwise.

     

    (f) In
      furtherance of the foregoing and not in limitation of any other right which
      any
      Bank may have at law or in equity against either Guarantor by virtue hereof,
      upon the failure of a Borrower or any Additional Borrower to pay any Obligation
      when and as the same shall become due, whether at maturity, by acceleration,
      after notice of prepayment or otherwise, the relevant Guarantor hereby promises
      to and shall, upon receipt of written demand by the Administrative Agent,
      forthwith pay, or cause to be paid, to the Administrative Agent for distribution
      to the Banks in cash an amount equal the unpaid principal amount of such
      Obligation. The Guarantors further agree that if payment in respect of any
      Obligation shall be due in currency other than Dollars and/or at a place of
      payment other than New York and if, by reason of any legal prohibition,
      disruption of currency or foreign exchange markets, war or civil disturbance
      or
      other event, payment of such Obligation in such currency or at such place of
      payment shall be impossible or, in the reasonable judgment of any Bank, not
      consistent with the protection of its rights, then, at the election of such
      Bank
      and in reasonable consultation with the applicable Guarantor, such Guarantor
      shall make payments of such Obligation in Dollars (based upon the applicable
      Exchange Rate in effect on the date of payment) and/or in New York, and shall
      indemnify such Bank against any losses or expenses (including losses or expenses
      resulting from fluctuations in exchange rates) that it shall sustain as a result
      of such alternative payment.

     

    (g) Upon
      payment by a Guarantor of any Obligation of either Borrower or any Additional
      Borrower, each Bank shall, in a reasonable manner, assign to such Guarantor
      the
      amount of such Obligation owed to such Bank and so paid, such assignment to
      be
      pro tanto to the extent to which the Obligation in question was discharged
      by
      such Guarantor, or make such disposition thereof as such Guarantor shall direct
      (all without recourse to any Bank and without any representation or warranty
      by
      any Bank). Upon payment by a Guarantor of any sums owed by a Borrower or an
      Additional Borrower as provided above, all rights of such Guarantor against
      such
      Borrower or such Additional Borrower arising as a result thereof by way of
      right
      of subrogation, through the assignment described herein or otherwise shall
      in
      all respects be subordinated and junior in right of payment to the prior
      indefeasible payment in full of all the Obligations owed by such Borrower or
      such Additional Borrower to the Bank (it being understood that, after the
      discharge of all the Obligations due and payable from such Borrower or such
      Additional Borrower, such rights may be exercised by such Guarantor
      notwithstanding that such Borrower or such Additional Borrower may remain
      contingently liable for indemnity or other Obligations).


    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    (h) The
      Banks
      agree that each Guarantor under this Agreement shall be automatically released
      from its obligations under this Section (i) upon termination of the
      Commitments and payment in full in cash of all Obligations, (ii) if the
      Borrowers request the release of such Guarantor and, subject to
      Section 9.5, such release is approved, authorized or ratified in writing
      (A) by each Bank, in the case of IR Parent, and (B) by the Required
      Banks, in the case of IR Global; provided
      that,
      if, at the time such request for the release of IR Global is made, IR Global
      is
      a guarantor under any Public Debt, such release of IR Global must be approved,
      authorized or ratified in writing by each Bank or (iii) if the Borrowers
      request the release of such Guarantor in connection with a transaction permitted
      by Section 5.7 pursuant to which such Guarantor is not the surviving
      entity; provided that the surviving entity assumes such Guarantor’s guarantee
      hereunder.

     

    (i) In
      each
      case as specified in this Section, the Administrative Agent shall promptly
      (and
      each Bank irrevocably authorizes the Administrative Agent to), at the applicable
      Borrower’s expense, execute and deliver to such Borrower and the relevant
      Guarantor such documents as such Borrower may reasonably request to evidence
      the
      release of such Guarantor from its obligations under this Section.

     

    SECTION
      9.17.  Patriot
      Act. 

     

    Each
      Bank
      hereby notifies each Borrower that, pursuant to the requirements of bank
      regulatory authorities under applicable “know-your-customer” and anti-money
      laundering rules and regulations, including the U.S.A. Patriot Act (Title III
      of
      Pub. L. 107-56 (signed into law October 26, 2001) the “Patriot
      Act”),
      it is
      required to obtain, verify and record information that identifies each Borrower
      and each Guarantor, which information includes the names and addresses of such
      Borrower and such Guarantor and other information that will allow such Bank
      to
      identify such Borrower and such Guarantor in accordance with the Patriot
      Act.


