EXHIBIT
10.1

        


        EXECUTION
COPY

      

       

      
        

        

      

      


       

      CREDIT
AGREEMENT

       

      among

       

      ROPER
INDUSTRIES, INC., as Parent Borrower,

      


      The
Foreign Subsidiary Borrowers from Time to Time Parties Hereto,

      


      The
Several Lenders from Time to Time Parties Hereto,

       

      BANK OF
TOKYO MITSUBISHI UFJ TRUST COMPANY and BNP PARIBAS,

      as
Documentation Agents,

      


      WACHOVIA
CAPITAL MARKETS, LLC AND BANC OF AMERICA SECURITIES LLC,

      as
Syndication Agents,

      


      and

       

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

      


      Dated as
of July 7, 2008

      


       

      
        

        

      

      
         

      

       

      J.P.
MORGAN SECURITIES INC. and WACHOVIA CAPITAL MARKETS, LLC,

      as Joint
Lead Arrangers


       

      J.P.
MORGAN SECURITIES INC., WACHOVIA CAPITAL MARKETS, LLC

      AND BANC
OF AMERICA SECURITIES LLC,

      as Joint
Bookrunners

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      TABLE
OF CONTENTS

       

      Page

       

      
        	
                SECTION
      1.

              	
                DEFINITIONS

              	
                1

              
	
                1.1

              	
                Defined
      Terms

              	
                1

              
	
                1.2

              	
                Other
      Definitional Provisions

              	
                19

              
	
                1.3

              	
                Exchange
      Rates

              	
                20

              
	
                SECTION
      2.

              	
                AMOUNT
      AND TERMS OF COMMITMENTS

              	
                20

              
	
                2.1

              	
                Term
      Commitments

              	
                20

              
	
                2.2

              	
                Procedure
      for Term Loan Borrowing

              	
                20

              
	
                2.3

              	
                Repayment
      of Term Loans

              	
                20

              
	
                2.4

              	
                Revolving
      Commitments

              	
                20

              
	
                2.5

              	
                Procedure
      for Revolving Loan Borrowing

              	
                21

              
	
                2.6

              	
                Swingline
      Commitment

              	
                21

              
	
                2.7

              	
                Procedure
      for Swingline Borrowing; Refunding of Swingline Loans

              	
                22

              
	
                2.8

              	
                Facility
      Fees, etc.

              	
                23

              
	
                2.9

              	
                Termination
      or Reduction of Commitments

              	
                23

              
	
                2.10

              	
                Optional
      Prepayments

              	
                23

              
	
                2.11

              	
                Mandatory
      Prepayments; Cash Collateralization of Letters of Credit

              	
                24

              
	
                2.12

              	
                Conversion
      and Continuation Options

              	
                24

              
	
                2.13

              	
                Limitations
      on Eurocurrency Tranches

              	
                25

              
	
                2.14

              	
                Interest
      Rates and Payment Dates

              	
                25

              
	
                2.15

              	
                Computation
      of Interest and Fees

              	
                26

              
	
                2.16

              	
                Inability
      to Determine Interest Rate

              	
                26

              
	
                2.17

              	
                Pro
      Rata Treatment and Payments

              	
                27

              
	
                2.18

              	
                Requirements
      of Law

              	
                28

              
	
                2.19

              	
                Taxes

              	
                29

              
	
                2.20

              	
                Indemnity

              	
                31

              
	
                2.21

              	
                Change
      of Lending Office

              	
                31

              
	
                2.22

              	
                Replacement
      of Lenders

              	
                31

              
	
                2.23

              	
                Additional
      Foreign Subsidiary Borrowers

              	
                32

              
	
                2.24

              	
                Incremental
      Credit Extensions

              	
                32

              
	
                SECTION
      3.

              	
                LETTERS
      OF CREDIT

              	
                34

              
	
                3.1

              	
                L/C
      Commitment

              	
                34

              
	
                3.2

              	
                Procedure
      for Issuance of Letter of Credit

              	
                34

              
	
                3.3

              	
                Fees
      and Other Charges

              	
                35

              
	
                3.4

              	
                L/C
      Participations

              	
                35

              
	
                3.5

              	
                Reimbursement
      Obligation of the Parent Borrower

              	
                36

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                3.6

              	
                Obligations
      Absolute

              	
                36

              
	
                3.7

              	
                Letter
      of Credit Payments

              	
                37

              
	
                3.8

              	
                Applications

              	
                37

              
	
                SECTION
      4.

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                37

              
	
                4.1

              	
                Financial
      Condition

              	
                37

              
	
                4.2

              	
                No
      Change

              	
                38

              
	
                4.3

              	
                Existence;
      Compliance with Law

              	
                38

              
	
                4.4

              	
                Power;
      Authorization; Enforceable Obligations

              	
                38

              
	
                4.5

              	
                No
      Legal Bar

              	
                38

              
	
                4.6

              	
                Litigation

              	
                38

              
	
                4.7

              	
                Ownership
      of Property

              	
                39

              
	
                4.8

              	
                Intellectual
      Property

              	
                39

              
	
                4.9

              	
                Taxes

              	
                39

              
	
                4.10

              	
                Federal
      Regulations

              	
                39

              
	
                4.11

              	
                Labor
      Matters

              	
                39

              
	
                4.12

              	
                ERISA;
      Employee Benefit plans

              	
                39

              
	
                4.13

              	
                Investment
      Company Act; Other Regulations

              	
                40

              
	
                4.14

              	
                Subsidiaries

              	
                40

              
	
                4.15

              	
                Use
      of Proceeds

              	
                40

              
	
                4.16

              	
                Environmental
      Matters

              	
                40

              
	
                4.17

              	
                Accuracy
      of Information, etc.

              	
                41

              
	
                SECTION
      5.

              	
                CONDITIONS
      PRECEDENT

              	
                41

              
	
                5.1

              	
                Conditions
      to Initial Extension of Credit

              	
                41

              
	
                5.2

              	
                Conditions
      to Each Extension of Credit

              	
                42

              
	
                5.3

              	
                Initial
      Loan to Each New Foreign Subsidiary Borrower

              	
                42

              
	
                SECTION
      6.

              	
                AFFIRMATIVE
      COVENANTS

              	
                43

              
	
                6.1

              	
                Financial
      Statements

              	
                43

              
	
                6.2

              	
                Certificates;
      Other Information

              	
                43

              
	
                6.3

              	
                Payment
      of Taxes

              	
                44

              
	
                6.4

              	
                Maintenance
      of Existence; Compliance

              	
                44

              
	
                6.5

              	
                Maintenance
      of Property; Insurance

              	
                44

              
	
                6.6

              	
                Inspection
      of Property; Books and Records; Discussions

              	
                45

              
	
                6.7

              	
                Notices

              	
                45

              
	
                6.8

              	
                Environmental
      Laws

              	
                45

              
	
                SECTION
      7.

              	
                NEGATIVE
      COVENANTS

              	
                45

              
	
                7.1

              	
                Financial
      Condition Covenants

              	
                45

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                7.2

              	
                Indebtedness

              	
                46

              
	
                7.3

              	
                Liens

              	
                46

              
	
                7.4

              	
                Fundamental
      Changes

              	
                47

              
	
                7.5

              	
                Disposition
      of Property

              	
                48

              
	
                7.6

              	
                Restricted
      Payments

              	
                48

              
	
                7.7

              	
                Transactions
      with Affiliates

              	
                48

              
	
                7.8

              	
                Swap
      Agreements

              	
                48

              
	
                7.9

              	
                Changes
      in Fiscal Periods

              	
                48

              
	
                7.10

              	
                Negative
      Pledge Clauses

              	
                48

              
	
                7.11

              	
                Clauses
      Restricting Subsidiary Distributions

              	
                49

              
	
                SECTION
      8.

              	
                EVENTS
      OF DEFAULT

              	
                49

              
	
                SECTION
      9.

              	
                THE
      AGENTS

              	
                52

              
	
                9.1

              	
                Appointment

              	
                52

              
	
                9.2

              	
                Delegation
      of Duties

              	
                52

              
	
                9.3

              	
                Exculpatory
      Provisions

              	
                52

              
	
                9.4

              	
                Reliance
      by Administrative Agent

              	
                52

              
	
                9.5

              	
                Notice
      of Default

              	
                53

              
	
                9.6

              	
                Non-Reliance
      on Agents and Other Lenders

              	
                53

              
	
                9.7

              	
                Indemnification

              	
                53

              
	
                9.8

              	
                Agent
      in Its Individual Capacity

              	
                54

              
	
                9.9

              	
                Successor
      Administrative Agent

              	
                54

              
	
                9.10

              	
                Documentation
      Agents and Syndication Agents

              	
                54

              
	
                SECTION
      10.

              	
                MISCELLANEOUS

              	
                54

              
	
                10.1

              	
                Amendments
      and Waivers

              	
                54

              
	
                10.2

              	
                Notices

              	
                56

              
	
                10.3

              	
                No
      Waiver; Cumulative Remedies

              	
                57

              
	
                10.4

              	
                Survival
      of Representations and Warranties

              	
                57

              
	
                10.5

              	
                Payment
      of Expenses and Taxes

              	
                57

              
	
                10.6

              	
                Successors
      and Assigns; Participations and Assignments

              	
                58

              
	
                10.7

              	
                Adjustments;
      Set-off

              	
                61

              
	
                10.8

              	
                Counterparts

              	
                62

              
	
                10.9

              	
                Severability

              	
                62

              
	
                10.10

              	
                Integration

              	
                62

              
	
                10.11

              	
                GOVERNING
      LAW

              	
                62

              
	
                10.12

              	
                Submission
      To Jurisdiction; Waivers

              	
                62

              
	
                10.13

              	
                Acknowledgements

              	
                63

              
	
                10.14

              	
                Confidentiality

              	
                63

              
	
                10.15

              	
                WAIVERS
      OF JURY TRIAL

              	
                64

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                10.16

              	
                Judgment
      Currency

              	
                64

              
	
                10.17

              	
                USA
      PATRIOT Act

              	
                64

              
	
                10.18

              	
                Notice
      of Commitment Termination

              	
                64

              
	
                SECTION
      11.