    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    


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

    


    
      	INGERSOLL-RAND
              COMPANY LIMITED	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	INGERSOLL-RAND
              GLOBAL HOLDING COMPANY LIMITED	 
	 	 	 
	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    

      Ingersoll-Rand
        Credit Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              JPMORGAN
                CHASE BANK, N.A.,

            	 
	
              as
                Administrative Agent and as a Bank,

            	 
	 	 	 
	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    

      Ingersoll-Rand
        Credit Agreement

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Citibank,
                N.A.,

            	 
	
              as
                Syndication Agent and as a Bank,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:
                

            	 
	 	
              Title:

            	 


    


    Ingersoll-Rand
      Credit Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              BANK
                OF AMERICA, N.A.,

            	 
	
              as
                Documentation Agent and as a Bank,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              
                DEUTSCHE
                  BANK SECURITIES INC.,

              

            	 
	
              as
                Documentation Agent,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              
                DEUTSCHE
                  BANK AG, NEW YORK BRANCH,

              

            	 
	
              as
                a Bank,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              
                THE
                  BANK OF TOKYO MITSUBISHI, LTD., NEW YORK
                  BRANCH,

              

            	 
	
              as
                Documentation Agent and as a Bank,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              BNP
                PARIBAS,

            	 
	
              as
                Documentation Agent and as a Bank,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              
                WILLIAM
                  STREET LLC

              

            	 
	
              as
                Documentation Agent and as a Bank,

            	 
	 	 	 
	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    
      	____________________________________________,	 
	
              as
                a Bank,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    Ingersoll-Rand
      Credit Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    


     

    

      
        	
                Bank

              	 	
                Commitment

              	 
	
                JPMorgan
                  Chase Bank, N.A.

              	 	
                $

              	
                92,500,000

              	 
	
                Citibank,
                  N.A.

              	 	 	
                92,500,000

              	 
	
                Bank
                  of America, N.A.

              	 	 	
                82,000,000

              	 
	
                Deutsche
                  Bank AG, New York Branch

              	 	 	
                82,000,000

              	 
	
                The
                  Bank of Tokyo Mitsubishi, Ltd., New York Branch

              	 	 	
                82,000,000

              	 
	
                BNP
                  Paribas

              	 	 	
                82,000,000

              	 
	
                William
                  Street LLC

              	 	 	
                82,000,000

              	 
	
                Mizuho
                  Corporate Bank, Ltd.

              	 	 	
                70,000,000

              	 
	
                HSBC
                  Bank USA, National Association

              	 	 	
                52,500,000

              	 
	
                The
                  Royal Bank of Scotland plc

              	 	 	
                52,500,000

              	 
	
                Credit
                  Suisse

              	 	 	
                40,000,000

              	 
	
                Banco
                  Santander, S.A., NY Branch

              	 	 	
                40,000,000

              	 
	
                The
                  Bank of New York

              	 	 	
                30,000,000

              	 
	
                Lloyds
                  TSB Bank plc

              	 	 	
                30,000,000

              	 
	
                The
                  Bank of Nova Scotia

              	 	 	
                30,000,000

              	 
	
                Standard
                  Chartered

              	 	 	
                30,000,000

              	 
	
                Northern
                  Trust Company

              	 	 	
                30,000,000

              	 
	
                Total

              	 	
                $

              	
                1,000,000,000

              	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    NOTE

     

    New
      York,
      New York

     

    For
      value
      received,
                                                  ,
      a Bermuda corporation (the “Borrower”),
      promises to pay to the order of
                                                  
(the “Bank”),
      for
      the account of its Applicable Lending Office, the unpaid principal amount of
      each Loan made by the Bank to the Borrower pursuant to the Credit Agreement
      referred to below on the last day of the Interest Period relating to such Loan.
      The Borrower promises to pay interest on the unpaid principal amount of each
      such Loan on the dates and at the rate or rates provided for in the Credit
      Agreement. All such payments of principal and interest shall be made in
      accordance with the terms of the Credit Agreement.

     

    All
      Loans
      made by the Bank, the respective types and maturities thereof and all repayments
      of the principal thereof shall be recorded by the Bank and, if the Bank so
      elects in connection with any transfer or enforcement hereof, appropriate
      notations to evidence the foregoing information with respect to each such Loan
      then outstanding may be endorsed by the Bank on the schedule attached hereto,
      or
      on a continuation of such schedule attached to and made a part hereof; provided
      that the failure of the Bank to make any such recordation or endorsement shall
      not affect the obligations of the Borrower hereunder or under the Credit
      Agreement.

     

    This
      note
      is one of the Notes referred to in the $1,000,000,000 Credit Agreement dated
      as
      of June 27,
      2008,
      among Ingersoll-Rand Company Limited, Ingersoll-Rand
      Global Holding Company Limited, the
      banks
      listed on the signature pages thereto, JPMorgan Chase Bank, N.A., as
      Administrative Agent, Citibank,
      N.A.,
      as
      Syndication Agent, Bank
      of
      America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo Mitsubishi,
      Ltd., New York Branch, BNP Paribas and William
      Street LLC, as
      Documentation Agents, and J.P.
      Morgan Securities Inc.
      and
Citigroup
      Global Markets Inc.,
      as
      joint lead arrangers and joint bookrunners (as the same may be amended from
      time
      to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used
      herein with the same meanings. Reference is made to the Credit Agreement for
      provisions for the prepayment hereof and the acceleration of the maturity
      hereof.

     

    (rest
      of
      page intentionally left blank)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
      THE
      LAW OF THE STATE OF NEW YORK.

     

    
      	
              ___________________________________________,

            	 
	 	 	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOTE 

     

    (continued)

     

    LOANS
      AND
      PAYMENTS OF PRINCIPAL

     

    
      	
              Date

            	
               

            	
              Amount
                of

               Loan

            	
               

            	
              Type
                of Loan

            	
               

            	
              Amount
                of Principal 

              Repaid

            	
               

            	
              Maturity
                

              Date

            	
               

            	
              Notation
                

              Made
                By

            
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF MONEY MARKET QUOTE REQUEST

     

    [Date]

     

    
      	
              To:
                

            	
              JPMorgan
                Chase Bank, N.A.,

            
	 	
              as
                Administrative Agent

            
	 	 
	
              From:

            	
              [Ingersoll-Rand
                Company Limited]

            
	 	
              [Ingersoll-Rand
                Global Holding Company Limited]

            
	 	 
	
              Re:

               

            	
              $1,000,000,000
                Credit Agreement (the “Credit Agreement”) dated as of June 27, 2008,
                among the Borrowers, the Banks listed on the signature pages thereof
                and
                the Agents

               

            


    

    We
      hereby
      give notice pursuant to Section 2.3 of the Credit Agreement that we request
      Money Market Quotes for the following proposed Money Market
      Borrowing(s):

     

    Date
      of
      Borrowing: _______________

     

    
      	
              Principal
                Amount1 

            	 	
              Applicable
                Currency

            	 	
              Interest
                Period2 

            
	
              $

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    Such
      Money Market Quotes should offer a Money Market [Margin][Absolute Rate]. [The
      applicable base rate is the London Interbank Offered Rate.]

     

    Terms
      used, but not defined, herein have the meanings assigned to them in the Credit
      Agreement.

     

    
      	
              [INGERSOLL-RAND
                COMPANY LIMITED],

            
	
              [INGERSOLL-RAND
                GLOBAL HOLDING COMPANY LIMITED],

            
	 	 
	
              By:
                

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    
    

     

      
        

      

    

    
      	
              1

            	
              Amount
                must be $10,000,000 or a larger multiple of $1,000,000 (or the Foreign
                Currency Equivalent thereof).