              	
                GUARANTEE

              	
                64

              
	
                11.1

              	
                Guarantee

              	
                64

              
	
                11.2

              	
                No
      Subrogation

              	
                65

              
	
                11.3

              	
                Amendments,
      etc. with respect to the Foreign Borrower Obligations

              	
                66

              
	
                11.4

              	
                Guarantee
      Absolute and Unconditional

              	
                66

              
	
                11.5

              	
                Reinstatement

              	
                66

              
	
                11.6

              	
                Payments

              	
                67

              


      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                  SCHEDULES:

                
	 	 
	
                  1.1A

                	
                  Revolving
      Commitments and Term Loans on Closing Date

                
	
                  1.1B

                	
                  Mandatory
      Cost Formula

                
	
                  3.1

                	
                  Existing
      Letters of Credit

                
	
                  4.4

                	
                  Consents,
      Authorizations, Filings and Notices

                
	
                  4.6

                	
                  Litigation

                
	
                  4.14

                	
                  Subsidiaries

                
	
                  4.16

                	
                  Environmental
      Matters

                
	
                  7.2(d)

                	
                  Existing
      Indebtedness

                
	
                  7.3(f)

                	
                  Existing
      Liens

                
	 
      	 
      
	 	 
	
                  EXHIBITS:

                
	 	 
	
                  A

                	
                  Form
      of Compliance Certificate

                
	
                  B

                	
                  Form
      of Closing Certificate

                
	
                  C

                	
                  Form
      of Assignment and Assumption

                
	
                  D

                	
                  Form
      of Exemption Certificate

                
	
                  E

                	
                  Form
      of New Lender Supplement

                
	
                  F

                	
                  Form
      of Notice of Conversion/Continuation

                
	
                  G

                	
                  Form
      of Joinder Agreement 

                


        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

      CREDIT
AGREEMENT (this “Agreement”), dated as
of July 7, 2008, among ROPER INDUSTRIES, INC., a Delaware corporation (the
“Parent
Borrower”), the Foreign Subsidiary Borrowers (as defined below), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (the “Lenders”), BANK OF
TOKYO MITSUBISHI UFJ TRUST COMPANY and BNP PARIBAS, as documentation agents (in
such capacity, the “Documentation
Agents”), WACHOVIA CAPITAL MARKETS, LLC AND BANC OF AMERICA SECURITIES
LLC, as syndication agents (in such capacity, the “Syndication Agents”),
and JPMORGAN CHASE BANK, N.A., as administrative agent.

       

      W I T N E S S E T H
:

       

      WHEREAS,
the Parent Borrower and certain of its Subsidiaries (as defined below) entered
into the Credit Agreement, dated as of December 29, 2003, as amended and
restated as of December 13, 2004 (as further amended to the date hereof, the
“Existing Credit
Agreement”), among the Parent Borrower, the Subsidiaries of the Parent
Borrower party thereto, the several banks and other financial institutions or
entities party thereto and the agents named therein; and

       

      WHEREAS,
the Borrowers (as defined below) are entering into this Agreement in order to
refinance the Existing Credit Agreement;

       

      NOW,
THEREFORE, the parties hereto agree as follows:


       

      SECTION
1.    DEFINITIONS

       

      1.1 Defined
Terms.  As
used in this Agreement, the terms listed in this Section 1.1 shall have the
respective meanings set forth in this Section 1.1.

       

      “ABR”:  for
any day, a rate per annum (rounded upwards, if necessary, to the next 1/1000 of
1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%.  Any
change in the ABR due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective as of the opening of business on the effective
day of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

       

      “ABR
Loans”:  Loans the rate of interest applicable to which is
based upon the ABR.

       

      “Administrative
Agent”:  JPMorgan Chase Bank, N.A., together with its
affiliates, as an arranger of the Commitments and as the administrative agent
for the Lenders under this Agreement and the other Loan Documents, together with
any of its successors.  It is understood that matters concerning
Alternative Currency Loans will be administered by J.P. Morgan Europe
Ltd.

       

      “Affiliate”:  as
to any Person, any other Person that, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person.  For
purposes of this definition, a Person shall be deemed to control another Person
if the controlling Person has the power to direct or cause the direction of the
management and policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.

       

      “Agents”:  the
collective reference to the Syndication Agents, the Documentation Agents and the
Administrative Agent.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Aggregate
Exposure”:  with respect to any Lender at any time, an amount
equal to the sum of (a) the then unpaid principal amount of such Lender’s Term
Loans and (b) the amount of such Lender’s Revolving Commitments then in effect
or, if any such Revolving Commitments have been terminated, the amount of such
Lender’s relevant Revolving Extensions of Credit then outstanding.

       

      “Aggregate Exposure
Percentage”:  with respect to any Lender at any time, the ratio
(expressed as a percentage) of such Lender’s Aggregate Exposure at such time to
the Aggregate Exposure of all Lenders at such time.

       

      “Agreement”:  as
defined in the preamble hereto.

       

      “Alternative
Currencies”:  Euros and Sterling.

       

      “Alternative Currency
Loans”:  Loans denominated in any Alternative
Currency.

       

      “Applicable
Margin”:  (a) for each Type of Loan (other than Incremental
Term Loans), the rate per annum set forth under the relevant column heading
pursuant to the Pricing Grid and (b) for Incremental Term Loans, such per annum
rates as shall be agreed to by the Parent Borrower and the applicable
Incremental Term Lenders as shown in the applicable Incremental Facility
Activation Notice.

       

      “Application”:  an
application, in such form as the Issuing Lender may specify from time to time,
requesting the Issuing Lender to open a Letter of Credit.

       

      “Approved
Fund”:  as defined in Section 10.6(b).

       

      “Assignee”:  as
defined in Section 10.6(b).

       

      “Assignment and
Assumption”:  an Assignment and Assumption, substantially in
the form of Exhibit C.

       

      “Available Multicurrency
Revolving Commitment”:  as to any Multicurrency Revolving
Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s
Multicurrency Revolving Commitment then in effect over (b) such
Lender’s Multicurrency Revolving Extensions of Credit then
outstanding.

       

      “Available US$ Revolving
Commitment”:  as to any US$ Revolving Lender at any time, an
amount equal to the excess, if any, of (a) such Lender’s US$ Revolving
Commitment then in effect over (b) such
Lender’s US$ Revolving Extensions of Credit then outstanding.

       

      “Benefitted
Lender”:  as defined in Section 10.7(a).

       

      “Board”:  the
Board of Governors of the Federal Reserve System of the United States (or any
successor).

       

      “Borrowers”:  the
collective reference to the Parent Borrower and the Foreign Subsidiary
Borrowers.

       

      “Borrowing
Date”:  any Business Day specified by the relevant Borrower as
a date on which such Borrower requests the relevant Lenders to make Loans
hereunder.

       

      “Business
Day”:  a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close; provided
that (a) with respect to any 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      borrowings,
disbursements and payments in respect of and calculations, interest rates and
Interest Periods pertaining to Eurocurrency Loans, such day is also a day on
which banks are open for general business in the principal financial center of
the country of the relevant currency and (b) with respect to notices and
determinations in connection with, and payments of principal and interest on,
Loans denominated in Euros, such day is also a day 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.

       

      “Calculation
Date”:  (a) three Business Days prior to the last Business Day
of each calendar quarter and (b) any other Business Day selected by the
Administrative Agent in its discretion; provided that each
date that is on or about the date of any borrowing request or rollover request
with respect to any Alternative Currency Loan shall also be a “Calculation Date”
with respect to the relevant Alternative Currency.

       

      “Capital Lease
Obligations”:  as to any Person, the obligations of such Person
to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP and, for the purposes of this
Agreement, the amount of such obligations at any time shall be the capitalized
amount thereof at such time determined in accordance with GAAP.

       

      “Capital
Stock”:  any shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any
equivalent ownership interests in a Person (other than a corporation), any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person
and any warrants, rights or options to purchase any of the foregoing; provided, that
“Capital Stock” shall not include any debt securities convertible into equity
securities prior to such conversion.

       

      “Closing
Date”:  the date on which the conditions precedent set forth in
Section 5.1 shall have been satisfied, which date is July 7, 2008.

       

      “Code”:  the
Internal Revenue Code of 1986, as amended from time to time.

       

      “Commitment”: as to
any Lender, the sum of the US$ Term Commitment, the Multicurrency Revolving
Commitments and the US$ Revolving Commitments.

       

      “Commonly Controlled
Entity”:  any trade or business, whether or not incorporated,
that is under common control with the Parent Borrower within the meaning of
Section 4001 of ERISA or is part of a group that includes the Parent Borrower
and that is treated as a single employer under Section 414 of the
Code.

       

      “Compliance
Certificate”:  a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit A.

       

      “Conduit
Lender”:  any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that
the designation by any Lender of a Conduit Lender shall not relieve the
designating Lender of any of its obligations to fund a Loan under this Agreement
if, for any reason, its Conduit Lender fails to fund any such Loan, and the
designating Lender (and not the Conduit Lender) shall have the sole right and
responsibility to deliver all consents and waivers required or 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      requested
under this Agreement with respect to its Conduit Lender, and provided, further, that no
Conduit Lender shall (a) be entitled to receive any greater amount pursuant to
Section 2.18, 2.19, 2.20 or 10.5 than the designating Lender would have been
entitled to receive in respect of the extensions of credit made by such Conduit
Lender or (b) be deemed to have any Commitment.

       

      “Confidential Information
Memorandum”:  the Confidential Information Memorandum dated May
2008 and furnished to certain Lenders.

       

      “Consolidated
EBITDA”:  for any period, Consolidated Net Income for such
period plus,
without duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (a) income tax expense,
(b) interest expense, amortization or writeoff of debt discount and debt
issuance costs and commissions, discounts and other fees and charges associated
with Indebtedness (including the Loans), (c) depreciation and amortization
expense, (d) amortization of intangibles (including, but not limited to,
goodwill) and organization costs, (e) any non-cash expenses in connection with
Capital Stock compensation and (f) any extraordinary non-cash expenses or
losses, and minus, (a) to the
extent included in the statement of such Consolidated Net Income for such
period, the sum of (i) interest income, (ii) any extraordinary non-cash income
or gains (including, whether or not otherwise includable as a separate item in
the statement of such Consolidated Net Income for such period, gains on the
sales of assets outside of the ordinary course of business) and (iii) income tax
credits (to the extent not netted from income tax expense) and (b) any cash
payments made during such period in respect of items described in clause (f)
above subsequent to the fiscal quarter in which the relevant non-cash expenses
or losses were reflected as a charge in the statement of Consolidated Net
Income, all as determined on a consolidated basis.