            


    

    
      	
              2

            	
              Not
                less than 7 days (LIBOR Auction), subject to the provisions of the
                definition of Interest Period.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C


    FORM
      OF INVITATION FOR MONEY MARKET QUOTES

     

    To:
       [BANK]

     

    
      	
              Re:

            	
              Invitation
                for Money Market Quotes to [Ingersoll-Rand Company Limited][Ingersoll-Rand
                Global Holding Company Limited] (the
“Borrower”)

            


    

     

    Pursuant
      to Section 2.3 of the $1,000,000,000 Credit Agreement dated as of
      June 27,
      2008,
      among Ingersoll-Rand Company Limited, Ingersoll-Rand
      Global Holding Company Limited, the
      banks
      listed on the signature pages thereto, JPMorgan Chase Bank, N.A., as
      Administrative Agent, Citibank,
      N.A.,
      as
      Syndication Agent, Bank
      of
      America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo Mitsubishi,
      Ltd., New York Branch, BNP Paribas and William
      Street LLC, as
      Documentation Agents, and J.P.
      Morgan Securities Inc.
      and
Citigroup
      Global Markets Inc.,
      as
      joint lead arrangers and joint bookrunners (as it may be amended from time
      to
      time), we are pleased on behalf of the Borrower to invite you to submit Money
      Market Quotes to the Borrower for the following proposed Money Market
      Borrowing(s):

     

    Date
      of
      Borrowing: _______________

     

    
      	
              Principal
                Amount3 

            	 	
              Applicable
                Currency

            	 	
              Interest
                Period4 

            
	
              $

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    Such
      Money Market Quotes should offer a Money Market [Margin][Absolute Rate]. [The
      applicable base rate is the London Interbank Offered Rate.]

     

    Please
      respond to this invitation by no later than 9:30 AM ([New York city][London]
      time) on [DATE].

     

    
      	
              JPMORGAN
                CHASE BANK, N.A.,

            	 
	
              as
                Administrative Agent,

            	 
	 	 	 
	
              By:
                

            	 	 
	
            	Name:	 
	
            	Authorized
              Officer	 


    

    
    

     

      
        

      

    

    
      	
              3

            	
              Amount
                must be $10,000,000 or a larger multiple of $1,000,000 (or the Foreign
                Currency Equivalent thereof).

            


    

    
      	
              4

            	
              Not
                less than 7 days (LIBOR Auction), subject to the provisions of the
                definition of Interest Period.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT D


    FORM
      OF MONEY MARKET QUOTE

     

    
      	
              To:
                

            	
              JPMorgan
                Chase Bank, N.A., as Administrative Agent

            
	 	 
	
              Re:

               

            	
              Money
                Market Quote to [Ingersoll-Rand Company Limited][Ingersoll-Rand Global
                Holding Company Limited] (the “Borrower”)

               

            


    

    In
      response to your invitation on behalf of the Borrower dated _________ __,
      20__, we hereby make the following Money Market Quote on the following
      terms:

     

    1.
      Quoting Bank: _________________________

     

    2.
      Person
      to contact at Quoting Bank: _________________________

     

    3.
      Date
      of Borrowing: _________________________1 

     

    4.
      We
      hereby offer to make [a] Money Market Loan(s) in the following principal
      amount(s), in the following currency(ies), for the following Interest Period(s)
      and at the following rate(s):

     

    
      	
              Principal
                

              Amount2 

            	 	
              Applicable
                

              Currency

            	 	
              Interest
                Period3 

            	 	
              [Money

              Market
                Margin]4 

            	 	
              Absolute
                Rate5 

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

     

    [Provided
      that the aggregate principal amount of Money Market Loans for which the above
      offers may be accepted shall not exceed $_________.]2

     

    We
      understand and agree that the offer(s) set forth above, subject to the
      satisfaction of the applicable conditions set forth in the $1,000,000,000 Credit
      Agreement dated as of June 27,
      2008,
      among Ingersoll-Rand Company Limited, Ingersoll-Rand
      Global Holding Company Limited, the
      banks
      listed on the signature pages thereto, JPMorgan Chase Bank, N.A., as
      Administrative Agent, Citibank,
      N.A.,
      as
      Syndication Agent, Bank
      of
      America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo Mitsubishi,
      Ltd., New York Branch, BNP 

     

      
        

      

    

    
      	
              1

            	
              As
                specified in the related
                Invitation.

            


    

    
      	
              2

            	
              The
                principal amount bid for each Interest Period may not exceed the
                principal
                amount requested. Specify an aggregate limitation if the sum of the
                individual offers exceeds the amount the Bank is willing to lend.
                Bids
                must be made for $10,000,000 or a larger multiple of $1,000,000 (or
                the
                Foreign Currency Equivalent
                thereof).

            


    

    
      	
              3

            	
              Not
                less than 7 days (LIBOR Auction), as specified in the related Invitation.
                No more than 5 bids are permitted for each Interest
                Period.

            


    

    
      	
              4

            	
              Margin
                over or under the London Interbank Offered Rate determined for the
                applicable Interest Period. Specify percentage (to the nearest
                1/10,000th
                of
                1%) and specify whether “PLUS” or
“MINUS”.

            


    

    
      	
              5

            	
              Specify
                rate of interest per annum (to the nearest 1/10,000th
                of
                1%).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Paribas
      and William
      Street LLC, as
      Documentation Agents, and J.P.
      Morgan Securities Inc.
      and
Citigroup
      Global Markets Inc.,
      as
      joint lead arrangers and joint bookrunners (as it may be amended from time
      to
      time), irrevocably obligates us to make [a] Money Market Loan(s) for which
      any
      Offer(s) [is][are] accepted, in whole or in part.

     

    
      	
              Very
                truly yours,

            	 
	 	 
	
              [BANK],

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Authorized
                Officer

            	 


    

    


    Dated:
      _________________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    OPINION
      OF COUNSEL OF THE GENERAL COUNSEL OF IR PARENT

     

    See
      attached.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    OPINION
      OF COUNSEL OF CONYERS, DILL & PEARMAN

     

    See
      attached.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

     

    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

     

    ASSIGNMENT
      AND ASSUMPTION AGREEMENT dated as of ______ __, 20__, among [ASSIGNOR] (the
      “Assignor”),
      [ASSIGNEE] (the “Assignee”),
      [BORROWER] (the “Borrower”)
      and
      JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative
      Agent”).

     

    WITNESSETH

     

    WHEREAS,
      this Assignment and Assumption Agreement (the “Agreement”)
      relates to the $1,000,000,000 Credit Agreement dated as of
      June 27,
      2008,
      among Ingersoll-Rand Company Limited, Ingersoll-Rand
      Global Holding Company Limited, the
      banks
      listed on the signature pages thereto, JPMorgan Chase Bank, N.A., as
      Administrative Agent, Citibank,
      N.A.,
      as
      Syndication Agent, Bank
      of
      America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo Mitsubishi,
      Ltd., New York Branch, BNP Paribas and William
      Street LLC, as
      Documentation Agents, and J.P.
      Morgan Securities Inc.
      and
Citigroup
      Global Markets Inc.,
      as
      joint lead arrangers and joint bookrunners (as the same may be amended from
      time
      to time, the “Credit
      Agreement”);

     

    WHEREAS,
      as provided under the Credit Agreement, the Assignor has a Commitment to make
      Loans to the Borrower in an aggregate principal amount at any time outstanding
      not to exceed $__________;

     

    WHEREAS,
      [Base Rate] [Euro-Currency] Loans made to the Borrower by the Assignor under
      the
      Credit Agreement in the aggregate principal amount of $__________ are
      outstanding at the date hereof; and

     

    WHEREAS,
      the Assignor proposes to assign to the Assignee all of the rights of the
      Assignor under the Credit Agreement in respect of a portion of its Commitment
      thereunder in an amount equal to $__________ (the “Assigned
      Amount”),
      together with a corresponding portion of its outstanding [Base Rate]
      [Euro-Currency] Loans, and the Assignee proposes to accept assignment of such
      rights and assume the corresponding obligations from the Assignor on such
      terms;

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual agreements contained
      herein, the parties hereto agree as follows:

     

    SECTION
      1. Definitions.
      All
      capitalized terms not otherwise defined herein shall have the respective
      meanings set forth in the Credit Agreement.

     