       

      For the
purposes of calculating Consolidated EBITDA for any period of four consecutive
fiscal quarters (each, a “Reference Period”) (other than pursuant to any
determination of the Consolidated Interest Coverage Ratio), (i) if at any time
during such Reference Period the Parent Borrower or any Subsidiary shall have
made any Material Disposition, the Consolidated EBITDA for such Reference Period
shall be reduced by an amount equal to the Consolidated EBITDA (if positive)
attributable to the property that is the subject of such Material Disposition
for such Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period and (ii) if
during such Reference Period the Parent Borrower or any Subsidiary shall have
made a Material Acquisition, Consolidated EBITDA for such Reference Period shall
be calculated after giving pro forma effect thereto
as if such Material Acquisition occurred on the first day of such Reference
Period.  As used in this definition, (a) “Material Acquisition” means
any acquisition of property or series of related acquisitions of property that
constitutes assets comprising all or substantially all of an operating unit of a
business or constitutes all or substantially all of the common stock of a Person
and (b) “Material Disposition” means any Disposition of property or series of
related Dispositions of property that yields gross proceeds to the Group Members
in excess of $10,000,000.

       

      “Consolidated Interest
Coverage Ratio”:  for any period, the ratio of (a) Consolidated
EBITDA for such period to (b) Consolidated Interest Expense for such
period.

       

      “Consolidated Interest
Expense”:  for any period, total cash interest expense
(including that attributable to Capital Lease Obligations) of the Group Members,
determined on a consolidated basis, for such period with respect to all
outstanding Indebtedness of the Group Members (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing, expenses comparable to or in the nature of
interest under any Qualified Receivables Transaction and net costs under Swap
Agreements in respect of interest rates to the extent such net costs are
allocable to such period in accordance with GAAP and are treated as interest
expense in accordance with GAAP).

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      “Consolidated Net
Income”:  for any period, the consolidated net income (or loss)
of the Group Members, determined on a consolidated basis in accordance with
GAAP; provided
that there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary of the Parent Borrower or is merged
into or consolidated with any Group Member, (b) the income (or deficit) of any
Person (other than a Subsidiary of the Parent Borrower) in which any Group
Member has an ownership interest, except to the extent that any such income is
actually received by the Parent Borrower or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Parent Borrower to the extent that the declaration or payment
of dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary.

       

      “Consolidated Total
Assets”:  at any date, total assets of the Group Members at
such date, determined on a consolidated basis in accordance with
GAAP.

       

      “Consolidated Total
Debt”:  at any date, the sum, without duplication, of (i) the
aggregate principal amount of all Indebtedness of the Group Members at such date
that appears (or is required to appear) on a consolidated balance sheet of the
Parent Borrower and its Subsidiaries prepared on a consolidated basis in
accordance with GAAP, (ii) Receivables Transaction Attributed Debt of the Group
Members and (iii) obligations of the Group Members in respect of standby letters
of credit backstopping other Indebtedness (it being understood that letters of
credit backstopping performance obligations and performance bonds (and other
obligations of a like nature) shall not be included in “Consolidated Total
Debt”).

       

      “Consolidated Total Leverage
Ratio”:  as of any date, the ratio of (a) Consolidated Total
Debt on such date to (b) Consolidated EBITDA measured for the four consecutive
fiscal quarters ending on such date.

       

      “Continuing
Directors”:  the directors of the Parent Borrower’s board of
directors on the Closing Date and each other director nominated for election or
elected to such board of directors with the approval of a majority of the
Continuing Directors who were members of such board at the time of such
nomination or election.

       

      “Contractual
Obligation”:  as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is
bound.

       

      “Cost of Funds
Rate”:  with respect to any Alternative Currency, the rate of
interest determined by the Administrative Agent (which determination shall be
conclusive absent manifest error) to be the cost to the relevant Lenders of
obtaining funds denominated in such currency for the relevant Interest
Period.

       

      “Default”:  any
of the events specified in Section 8, whether or not any requirement for
the giving of notice, the lapse of time, or both, has been
satisfied.

       

      “Determination
Date”:  each date that is three Business Days after any
Calculation Date.

       

      “Disposition”:  with
respect to any property, any sale, lease, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of” shall
have correlative meanings.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      “Documentation
Agents”:  as defined in the preamble hereto.

       

      “Dollar
Equivalent”:  on any date of determination, (a) for the
purposes of determining compliance with Section 7 or the existence of an Event
of Default under Section 8 (other than for the purpose of determining amounts
outstanding hereunder, in which case clause (b) below shall govern), with
respect to any amount denominated in a currency other than Dollars, the
equivalent in Dollars of such amount, determined in good faith by the Parent
Borrower in a manner consistent with the way such amount is or would be
reflected on the Parent Borrower’s audited consolidated financial statements for
the fiscal year in which such determination is made and (b) with respect to any
amount hereunder denominated in an Alternative Currency (or, with respect to
Letters of Credit, any other currency reasonably acceptable to the
Administrative Agent), the amount of Dollars that may be purchased with such
amount of such currency at the Exchange Rate (determined as of the applicable
Determination Date) with respect to such currency on such date.

       

      “Dollar Eurocurrency
Loans”:  Eurocurrency Loans denominated in
Dollars.

       

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

       

      “Domestic
Subsidiary”:  any Subsidiary of the Parent Borrower organized
under the laws of any jurisdiction within the United States.

       

      “Environmental
Laws”:  any and all foreign, Federal, state, local or municipal
laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating or imposing liability or standards of conduct
concerning protection of human health or the environment, as now or may at any
time hereafter be in effect.

       

      “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of any Group Member directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Materials of Environmental
Concern, (c) exposure to any Materials of Environmental Concern, (d) the release
or threatened release of any Materials of Environmental Concern into the
environment or (e) any contract, agreement or other consensual arrangement
entered into or binding on one or more Group Members pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

       

      “ERISA”:  the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

       

      “Eurocurrency Base
Rate”:  with respect to each day during each Interest Period
pertaining to a Eurocurrency Loan, the rate per annum determined by the
Administrative Agent at approximately 11:00 a.m., Local Time, on the Quotation
Day for such Interest Period by reference to the British Bankers’ Association
Interest Settlement Rates for deposits in the currency of such Eurocurrency Loan
(as reflected on the applicable Reuters Screen LIBOR 01 Page or any successor or
substitute page reflecting such rates), for a period equal to such Interest
Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the “Eurocurrency Base Rate” shall be the average
(rounded upward, if necessary, to the next 1/100 of 1%) of the respective
interest rates per annum at which deposits in the currency of such Eurocurrency
Loan (based on the amount of the Eurocurrency Loan of the Administrative Agent,
in its capacity as a Lender, included in the related borrowing) are offered for
such Interest Period to major banks in the London or other applicable


       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      offshore
interbank market by the principal office of the Administrative Agent in such
offshore interbank market at approximately 11:00 a.m., Local Time, on the
Quotation Day for such Interest Period.

       

      “Eurocurrency
Loans”:  Loans the rate of interest applicable to which is
based upon the Eurocurrency Rate.

       

      “Eurocurrency
Rate”:  with respect to each day during each Interest Period
pertaining to a Eurocurrency Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

       

      
        	
                Eurocurrency
      Base Rate

              
	
                1.00
      - Eurocurrency Reserve Requirements

                 

              


      

      “Eurocurrency Reserve
Requirements”:  for any day as applied to a Eurocurrency Loan,
the aggregate (without duplication) of the reserve percentages (in each case
expressed as a decimal fraction) for the maximum reserve requirements (including
any marginal, special, emergency or supplemental reserves) established by any
Governmental Authority for any category of deposits or liabilities customarily
used to fund loans in such currency, as may be applicable to any Lender (without
duplication of any amounts constituting Mandatory Costs or other amounts payable
pursuant to Section 2.14(d) or (e)).  Such reserve percentages shall,
in the case of Dollar denominated Loans, include those imposed pursuant to
Regulation D of the Board of Governors of the Federal Reserve System.
Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset
or similar requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under any
applicable law, rule or regulation, including Regulation D. The
Eurocurrency Reserve Requirements shall be adjusted automatically on and as of
the effective date of any change in any reserve, liquid asset or similar
requirement, and the Administrative Agent shall notify the Parent Borrower
promptly of any such adjustment.

       

      “Eurocurrency
Tranche”:  the collective reference to Eurocurrency Loans under
a particular Facility and made in a particular currency the then current
Interest Periods with respect to all of which begin on the same date and end on
the same later date (whether or not such Loans shall originally have been made
on the same day).

       

      “Euros” and “€”:  the single currency
of participating member states of the European Union.

       

      “Event of
Default”:  any of the events specified in Section 8, provided that any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

       

      “Exchange
Rate”:  on any day, with respect to any Alternative Currency
(or other foreign currency with respect to any Letters of Credit denominated in
such other foreign currency), the rate at which such Alternative Currency may be
exchanged into Dollars, as set forth at approximately 11:00 A.M., Local Time, on
such day on the applicable Reuters World Spot Page.  In the event that
any such rate does not appear on any Reuters World Spot Page, the Exchange Rate
shall be determined by reference to such other publicly available service for
displaying exchange rates reasonably selected by the Administrative Agent in
consultation with the Parent Borrower for such purpose or, at the discretion of
the Administrative Agent in consultation with the Parent Borrower, such Exchange
Rate shall instead be the arithmetic average of the spot rates of exchange of
the Administrative Agent in the market where its foreign currency exchange
operations in respect of such Alternative Currency are then being conducted, at
or about 11:00 A.M., Local Time, on such day for the purchase of the applicable
Alternative Currency for delivery three Business Days later, provided that, if at
the time of any such determination, for any 

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      reason, no
such spot rate is being quoted, the Administrative Agent may use any other
reasonable method it deems appropriate to determine such rate, and such
determination shall be presumed correct absent manifest error.

       

      “Existing Credit
Agreement”:  as defined in the recitals hereto.

       

      “Facility”:  each
of (a) the US$ Term Loans (the “US$ Term Facility”),
(b) the US$ Revolving Commitments and the extensions of credit made thereunder
(the “US$ Revolving
Facility”), (c) the Multicurrency Revolving Commitments and the
extensions of credit made thereunder (the “Multicurrency Revolving
Facility”) and (d) the Incremental Term Loans (the “Incremental Term
Facility”).

       

      “Facility Fee
Rate”:  as determined pursuant to the Pricing
Grid.

       

      “Federal Funds Effective
Rate”:  for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
the day of such transactions received by JPMorgan Chase Bank, N.A. from three
federal funds brokers of recognized standing selected by it.

       

      “Fee Payment
Date”:  (a) the third Business Day following the last day of
each March, June, September and December and (b) as applicable, the last day of
the Revolving Commitment Period or the date on which all of the Term Loans or
Revolving Commitments under a particular Facility have been paid in full or
terminated.

       

      “Foreign Borrower
Obligations”:  the collective reference to the unpaid principal
of and interest on the Loans to and all other obligations and liabilities of
each Foreign Subsidiary Borrower under the Loan Documents (including, without
limitation, interest accruing at the then applicable rate provided in this
Agreement after the maturity of such Loans and interest accruing at the then
applicable rate provided in this Agreement after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding relating to such Foreign Subsidiary Borrower, whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding) to the
Administrative Agent or any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, in each
case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the Lenders
that are required to be paid by any Foreign Subsidiary Borrower pursuant to the
terms of any of the foregoing agreements).

       

      “Foreign
Plan”:  each “defined benefit plan” (within the meaning of
Section 3(35) of ERISA, whether or not subject to ERISA) that is not subject to
US law and is maintained or contributed to by any Borrower or any Commonly
Controlled Entity.

       

      “Foreign
Subsidiary”:  any Wholly Owned Subsidiary of the Parent
Borrower that is not a Domestic Subsidiary.

       

      “Foreign Subsidiary
Borrowers”:  Roper Industries Limited, Roper Holdings Limited
and any other Foreign Subsidiary with respect to which the conditions set forth
in Sections 2.23 and 5.3 have been satisfied.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      “Funding
Office”:  the office of the Administrative Agent specified in
Section 10.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Parent
Borrower and the Lenders.

       

      “GAAP”:  generally
accepted accounting principles in the United States as in effect from time to
time, except that for purposes of Section 7.1, GAAP shall be determined on the
basis of such principles in effect on the date hereof and consistent with those
used in the preparation of the most recent audited financial statements referred
to in Section 4.1(b).  In the event that any “Accounting Change” (as
defined below) shall occur and such change results in a change in the method of
calculation of any financial covenants, standards or terms in this Agreement,
then the Parent Borrower and the Administrative Agent agree to enter into
negotiations in order to amend such provisions of this Agreement so as to
reflect equitably such Accounting Changes with the desired result that the
criteria for evaluating the Parent Borrower’s financial condition shall be the
same after such Accounting Changes as if such Accounting Changes had not been
made; provided,
that if any such Accounting Change shall have occurred, the Administrative Agent
may determine, in its reasonable discretion and by written notice to the Parent
Borrower and the Lenders, that for purposes of Section 7.1, calculations by the
Parent Borrower may be made in accordance with GAAP as adjusted for such
Accounting Changes and that no such amendment will be
necessary.  Until such time as such an amendment shall have been
executed and delivered by the Parent Borrower, the Administrative Agent and the
Required Lenders, or the determination made by the Administrative Agent (in
accordance with the preceding sentence) that no such amendment is necessary, all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not
occurred.  “Accounting Changes” refers to changes in accounting
principles required by any final and effective rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the SEC.

       

      “Governmental
Authority”:  any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization.

       

      “Group
Members”:  the collective reference to the Parent Borrower and
its Subsidiaries.

       

      “Guarantee
Obligation”:  as to any Person (the “guaranteeing
person”), any obligation, including a reimbursement, counterindemnity or
similar monetary obligation, of the guaranteeing person that guarantees or in
effect guarantees, or which is given to induce the creation of a separate
obligation by another Person (including any bank under any letter of credit)
that guarantees or in effect guarantees, any Indebtedness (the “primary obligations”)
of any other third Person (the “primary obligor”) in
any manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be the
lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such 

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person’s
maximum reasonably anticipated liability in respect thereof as determined by the
Parent Borrower in good faith.

       

      “Incremental
Amendment”:  as defined in Section 2.24(a).

       

      “Incremental Facility
Activation Notice”:  as defined in Section
2.24(a).

       

      “Incremental Facility Closing
Date”:  as defined in Section 2.24(a).

       

      “Incremental Term
Lenders”:  each Lender that holds an Incremental Term
Loan.

       

      “Incremental Term
Loans”:  any Loan made pursuant to
Section 2.24(a).

       

      “Incremental Term Maturity
Date”:  with respect to the Incremental Term Loans to be made
pursuant to any Incremental Term Facility Activation Notice, the maturity date
specified in such Incremental Term Facility Activation Notice.

       

      “Indebtedness”:  of any Person at any date,
without duplication, such Person’s (a) obligations for borrowed money, (b)
obligations representing the deferred purchase price of property or services
(other than accounts payable and other accrued obligations arising in the
ordinary course of such Person’s business and other than earn-outs or other
similar forms of contingent purchase prices), (c) obligations, whether or not
assumed, of others secured by Liens on property or assets now or hereafter owned
or acquired by such Person, other than Liens permitted under Section 7.3(d), (d)
obligations which are evidenced by notes, acceptances, or other similar
instruments, (e) Capital Lease Obligations, (f) obligations, contingent or
otherwise, with respect to letters of credit or similar arrangements, (g)
Off-Balance Sheet Liabilities, (h) Guarantee Obligations in respect of
obligations of the kind referred to in clauses (a) through (g) above, and (i)
for the purposes of Section 8(e) only, obligations in respect of Swap
Agreements; provided, however, that “Indebtedness” shall exclude (x)
obligations, contingent or otherwise, with respect to bids, trade, forward or
futures contracts (other than in respect of borrowed money), leases, statutory
obligations, surety bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business and appeal bonds, and (y)
obligations, contingent or otherwise, with respect to letters of credit or
similar arrangements in support of obligations described in the immediately
preceding clause (x).  The amount of Indebtedness of any Person at any
date shall be without duplication (i) the outstanding balance at such date of
all unconditional obligations as described above and the maximum liability of
any Guarantee Obligations or contingent obligations described above at such date
and (ii) in the case of Indebtedness of others secured by a Lien to which the
property or assets owned or held by such Person is subject, the lesser of the
fair market value at such date of any asset subject to a Lien securing the
Indebtedness of others and the amount of the Indebtedness
secured.  The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor.

       

      “Insolvency”:  with
respect to any Multiemployer Plan, the condition that such Plan is insolvent
within the meaning of Section 4245 of ERISA.

       

      “Insolvent”:  pertaining
to a condition of Insolvency.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      “Intellectual
Property”:  the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including copyrights,
copyright licenses, patents, patent licenses, trademarks, trademark licenses,
technology, know-how and processes, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.

       

      “Interest Payment
Date”:  (a) as to any ABR Loan (other than any Swingline Loan),
the last day of each March, June, September and December to occur while such
Loan is outstanding and the final maturity date of such Loan, (b) as to any
Eurocurrency Loan having an Interest Period of three months or less, the last
day of such Interest Period, (c) as to any Eurocurrency Loan having an Interest
Period longer than three months, each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and the last day
of such Interest Period, (d) as to any Loan (other than any Revolving Loan that
is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment
made in respect thereof and (e) as to any Swingline Loan, the day that such Loan
is required to be repaid.

       

      “Interest
Period”:  as to any Eurocurrency Loan, (a) initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurocurrency Loan and ending one, two, three or six months
thereafter (or any other time period of less than one month reasonably
acceptable to the Administrative Agent), as selected by the relevant Borrower in
its notice of borrowing or notice of conversion, as the case may be, given with
respect thereto; and (b) thereafter, each period commencing on the last day of
the next preceding Interest Period applicable to such Eurocurrency Loan and
ending one, two, three or six months thereafter (or any other time period of
less than one month reasonably acceptable to the Administrative Agent), as
selected by the relevant Borrower by irrevocable notice to the Administrative
Agent not later than 11:00 A.M., Local Time, on the date that is three Business
Days prior to the last day of the then current Interest Period with respect
thereto; provided that, all of
the foregoing provisions relating to Interest Periods are subject to the
following:

       

      (i) if any
Interest Period would otherwise end on a day that is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless the
result of such extension would be to carry such Interest Period into another
calendar month in which event such Interest Period shall end on the immediately
preceding Business Day;

       

      (ii) no
Borrower may select an Interest Period under a particular Facility that would
extend beyond the Revolving Termination Date or beyond the date final payment is
due on the relevant Term Loans, as the case may be; and

       

      (iii) except
with respect to any Interest Period shorter than one-month, any Interest Period
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of a calendar
month.

       

      “Issuing
Lender”:  JPMorgan Chase Bank, N.A., Wachovia Bank, National
Association or any affiliate thereof, or any other Lender reasonably acceptable
to the Administrative Agent, in each case in its capacity as issuer of any
Letter of Credit.  Each reference herein to “the Issuing Lender” shall
be deemed to be a reference to the relevant Issuing Lender with respect to the
relevant Letter of Credit.

       

      “L/C
Commitment”:  $150,000,000.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      “L/C
Obligations”:  at any time, an amount equal to the sum of (a)
the aggregate then undrawn and unexpired amount of the then outstanding Letters
of Credit and (b) the aggregate amount of drawings under Letters of Credit that
have not then been reimbursed pursuant to Section 3.5.

       

      “L/C
Participants”:  the collective reference to all US$ Revolving
Lenders other than the Issuing Lender.

       

      “Lenders”:  as
defined in the preamble hereto; provided, that unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

       

      “Letters of
Credit”:  as defined in Section 3.1(a).

       

      “Lien”:  any
mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge
or other security interest or any other security agreement (including any
conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing), but excluding
any licensing of products, services or Intellectual Property in the ordinary
course of business.

       

      “Loan”:  any
loan made by any Lender pursuant to this Agreement.

       

      “Loan
Documents”:  this Agreement, the Notes and any amendment,
waiver, supplement or other modification to any of the foregoing.

       

      “Local
Time”:  (a) in the case of Alternative Currency Loans, London
time (or, in the case of the definition of “Eurocurrency Base Rate” with respect
to Loans denominated in Euros, Brussels time), (b) in the case of Letters of
Credit denominated in a currency other than Dollars or an Alternative Currency,
such time as the Administrative Agent shall reasonably determine and (c) in all
other cases, New York City time.

       

      “Majority Facility
Lenders”:  with respect to any Facility, the holders of more
than 50% of the aggregate amount of the US$ Term Loans, the Incremental Term
Loans or Revolving Extensions of Credit, as the case may be, outstanding
thereunder (or, in the case of the US$ Revolving Facility or Multicurrency
Revolving Facility, prior to any termination of the Revolving Commitments
thereunder, the holders of more than 50% of such Revolving
Commitments).

       

      “Mandatory
Cost”:  in relation to any Eurocurrency Loans, any addition to
the interest rate determined in accordance with Schedule 1.1B.

       

      “Material Adverse
Effect”:  a material adverse effect on (a) the business,
operations or financial condition of the Group Members taken as a whole or (b)
the validity or enforceability of this Agreement or any of the other Loan
Documents or the rights to payment and remedies of the Administrative Agent or
the Lenders hereunder or thereunder.

       

      “Materials of Environmental
Concern”:  any gasoline or petroleum (including crude oil or
any fraction thereof) or petroleum products or any hazardous or toxic
substances, materials or wastes including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation, in each case to the extent regulated under any
Environmental Law.