    SECTION
      2. Assignment.
      The
      Assignor hereby assigns and sells to the Assignee all of the rights of the
      Assignor under the Credit Agreement to the extent of the Assigned Amount, and
      the Assignee hereby accepts such assignment from the Assignor and assumes all
      of
      the obligations of the Assignor under the Credit Agreement to the extent of
      the
      Assigned Amount, including the purchase from the Assignor of the corresponding
      portion of the principal amount of the [Base Rate] [Euro-Currency] Loans made
      by
      the Assignor outstanding at the date hereof. Upon the execution and delivery
      hereof by the Assignor, the Assignee, the Borrower and the Administrative Agent
      and the payment of the amounts specified in Section 3 required
      to be paid on the date hereof (i) the Assignee shall, as of the date
      hereof, succeed to the rights and be obligated to perform the obligations of
      a
      Bank under the Credit Agreement with a Commitment in an amount equal to the
      Assigned Amount and (ii) the Commitment of the Assignor shall, as of the
      date hereof, be reduced by a like amount and the Assignor released from its
      obligations under the Credit Agreement to the extent such obligations have
      been
      assumed by the Assignee. The assignment provided for herein shall be without
      recourse to the Assignor.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3. Payments.
      As
      consideration for the assignment and sale contemplated in Section 2 hereof,
      the Assignee shall pay to the Assignor on the date hereof in Federal or other
      immediately available funds the amount heretofore agreed between them. It is
      understood that facility fees in respect of the Assigned Amount accrued to
      the
      date hereof are for the account of the Assignor and such fees accruing from
      and
      including the date hereof are for the account of the Assignee. Each of the
      Assignor and the Assignee hereby agrees that if it receives any amount under
      the
      Credit Agreement which is for the account of the other party hereto, it shall
      receive the same for the account of such other party to the extent of such
      other
      party’s interest therein and shall promptly pay the same to such other
      party.

     

    SECTION
      4. Consent
      of the Borrower and the Administrative Agent.
      This
      Agreement is conditioned upon the consent of the Borrower and the Administrative
      Agent, if such consent is required pursuant to Section 9.6(c) of the Credit
      Agreement. The execution of this Agreement by the Borrower and the
      Administrative Agent is evidence of this consent. If requested to do so by
      the
      Assignee, the Borrower agrees, pursuant to Section 9.6(c) of the Credit
      Agreement, to execute and deliver a Note payable to the order of the Assignee
      to
      evidence the assignment and assumption provided for herein. In the event that
      the assignment and assumption provided for herein is not evidenced by a Note,
      such assignment and assumption shall be effective only upon appropriate entries
      with respect thereto being made in the Register maintained by the Administrative
      Agent in accordance with Section 9.6(f) of the Credit
      Agreement.

     

    SECTION
      5. Non-Reliance
      on Assignor.
      The
      Assignor makes no representation or warranty in connection with, and shall
      have
      no responsibility with respect to, the solvency, financial condition, or
      statements of the Borrower, or the validity and enforceability of the
      obligations of the Borrower in respect of the Credit Agreement or any Note.
      The
      Assignee acknowledges that it has, independently and without reliance on the
      Assignor, and based on such documents and information as it has deemed
      appropriate, made its own credit analysis and decision to enter into this
      Agreement and will continue to be responsible for making its own independent
      appraisal of the business, affairs and financial condition of the
      Borrower.

     

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

     

    SECTION
      7. Counterparts.
      This
      Agreement may be signed in any number of counterparts with the same effect
      as if
      the signatures thereto and hereto were upon the same instrument. Delivery of
      an
      executed signature page of this Agreement by facsimile or electronic
      transmission shall be effective as delivery of a manually executed counterpart
      hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              [ASSIGNOR],
                as the Assignor,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              [ASSIGNEE],
                as the Assignee,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              [BORROWER],
                as the Borrower,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	
              JPMORGAN
                CHASE BANK, N.A., as Administrative Agent ,

            	 
	 	 	 
	
              By:
                

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    ADDITIONAL
      BORROWER AGREEMENT

     

    AGREEMENT
      dated as of _________, 20__, made by [ADDITIONAL BORROWER] (the “New Additional
      Borrower”), INGERSOLL-RAND COMPANY LIMITED (“IR Parent”) and INGERSOLL-RAND
      GLOBAL HOLDING COMPANY LIMITED (together with IR Parent, the “Borrowers” and
      each a “Borrower”) in favor of JPMORGAN CHASE BANK, N.A. as Administrative Agent
      for the Banks from time to time parties to the Credit Agreement referred to
      below.