       

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

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      “Multicurrency Revolving
Commitment”:  as to any Lender, the obligation of such Lender,
if any, to make Revolving Loans in Dollars or any Alternative Currency in an
aggregate principal amount not to exceed the amount set forth under the heading
“Multicurrency Revolving Commitment” opposite such Lender’s name on Schedule 1.1
or in the Assignment and Assumption or the Incremental Facility Activation
Notice pursuant to which such Lender became a party hereto, as the same may be
changed from time to time pursuant to the terms hereof.  The original
amount of the aggregate Multicurrency Revolving Commitments is
$50,000,000.

       

      “Multicurrency Revolving
Extensions of Credit”:  as to any Multicurrency Revolving
Lender at any time, an amount equal to the aggregate principal amount of all
Multicurrency Revolving Loans held by such Lender then
outstanding.  In the case of Multicurrency Revolving Loans denominated
in Alternative Currencies, such amount shall be calculated using the Dollar
Equivalent thereof.

       

      “Multicurrency Revolving
Lender”:  each Lender that has a Multicurrency Revolving
Commitment or that holds Multicurrency Revolving Loans.

       

      “Multicurrency Revolving
Loans”:  as defined in Section 2.4(a).

       

      “Multicurrency Revolving
Percentage”:  as to any Multicurrency Revolving Lender at any
time, the percentage which such Lender’s Multicurrency Revolving Commitment then
constitutes of the aggregate Multicurrency Revolving Commitments or, at any time
after the Multicurrency Revolving Commitments shall have expired or terminated,
the percentage which the aggregate principal amount of such Lender’s
Multicurrency Revolving Extensions of Credit then outstanding constitutes of the
aggregate principal amount of the Multicurrency Revolving Extensions of Credit
then outstanding.

       

      “Multiemployer
Plan”:  a multiemployer plan as defined in Section 4001(a)(3)
of ERISA.

       

      “New Lender
Supplement”:  a supplement substantially in the form of Exhibit
E.

       

      “Non-Consenting
Lender” has the meaning assigned to such term in
Section 10.1.

       

      “Non-Excluded
Taxes”:  as defined in Section 2.19(a).

       

      “Non-U.S.
Lender”:  as defined in Section 2.19(d).

       

      “Notes”:  the
collective reference to any promissory note evidencing Loans.

       

      “Off-Balance Sheet
Liabilities” of a Person means (a) any Receivables Transaction Attributed
Debt and repurchase obligation or liability of such Person or any of its
Subsidiaries with respect to Receivables or notes receivable sold by such Person
or any of its Subsidiaries (calculated to include the unrecovered investment of
purchasers or transferees of Receivables or notes receivable or any other
obligation of such Person or any of its Subsidiaries or such transferor to
purchasers/transferees of interests in Receivables or notes receivables or the
agent for such purchasers/transferees), (b) any repurchase obligation or
liability of such Person or any of its Subsidiaries under any sale and leaseback
transactions which do not create a liability on the consolidated balance sheet
of such Person, (c) any liability of such Person or any of its Subsidiaries
under any so-called “synthetic” lease transaction, or (d) any obligations
of such Person or any of its Subsidiaries arising with respect to any other
transaction which is the functional equivalent of borrowing but which does not
constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries but which appears as a footnote in the financial
statements.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      “Other
Taxes”:  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 or any other Loan
Document.

       

      “Parent
Borrower”:  as defined in the preamble hereto.

       

      “Participant”:  as
defined in Section 10.6(c).

       

      “PBGC”:  the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA (or any successor).

       

      “Person”:  an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

       

      “Plan”:  at
a particular time, any employee pension benefit plan subject to the provisions
of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in
respect of which the Parent Borrower or a Commonly Controlled Entity is (or, if
such plan were terminated at such time, would under Section 4062 or 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

       

      “Pricing
Grid”:  the table set forth below.

       

      
        	
                Senior
      Unsecured Long-Term Debt Rating (Moody’s/S&P)

              	
                Applicable
      Margin for Term Loans – Eurocurrency Loans

              	
                Applicable
      Margin for Term Loans – ABR Loans

              	
                Applicable
      Margin for Revolving Loans Eurocurrency Loans

              	
                Applicable
      Margin for Revolving Loans – ABR Loans

              	
                Facility
      Fee Rate

              
	
                Baa1/BBB+
      or better

              	
                1.000%

              	
                0.000%

              	
                0.850%

              	
                0.000%

              	
                0.150%

              
	
                Baa2/BBB

              	
                1.250%

              	
                0.250%

              	
                1.075%

              	
                0.075%

              	
                0.175%

              
	
                Baa3/BBB-

              	
                1.500%

              	
                0.500%

              	
                1.300%

              	
                0.300%

              	
                0.200%

              
	
                Baa3
      and BB+ or Ba1 and BBB-

              	
                1.750%

              	
                0.750%

              	
                1.500%

              	
                0.500%

              	
                0.250%

              
	
                Ba1/BB+

              	
                2.000%

              	
                1.000%

              	
                1.700%

              	
                0.700%

              	
                0.300%

              
	
                Ba2/BB

              	
                2.250%

              	
                1.250%

              	
                1.900%

              	
                0.900%

              	
                0.350%

              
	
                Ba3/BB-
      or below

              	
                2.500%

              	
                1.500%

              	
                2.050%

              	
                1.050%

              	
                0.450%

              


      

      


      In the
foregoing chart, “Senior Unsecured Long-Term Debt Rating” refers to the rating
on the Facilities, or in the absence of such rating, on any other senior
unsecured long-term debt of the Parent Borrower.  In the case of any
“split” rating from Moody’s and S&P (except Baa3 and BB+ or Ba1 and BBB-),
the rating will be deemed to be the higher of the two ratings unless the ratings
are two or more levels apart, in which case the rating will be deemed to be one
level above the lower rating.  If the ratings of either S&P or
Moody’s changes, the Applicable Margin shall adjust, and such adjustment shall
be effective, on the first Business Day following the date on which such change
in rating is first publicly announced.  If at the Closing Date the
Parent Borrower has not received a Senior Unsecured Long-Term Debt Rating from


       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      each of
S&P and Moody’s, then the Applicable Margin shall be based on the “Issuer
Rating” from S&P and the “Corporate Family Rating” from Moody’s; provided, that if the
Parent Borrower has not received a Senior Unsecured Long-Term Debt Rating from
each of S&P and Moody’s on the date that is three-months after the Closing
Date, the Applicable Margin shall be based on the lowest rating (Ba3/BB- or
below) until such time as a Senior Unsecured Long-Term Debt Rating from each of
S&P and Moody’s has been received.

       

      “Prime Rate” shall
mean the rate of interest per annum publicly announced from time to time by
JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal office
in New York City (the Prime Rate not being intended to be the lowest rate of
interest charged by JPMorgan Chase Bank, N.A., in connection with extensions of
credit to debtors).

       

      “Prohibited
Transaction”:  has the meaning assigned to such term in Section
406 of ERISA and Section 4975(f) of the Code.

       

      “Projections”:  as
defined in Section 6.2(c).

       

      “Properties”:  the
facilities or properties owned, leased or operated by any Group
Member.

       

      “Qualified Receivables
Transaction”:  any transaction or series of transactions that
may be entered into by any Group Member pursuant to which such Group Member may
sell, convey or otherwise transfer to (a) a Receivables Entity (in the case of a
transfer by such Group Member) or (b) any other Person (in the case of a
transfer by a Receivables Entity), or may grant a security interest in, any
Receivables (whether now existing or arising in the future) of such Group
Member, and any assets related thereto including, without limitation, all
collateral securing such Receivables, all contracts and all guarantees or other
obligations in respect of such Receivables, the proceeds of such Receivables and
other assets which are customarily transferred, or in respect of which security
interests are customarily granted, in connection with asset securitizations
involving Receivables.

       

      “Quotation
Day”:  with respect to any Eurocurrency Loans and any Interest
Period, (i) in the case of a Eurocurrency Loans denominated in Dollars or Euros,
two (2) Business Days prior to the commencement of such Interest Period, and
(ii) in the case of a Eurocurrency Loan denominated in any Alternative Currency
other than Euros, the day on which it is market practice in the relevant
interbank market for major banks to give quotations for deposits in the currency
of such borrowing for delivery on the first day of such Interest Period (and if
such quotations would normally be given by major banks on more than one day, the
Quotation Day will be the last of such days).

       

      “Receivable”:  a
right to receive payment arising from a sale or lease of goods or the
performance of services by a Person pursuant to an arrangement with another
Person pursuant to which such other Person is obligated to pay for goods or
services under terms that permit the purchase of such goods and services on
credit and shall include, in any event, any items of property that would be
classified as an “account”, “chattel paper”, a “payment intangible” or an
“instrument” under the Uniform Commercial Code as in effect in the State of New
York and any “supporting obligations” (as so defined) of such
items.

       

      “Receivables
Entity”:  either (a) any Subsidiary of the Parent Borrower or
(b) another Person to which any Group Member transfers Receivables and related
assets, in either case which engages in no activities other than in connection
with the repurchase or financing of Receivables and which is designated by the
Board of Directors of the Parent Borrower as a Receivables Entity:

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      (i) no portion
of the Indebtedness or any other obligations (contingent or otherwise) of which
(x) is guaranteed by any Group Member (excluding guarantees of obligations
(other than the principal of, and interest on, Indebtedness) pursuant to
Standard Securitization Undertakings); (y) is recourse to or obligates any Group
Member in any way other than pursuant to Standard Securitization Undertakings;
or (z) subjects any property or asset of any Group Member, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings;

       

      (ii) with which
no Group Member has any material contract, agreement, arrangement or
understanding (except in connection with any equity investment, a purchase money
note or a Qualified Receivables Transaction other than (x) on terms, taken as a
whole, no less favorable to such Group Member than those that might be obtained
at the time from Persons that are not Affiliates of such Group Member or (y) for
the payment of fees in the ordinary course of business in connection with
servicing Receivables; and

       

      (iii) to which
no Group Member has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating
results.

       

      “Receivables Transaction
Attributed Debt”:  the amount of obligations outstanding under
the legal documents entered into as part of any receivables securitization
(including any Qualified Receivables Transaction) on any date of determination
that would be characterized as principal if such receivables securitization were
structured as a secured lending transaction rather than as a
purchase.

       

      “Refunded Swingline
Loans”:  as defined in Section 2.7.

       

      “Register”:  as
defined in Section 10.6(b).

       

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

       

      “Reimbursement
Obligation”:  the obligation of the Parent Borrower to
reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit.

       

      “Reorganization”:  with
respect to any Multiemployer Plan, the condition that such plan is in
reorganization within the meaning of Section 4241 of ERISA.

       

      “Reportable
Event”:  any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
§ 4043.

       

      “Required
Lenders”:  at any time, the holders of more than 50% of the sum
of (a) the aggregate unpaid principal amount of the Term Loans then outstanding
and (b) the aggregate Revolving Commitments then in effect (or, if the Revolving
Commitments have been terminated under any Facility, the sum of (i) the
Revolving Commitments then in effect (if any) and (ii) the aggregate amount of
the Revolving Extensions of Credit then outstanding).

       

      “Requirement of
Law”:  as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

       

      “Responsible
Officer”:  the chief executive officer, president, chief
financial officer, treasurer or controller of the Parent Borrower and any other
officer of the Parent Borrower so designated by any of the foregoing officers in
a notice to the Administrative Agent, but in any event, with respect to
financial matters, the chief financial officer, treasurer or controller of the
Parent Borrower.

       

      “Restricted
Payment”:  means the declaration or payment of any dividend by
the Parent Borrower (other than dividends payable solely in common stock of such
the Parent Borrower) on, or the making of any payment on account of, or the
setting apart of assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of any Capital Stock of
the Parent Borrower, whether now or hereafter outstanding, or the making of any
other distribution in respect thereof, either directly or indirectly, whether in
cash or property or in obligations of the Parent Borrower.

       

      “Revolving Commitment
Period”:  the period from and including the Closing Date to the
Revolving Termination Date.

       

      “Revolving
Commitments”:  the collective reference to the Multicurrency
Revolving Commitments and the US$ Revolving Commitments.

       

      “Revolving Extensions of
Credit”:  the collective reference to the Multicurrency
Revolving Extensions of Credit and the US$ Revolving Extensions of
Credit.

       

      “Revolving
Lender”:  each Lender that has a Revolving Commitment or that
holds Revolving Loans.

       

      “Revolving
Loans”:  the collective reference to the Multicurrency
Revolving Loans and the US$ Revolving Loans.

       

      “Revolving Termination
Date”:  the fifth anniversary of the Closing Date.

       

      “S&P”:  Standard
& Poor’s Ratings Group.

       

      “SEC”:  the
Securities and Exchange Commission, any successor thereto and any analogous
Governmental Authority.

       

      “Specified Multicurrency
Revolving Lender”:  as defined in Section 2.23.

       

      “Standard Securitization
Undertakings”:  representations, warranties, covenants and
indemnities entered into by any Group Member which are reasonably customary in
securitization of Receivables transactions.

       

      “Sterling” and “£”:  British
pounds sterling.

       

      “Subsidiary”:  as
to any Person, a corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Parent Borrower.

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      “Swap
Agreement”:  any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no
phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
any Group Member shall be a “Swap Agreement”.

       

      “Swingline
Commitment”:  the obligation of the Swingline Lender to make
Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any
one time outstanding not to exceed $25,000,000.

       

      “Swingline
Lender”:  JPMorgan Chase Bank, N.A., in its capacity as the
lender of Swingline Loans.

       

      “Swingline
Loans”:  as defined in Section 2.6.

       

      “Swingline Participation
Amount”:  as defined in Section 2.7(c).

       

      “Syndication
Agents”:  as defined in the preamble hereto.

       

      “Term
Lenders”:  the collective reference to the US$ Term Lenders and
the Incremental Term Lenders.

       

      “Term
Loans”:  the collective reference to the US$ Term Loans and the
Incremental Term Loans.

       

      “Transferee”:  any
Assignee or Participant.

       

      “Type”:  as
to any Loan, its nature as an ABR Loan or a Eurocurrency Loan.

       

      “United
States”:  the United States of America.

       

      “US$ Revolving
Commitment”:  as to any Lender, the obligation of such Lender,
if any, to make Revolving Loans and participate in Swingline Loans and Letters
of Credit in Dollars in an aggregate principal and/or face amount not to exceed
the amount set forth under the heading “US$ Revolving Commitment” opposite such
Lender’s name on Schedule 1.1 or in the Assignment and Assumption or the
Incremental Facility Activation Notice pursuant to which such Lender became a
party hereto, as the same may be changed from time to time pursuant to the terms
hereof.  The original amount of the aggregate US$ Revolving
Commitments is $700,000,000.

       

      “US$ Revolving Extensions of
Credit”:  as to any US$ Revolving Lender at any time, an amount
equal to the sum of (a) the aggregate principal amount of all US$ Revolving
Loans held by such Lender then outstanding, (b) such Lender’s US$ Revolving
Percentage of the L/C Obligations then outstanding and (c) such Lender’s US$
Revolving Percentage of the aggregate principal amount of Swingline Loans then
outstanding.

       

      “US$ Revolving
Lender”:  each Lender that has a US$ Revolving Commitment or
that holds US$ Revolving Loans.

       

      “US$ Revolving
Loans”:  as defined in Section 2.4(a).

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       

      “US$ Revolving
Percentage”:  as to any US$ Revolving Lender at any time, the
percentage which such Lender’s US$ Revolving Commitment then constitutes of the
aggregate US$ Revolving Commitments or, at any time after the US$ Revolving
Commitments shall have expired or terminated, the percentage which the aggregate
principal amount of such Lender’s US$ Revolving Loans then outstanding
constitutes of the aggregate principal amount of the US$ Revolving Loans then
outstanding, provided, that, in
the event that the US$ Revolving Loans are paid in full prior to the reduction
to zero of the US$ Revolving Extensions of Credit, the US$ Revolving Percentages
shall be determined in a manner designed to ensure that the other outstanding
US$ Revolving Extensions of Credit shall be held by the US$ Revolving Lenders on
a comparable basis.

       

      “US$ Term
Commitment”:  as to any Lender, the obligation of such Lender,
if any, to make a US$ Term Loan to the Parent Borrower in a principal amount not
to exceed the amount set forth under the heading “US$ Term Commitment” opposite
such Lender’s name on Schedule 1.1.  The original aggregate amount of
the US$ Term Commitments is $350,000,000.

       

      “US$ Term
Lender”:  each Lender that holds a US$ Term Loan or is
obligated to make a US$ Term Loan on the Closing Date pursuant to Section
2.1.

       

      “US$ Term
Loan”:  as defined in Section 2.1.

       

      “Wholly Owned
Subsidiary”:  as to any Person, any other Person all of the
Capital Stock of which (other than directors’ qualifying shares required by law)
is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.

       

      1.2 Other Definitional
Provisions.  (a)  Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or
other document made or delivered pursuant hereto or thereto.

       

      (b) As used
herein and in the other Loan Documents, and any certificate or other document
made or delivered pursuant hereto or thereto, (i) accounting terms relating to
any Group Member not defined in Section 1.1 and accounting terms partly defined
in Section 1.1, to the extent not defined, shall have the respective meanings
given to them under GAAP, (ii) the words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”, (iii) the
word “incur” shall be construed to mean incur, create, issue, assume, become
liable in respect of or suffer to exist (and the words “incurred” and
“incurrence” shall have correlative meanings), (iv) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
Capital Stock, securities, revenues, accounts, leasehold interests and contract
rights, (v) references to agreements or other Contractual Obligations shall,
unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from time
to time and (vi) where applicable, any amount (including, without limitation,
minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall,
when referring to any currency other than Dollars, be deemed to mean an amount
of such currency having a Dollar Equivalent approximately equal to such
amount.

       

      (c) The words
“hereof”, “herein” and “hereunder” and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.

       

      (d) The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

       

      1.3 Exchange
Rates.  (a)  Not
later than 1:00 P.M., Local Time, on each Calculation Date, the Administrative
Agent shall (i) determine the Exchange Rate as of such Calculation Date for each
Alternative Currency in which a Loan is then outstanding and (ii) give notice
thereof to the Parent Borrower.  The Exchange Rates so determined
shall become effective on the first Business Day immediately following the
relevant Calculation Date (a “Reset Date”) and
shall remain effective until the next succeeding Reset Date.

       

      (b) Not later
than 2:00 P.M., Local Time, on each Reset Date with respect to the Multicurrency
Revolving Facility, the Administrative Agent shall (i) determine the aggregate
amount of Multicurrency Revolving Extensions of Credit on such date (after
giving effect to any Multicurrency Revolving Loans to be made in connection with
such determination) and (ii) notify the Parent Borrower  of such
determination.

       

      SECTION
2.    AMOUNT AND TERMS OF COMMITMENTS

       

      2.1 Term
Commitments.   Subject
to the terms and conditions hereof, on the Closing Date, each US$ Term Lender
severally agrees to make a “US$ Term Loan” to the
Parent Borrower in an amount not to exceed the US$ Term Commitment of such
Lender.  The US$ Term Loans may from time to time be Dollar
Eurocurrency Loans or ABR Loans, as determined by the Parent Borrower and
notified to the Administrative Agent in accordance with Sections 2.2 and
2.12.

       

      2.2 Procedure for Term Loan
Borrowing.  With
respect to US$ Term Loans, the Parent Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by the Administrative
Agent in advance of the anticipated Closing Date no later than 12:00 noon, Local
Time (a) one Business Day prior to the Closing Date, in the case of ABR Loans
and (iii) three Business Days prior to the Closing Date, in the case of
Eurocurrency Loans, requesting that the Term Lenders make the US$ Term Loans on
the Closing Date and specifying the amount to be borrowed.  Upon
receipt of such notice the Administrative Agent shall promptly notify each Term
Lender thereof.  Not later than 12:00 Noon, Local Time, on the Closing
Date each Term Lender shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the Term Loan
to be made by such Lender.  The Administrative Agent shall credit the
account of the Parent Borrower on the books of such office of the Administrative
Agent with the aggregate of the amounts made available to the Administrative
Agent by the Term Lenders in immediately available funds.  Any funding
of Incremental Term Loans shall be made pursuant to such procedures as shall be
agreed to by the Parent Borrower, the relevant Incremental Term Lenders and the
Administrative Agent.

       

      2.3 Repayment of Term
Loans.

       

      (a) The US$
Term Loan shall mature in a single installment due on the second anniversary of
the Closing Date.

       

      (b) The
Incremental Term Loans of each Incremental Term Lender shall mature in
consecutive installments (which shall be no more frequent than quarterly), if
any, as specified in the Incremental Facility Activation Notice pursuant to
which such Incremental Term Loans were made.