     

    WITNESSETH:

     

    WHEREAS
      this Additional Borrower Agreement (the “Agreement”) relates to the
      $1,000,000,000 Credit Agreement dated as of June 27,
      2008
      among the Borrowers, the banks listed on the signature pages thereof, JPMorgan
      Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent,
      Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of
      Tokyo-Mitsubishi, Ltd., New York Branch, BNP Paribas and William Street LLC,
      as
      Documentation Agents, and J.P. Morgan Securities Inc. and Citigroup Global
      Markets Inc., as joint lead arrangers and joint bookrunners (the “Credit
      Agreement”); and

     

    WHEREAS
      the Borrower and the New Additional Borrower desire that the New Additional
      Borrower become an Additional Borrower under the Credit Agreement;

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual agreements contained
      herein, the parties hereto agree as follows:

     

    SECTION
      1. Definitions.
      All
      capitalized terms not otherwise defined herein shall have the respective
      meanings set forth in the Credit Agreement.

     

    SECTION
      2. New
      Additional Borrower.
      Upon the
      effectiveness of this Agreement and the satisfaction of the requirements of
      the
      Credit Agreement, the New Additional Borrower, as provided in Section 2.16
      of the Credit Agreement, hereby becomes party to the Credit Agreement as an
      Additional Borrower.

     

    SECTION
      3. Agreements.
      (a)  IR Parent hereby agrees that the guarantee of IR Parent contained
      in the Credit Agreement shall apply to the Obligations of the New Additional
      Borrower.

     

    (b)  The
      New Additional Borrower hereby agrees to be bound by all provisions of the
      Credit Agreement.

     

    SECTION
      4. Representations
      and Warranties.
      The
      Borrowers represent (i) that the New Additional Borrower is organized under
      the laws of
      [                        ],
      (ii) that the name, registered address, telephone number, facsimile number
      and email address of the person to which any notices should be sent and the
      Federal employer identifying number, if any, appearing on Annex 1 attached
      hereto are true and correct as of the date hereof and (iii) that the
      representations and warranties of the Borrowers in the Credit Agreement are
      true
      and correct in all material respects on and as of the date hereof after giving
      effect to this agreement (it being understood that the representations and
      warranties in Sections 4.4 [Financial Information; No Material Adverse Change]
      and 4.5 [Litigation] shall be deemed for purposes of this agreement to refer
      to
      the financial statements most recently delivered under Section 5.1(a) or
      (b) [Information] and to the date thereof at all times after the first such
      delivery thereunder rather than to the dates and financial statements specified
      in Sections 4.4 and 4.5).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      5. Effectiveness.
      This
      Agreement shall become effective as of the date when the Administrative Agent
      shall have received:

     

    (a)  Counterparts
      hereof duly executed by the Borrowers, the New Additional Borrower and the
      Administrative Agent;

     

    (b)  All
      documents the Administrative Agent may reasonably request relating to the
      existence of the New Additional Borrower, the corporate authority for and the
      validity of this Agreement and the Credit Agreement, and any other matters
      relevant hereto, all in form and substance reasonably satisfactory to the
      Administrative Agent;

     

    (c)  A
      favorable written opinion of counsel for the New Additional Borrower, addressed
      to the Administrative Agent and the Banks, in form and substance reasonably
      satisfactory to the Administrative Agent; and

     

    (d)  If
      the New Additional Borrower is organized under a jurisdiction other than the
      United States of America, evidence in form and substance reasonably satisfactory
      to the Administrative Agent that the New Additional Borrower has appointed
      an
      agent for service of process in New York City.

     

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

     

    SECTION
      7. Counterparts.
      This
      Agreement may be signed in any number of counterparts with the same effect
      as if
      the signatures thereto and hereto were upon the same instrument. Delivery of
      an
      executed signature page of this Agreement by facsimile transmission shall be
      effective as delivery of a manually executed counterpart
      hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              INGERSOLL-RAND
                COMPANY LIMITED,

            
	 	 
	
              by

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      	
              INGERSOLL-RAND
                GLOBAL HOLDING COMPANY LIMITED,

            
	
               

            
	
              by

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      	
              [NEW
                ADDITIONAL BORROWER],

            
	
               

            
	
              by

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      	
              JPMORGAN
                CHASE BANK, N.A. 

              as
                Administrative Agent,

            
	
               

            
	
              by

            	 
	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      I
      to

    EXHIBIT
      H

    


    Name
      of
      Additional Borrower:

    Registered
      Address: 

    Telephone
      Number: 

    Facsimile
      Number: 

    Email
      Address:

    Person
      to
      which notices should be sent: 

    [Federal
      employer identification number:]