       

      2.4 Revolving
Commitments.  (a)  Subject
to the terms and conditions hereof, (i) each US$ Revolving Lender severally
agrees to make revolving credit loans in Dollars (“US$ Revolving Loans”)
to the Parent Borrower from time to time during the Revolving Commitment Period
in an aggregate principal amount at any one time outstanding which, when added
to such Lender’s US$ Revolving Percentage of the sum of (x) the L/C Obligations
then outstanding and (y) the aggregate principal amount of the Swingline Loans
then outstanding, does not exceed such Lender’s US$ Revolving 

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

      Commitment
and (ii) each Multicurrency Revolving Lender severally agrees to make revolving
credit loans in Dollars and each Alternative Currency (“Multicurrency Revolving
Loans”) to the Parent Borrower and the Foreign Subsidiary Borrowers from
time to time during the Revolving Commitment Period in an aggregate principal
amount at any one time outstanding which does not exceed such Lender’s
Multicurrency Revolving Commitment.  During the Revolving Commitment
Period the relevant Borrowers may use the Revolving Commitments by borrowing,
prepaying the Revolving Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof.  The Revolving Loans
may from time to time be Eurocurrency Loans or, in the case of Revolving Loans
denominated in Dollars, ABR Loans, as determined by the relevant Borrower and
notified to the Administrative Agent in accordance with Sections 2.5 and
2.12.  No Revolving Loans shall be made if the Revolving Extensions of
Credit would exceed the Revolving Commitment.

       

      (b) Each
Borrower shall repay all outstanding Revolving Loans borrowed by it on the
Revolving Termination Date.

       

      2.5 Procedure for Revolving Loan
Borrowing.  The
Borrowers may borrow under the relevant Revolving Commitments during the
Revolving Commitment Period on any Business Day, provided that the
relevant Borrower shall give the Administrative Agent irrevocable written notice
(which notice must be received by the Administrative Agent prior to 11:00 A.M.,
Local Time, (a) three Business Days prior to the requested Borrowing Date, in
the case of Eurocurrency Loans, or (b) one Business Day prior to the requested
Borrowing Date, in the case of ABR Loans) (provided that any
such notice of a borrowing of ABR Loans under the US$ Revolving Facility to
finance payments required by Section 3.5 may be given not later than 10:00
A.M., Local Time, on the date of the proposed borrowing), specifying (i) the
amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing
Date, (iii) in the case of Eurocurrency Loans, the respective amounts of each
such Type of Loan, the respective lengths of the initial Interest Period
therefor and the details of the account to which funds are to be paid and (iv)
in the case of Revolving Loans denominated in Dollars, whether they are to be
Revolving Loans under the US$ Revolving Facility or the Multicurrency Revolving
Facility, provided that if no
selection is made, such Revolving Loans shall be under the US$ Revolving
Facility.  Each borrowing under the Revolving Commitments shall be in
an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple
thereof (or, if the then aggregate Available Revolving Commitments are less than
$1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the
Swingline Lender may request, on behalf of the Parent Borrower, borrowings under
the US$ Revolving Commitments that are ABR Loans in other amounts pursuant to
Section 2.7(b).  Upon receipt of any such notice, the Administrative
Agent shall promptly notify each relevant Revolving Lender
thereof.  Each relevant Revolving Lender will make the amount of its
pro rata share of each
borrowing available to the Administrative Agent for the account of the relevant
Borrower at the Funding Office prior to 1:00 P.M., Local Time, on the Borrowing
Date requested by the relevant Borrower in funds immediately available to the
Administrative Agent.  Such borrowing will then be made available to
the relevant Borrower by the Administrative Agent crediting the account of such
Borrower on the books of such office with the aggregate of the amounts made
available to the Administrative Agent by the Revolving Lenders and in like funds
as received by the Administrative Agent.

       

      2.6 Swingline
Commitment.  (a)  Subject
to the terms and conditions hereof, the Swingline Lender agrees to make a
portion of the credit otherwise available to the Parent Borrower under the US$
Revolving Commitments from time to time during the Revolving Commitment Period
by making swing line loans (“Swingline Loans”) to
the Parent Borrower; provided that (i) the
aggregate principal amount of Swingline Loans outstanding at any time shall not
exceed the Swingline Commitment then in effect (notwithstanding that the
Swingline Loans outstanding at any time, when aggregated with the Swingline
Lender’s other outstanding US$ Revolving Loans, may exceed the Swingline
Commitment 

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

       

      then in
effect) and (ii) the Parent Borrower shall not request, and the Swingline Lender
shall not make, any Swingline Loan if, after giving effect to the making of such
Swingline Loan, the aggregate amount of the Available US$ Revolving Commitments
would be less than zero.  During the Revolving Commitment Period, the
Parent Borrower may use the Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions
hereof.  Swingline Loans shall be ABR Loans only.

       

      (b) The Parent
Borrower shall repay to the Swingline Lender the then unpaid principal amount of
each Swingline Loan on the earlier of the Revolving Termination Date and the
first date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least two Business Days after such Swingline Loan is
made; provided
that on each date that a US$ Revolving Loan is borrowed, the Parent Borrower
shall repay all Swingline Loans then outstanding.

       

      2.7 Procedure for Swingline
Borrowing; Refunding of Swingline Loans.  (a)  Whenever
the Parent Borrower desires that the Swingline Lender make Swingline Loans it
shall give the Swingline Lender irrevocable telephonic notice confirmed promptly
in writing (which telephonic notice must be received by the Swingline Lender not
later than 3:00 P.M., Local Time, on the proposed Borrowing Date), specifying
(i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall
be a Business Day during the Revolving Commitment Period).  Each
borrowing under the Swingline Commitment shall be in an amount equal to $100,000
or a whole multiple thereof.  Not later than 4:00 P.M., Local Time, on
the Borrowing Date specified in a notice in respect of Swingline Loans, the
Swingline Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the amount of the
Swingline Loan to be made by the Swingline Lender.  The Administrative
Agent shall make the proceeds of such Swingline Loan available to the Parent
Borrower on such Borrowing Date by depositing such proceeds in the account of
the Parent Borrower with the Administrative Agent on such Borrowing Date in
immediately available funds.

       

      (b) The
Swingline Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the Parent Borrower (which hereby irrevocably
directs the Swingline Lender to act on its behalf), on one Business Day’s notice
given by the Swingline Lender no later than 12:00 Noon, Local Time, request each
US$ Revolving Lender to make, and each US$ Revolving Lender hereby agrees to
make, a US$ Revolving Loan, in an amount equal to such US$ Revolving Lender’s
US$ Revolving Percentage of the aggregate amount of the Swingline Loans (the
“Refunded Swingline
Loans”) outstanding on the date of such notice, to repay the Swingline
Lender.  Each US$ Revolving Lender shall make the amount of such US$
Revolving Loan available to the Administrative Agent at the Funding Office in
immediately available funds, not later than 10:00 A.M., Local Time, one Business
Day after the date of such notice.  The proceeds of such US$ Revolving
Loans shall be immediately made available by the Administrative Agent to the
Swingline Lender for application by the Swingline Lender to the repayment of the
Refunded Swingline Loans.  The Parent Borrower irrevocably authorizes
the Swingline Lender to charge the Parent Borrower’s accounts with the
Administrative Agent (up to the amount available in each such account) in order
to immediately pay the amount of such Refunded Swingline Loans to the extent
amounts received from the US$ Revolving Lenders are not sufficient to repay in
full such Refunded Swingline Loans.

       

      (c) If prior
to the time a US$ Revolving Loan would have otherwise been made pursuant to
Section 2.7(b), one of the events described in Section 8(f) shall have occurred
and be continuing with respect to the Parent Borrower or if for any other
reason, as determined by the Swingline Lender in its sole discretion, US$
Revolving Loans may not be made as contemplated by Section 2.7(b), each US$
Revolving Lender shall, on the date such US$ Revolving Loan was to have been
made pursuant to the notice referred to in Section 2.7(b), purchase for cash an
undivided participating interest in the then outstanding Swingline Loans by
paying to the Swingline Lender an amount (the “Swingline
Participation

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       

      Amount”) equal to (i)
such US$ Revolving Lender’s US$ Revolving Percentage times (ii) the sum of
the aggregate principal amount of Swingline Loans then outstanding that were to
have been repaid with such US$ Revolving Loans.

       

      (d) Whenever,
at any time after the Swingline Lender has received from any US$ Revolving
Lender such Lender’s Swingline Participation Amount, the Swingline Lender
receives any payment on account of the Swingline Loans, the Swingline Lender
will distribute to such Lender its Swingline Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Lender’s participating interest was outstanding and funded and, in
the case of principal and interest payments, to reflect such Lender’s pro rata portion of such
payment if such payment is not sufficient to pay the principal of and interest
on all Swingline Loans then due); provided, however, that in the
event that such payment received by the Swingline Lender is required to be
returned, such US$ Revolving Lender will return to the Swingline Lender any
portion thereof previously distributed to it by the Swingline
Lender.

       

      (e) Each US$
Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b)
and to purchase participating interests pursuant to Section 2.7(c) shall be
absolute and unconditional and shall not be affected by any circumstance,
including (i) any setoff, counterclaim, recoupment, defense or other right that
such US$ Revolving Lender or the Parent Borrower may have against the Swingline
Lender, the Parent Borrower or any other Person for any reason whatsoever, (ii)
the occurrence or continuance of a Default or an Event of Default or the failure
to satisfy any of the other conditions specified in Section 5, (iii) any adverse
change in the condition (financial or otherwise) of the Parent Borrower, (iv)
any breach of this Agreement or any other Loan Document by the Parent Borrower,
any other Borrower or any other US$ Revolving Lender or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

       

      2.8 Facility Fees, etc.   
(a)  The Parent Borrower agrees to pay to the Administrative Agent for
the account of each Revolving Lender a facility fee for the period from and
including the date hereof to the last day of the Revolving Commitment Period,
computed at the Facility Fee Rate on the Revolving Commitment of such Lender
during the period for which payment is made, payable quarterly in arrears on
each Fee Payment Date, commencing on the first such date to occur after
September 30, 2008.

       

      (b) The Parent
Borrower agrees to pay to the Administrative Agent the fees in the amounts and
on the dates as set forth in any fee agreements with the Administrative Agent
and to perform any other obligations contained therein.

       

      2.9 Termination or Reduction of
Commitments.  The
Parent Borrower shall have the right, upon not less than three Business Days’
notice to the Administrative Agent, to terminate the Revolving Commitments under
the relevant Facility or, from time to time, to reduce the amount of the
Revolving Commitments under the relevant Facility; provided that no such
termination or reduction of Revolving Commitments shall be permitted if, after
giving effect thereto and to any prepayments of the Revolving Loans and
Swingline Loans made on the effective date thereof, the aggregate Revolving
Extensions of Credit under the relevant Facility would exceed the aggregate
Revolving Commitments thereunder.  Any such reduction shall be in an
amount equal to $1,000,000, or a whole multiple thereof, and shall reduce
permanently the relevant Revolving Commitments then in effect.

       

      2.10 Optional
Prepayments.  The
relevant Borrower may at any time and from time to time prepay the Loans, in
whole or in part, without premium or penalty, upon irrevocable written notice
delivered to the Administrative Agent no later than 11:00 A.M., Local Time,
three Business Days prior thereto, in the case of Eurocurrency Loans, and no
later than 11:00 A.M., Local Time, one Business Day 

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

       

      prior
thereto, in the case of ABR Loans, which notice shall specify the date and
amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR
Loans; provided, that if
such notice is given in connection with a conditional notice of termination of
the Revolving Commitments and a refinancing of all Loans outstanding hereunder,
such notice may be conditional on the effectiveness of the replacement credit
agreement or other similar document and may be revoked by the Parent Borrower if
such condition is not satisfied, subject to Section 2.20; provided further, that if a
Eurocurrency Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, such Borrower shall also pay any amounts owing
pursuant to Section 2.20.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender
thereof.  If any such notice is given and not revoked as provided in
the preceding sentence, the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of
Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such
date on the amount prepaid.  Partial prepayments of Term Loans and
Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a
whole multiple thereof.  Partial prepayments of Swingline Loans shall
be in an aggregate principal amount of $100,000 or a whole multiple
thereof.

       

      2.11 Mandatory
Prepayments;
Cash Collateralization of Letters of Credit.  (a)  If,
on any Determination Date, the aggregate Multicurrency Revolving Extensions of
Credit exceed 105% of the aggregate Multicurrency Revolving Commitments, the
Borrowers shall, without notice or demand, within three Business Days after such
Determination Date, prepay Multicurrency Revolving Loans in an aggregate amount
such that, after giving effect thereto, the aggregate Multicurrency Revolving
Extensions of Credit do not exceed the aggregate Multicurrency Revolving
Commitments.

       

      (b) If on any
date the Administrative Agent shall notify the Parent Borrower that, by virtue
of any change in the Exchange Rate of any foreign currency in which a Letter of
Credit is denominated, the L/C Obligations would exceed 105% of the L/C
Commitment then in effect, then, within three Business Days after the date of
such notice, the Parent Borrower shall arrange to cash collateralize outstanding
Letters of Credit to the extent necessary to eliminate such excess.

       

      2.12 Conversion and Continuation
Options.  (a)  The
Parent Borrower may elect from time to time to convert Dollar Eurocurrency Loans
to ABR Loans by giving the Administrative Agent prior irrevocable notice of such
election no later than 11:00 A.M., Local Time, on the Business Day preceding the
proposed conversion date, provided that any
such conversion of Eurocurrency Loans may only be made on the last day of an
Interest Period with respect thereto.  The Parent Borrower may elect
from time to time to convert ABR Loans to Dollar Eurocurrency Loans by giving
the Administrative Agent prior irrevocable notice of such election no later than
11:00 A.M., Local Time, on the third Business Day preceding the proposed
conversion date (which notice shall specify the length of the initial Interest
Period therefor), provided that no ABR
Loan under a particular Facility may be converted into a Eurocurrency Loan when
any Event of Default has occurred and is continuing and the Administrative Agent
or the Majority Facility Lenders in respect of such Facility have determined in
its or their sole discretion not to permit such conversions.  Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof.

       

      (b) Any
Eurocurrency Loan may be continued as such upon the expiration of the then
current Interest Period with respect thereto by the relevant Borrower giving
irrevocable written notice to the Administrative Agent substantially in the form
of Exhibit F and in accordance with the applicable provisions of the term
“Interest Period” set forth in Section 1.1, of the length of the next Interest
Period to be applicable to such Loans, provided that no
Dollar Eurocurrency Loan under a particular Facility may be continued as such
when any Event of Default has occurred and is continuing and the Administrative
Agent has or the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such continuations, and
provided, further, that if the
relevant Borrower shall fail 

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

       

      to give
any required notice as described above in this paragraph or if such continuation
is not permitted pursuant to the preceding proviso such Loans shall (i) in the
case of Dollar Eurocurrency Loans, be automatically converted to ABR Loans on
the last day of such then expiring Interest Period and (ii) otherwise, where the
relevant Borrower has failed to give a notice of continuation by 11:00 A.M.
Local Time three Business Days prior to the end of the expiring Interest Period,
be automatically continued as a Eurocurrency Loan with an Interest Period of one
month.  Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.

       

      2.13 Limitations on Eurocurrency
Tranches.  Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurocurrency Loans and all selections of Interest Periods shall
be in such amounts and be made pursuant to such elections so that, (a) after
giving effect thereto, the aggregate principal amount of the Eurocurrency Loans
comprising each Eurocurrency Tranche shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and (b) no more than fifteen
Eurocurrency Tranches shall be outstanding at any one time.

       

      2.14 Interest Rates and Payment
Dates.  (a)  Each
Eurocurrency Loan shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurocurrency Rate
determined for such day plus the Applicable Margin.

       

      (b) Each ABR
Loan shall bear interest at a rate per annum equal to the ABR plus the
Applicable Margin.

       

      (c) (i) If all
or a portion of the principal amount of any Loan or Reimbursement Obligation
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), all outstanding Loans and Reimbursement Obligations (whether or not
overdue) shall bear interest at a rate per annum equal to (x) in the case of the
Loans, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this Section plus 2% per annum or
(y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans
under the US$ Revolving Facility plus 2% per annum,
and (ii) if all or a portion of any interest payable on any Loan or
Reimbursement Obligation or any commitment fee or other amount payable hereunder
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate then applicable to ABR Loans under the relevant Facility (or, in the
case of the Multicurrency Revolving Facility, the rate then applicable to the
Eurocurrency Loans), plus 2% per annum
(or, in the case of any such other amounts that do not relate to a particular
Facility, the rate then applicable to ABR Loans under the US$ Revolving Facility
plus 2% per
annum), in each case, with respect to clauses (i) and (ii) above, from the date
of such non-payment until such amount is paid in full (as well after as before
judgment).

       

      (d) If and so
long as any Lender is required to make special deposits to maintain reserve
asset ratios or to pay fees, in each case in respect of such Lender’s
Eurocurrency Loans in any currency other than Dollars in accordance with the
requirements of the Bank of England or the European Central Bank and/or the
Financial Services Authority (or, in either case, any authority which replaces
all or any of its functions), the Administrative Agent may require the Parent
Borrower to pay, for the account of such Lender, contemporaneously with each
payment of interest on each of such Loans, additional interest on such Loan at a
rate per annum equal to the Mandatory Costs as may be applicable thereto and
calculated in accordance with the formula and in the manner set forth in Schedule 1.1B
hereto.

       

      (e) If and so
long as any Lender is required to comply with reserve assets, liquidity, cash
margin or other requirements of any monetary or other authority (including any
such requirement imposed by the European Central Banks but excluding
requirements reflected in the Eurocurrency Reserve Requirements or the Mandatory
Costs) in respect of any of such Lender’s Eurocurrency Loans in 

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

       

      any
currency other than Dollars, such Lender may require the Parent Borrower to pay,
contemporaneously with each payment of interest on each of such Loans subject to
such requirements, additional interest on such Loan at a rate per annum
specified by such Lender to be the cost to such Lender of complying with such
requirements in relation to such Loan.

       

      (f) Any
additional interest owed pursuant to paragraph (d) or (e) above shall be
determined by the Administrative Agent and notified to the Parent Borrower in
the form of a certificate setting forth such additional interest at least five
Business Days before each date on which interest is payable for the relevant
Loan, and such additional interest so notified to the Parent Borrower by the
Administrative Agent shall be payable to the Administrative Agent for the
account of the respective Lender on each date on which interest is payable for
such Loan.

       

      (g) Interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section shall be payable
from time to time on demand.

       

      2.15 Computation of Interest and
Fees.  (a)  Interest
and fees payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed, except that, with respect to ABR Loans the
rate of interest on which is calculated on the basis of the Prime Rate and Loans
denominated in Sterling, the interest thereon shall be calculated on the basis
of a 365- (or 366-, as the case may be) day year for the actual days
elapsed.  The Administrative Agent shall as soon as practicable notify
the Parent Borrower and the relevant Lenders of each determination of a
Eurocurrency Rate.  Any change in the interest rate on a Loan
resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective.  The Administrative Agent shall as soon as
practicable notify the Parent Borrower and the relevant Lenders of the effective
date and the amount of each such change in interest rate.

       

      (b) Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrowers and
the Lenders in the absence of manifest error.

       

      2.16 Inability to Determine
Interest Rate.  If
prior to the first day of any Interest Period:

       

      (a)   the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrowers) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurocurrency Rate for such Interest Period, or

       

      (b)    the
Administrative Agent shall have received notice from the Majority Facility
Lenders in respect of the relevant Facility that the Eurocurrency Rate
determined or to be determined for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (as conclusively certified by such
Lenders) of making or maintaining their affected Loans during such Interest
Period,

       

      the
Administrative Agent shall give telecopy or telephonic notice thereof to the
relevant Borrower and the relevant Lenders as soon as practicable
thereafter.  If such notice is given (w) any Dollar Eurocurrency Loans
under the relevant Facility requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (x) any ABR Loans under the
relevant Facility that were to have been converted on the first day of such
Interest Period to Eurocurrency Loans shall be continued as ABR Loans, (y) any
outstanding Dollar Eurocurrency Loans under the relevant Facility shall be
converted, on the last day of the then-current Interest Period, to ABR Loans and
(z) any affected Eurocurrency Loans denominated in 

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

      an
Alternative Currency shall automatically commence bearing interest at the Cost
of Funds Rate plus the Applicable Margin.  Until such notice has been
withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans
under any affected Facility shall be made or continued as such, nor shall the
Parent Borrower have the right to convert Loans under any such Facility to
Dollar Eurocurrency Loans.

       

      2.17 Pro Rata Treatment and
Payments.  (a)  Each
borrowing by any Borrower from the Lenders hereunder, each payment by any
Borrower on account of any facility fee and any reduction of the Revolving
Commitments of the Lenders shall be made pro rata according to the
respective US$ Revolving Percentages or Multicurrency Revolving Percentages, as
the case may be, of the relevant Lenders.

       

      (b) Each
payment (including any prepayment) by any Borrower on account of principal of
the Term Loans under a particular Facility shall be made pro rata according to
the respective outstanding principal amounts of the Term Loans then held by the
Term Lenders under such Facility.  Amounts repaid or prepaid on
account of the Term Loans may not be reborrowed.

       

      (c) Each
payment by any Borrower on account of principal of and interest on the Revolving
Loans under a particular Facility shall be made pro rata according to the
respective outstanding principal amounts of the Revolving Loans then held by the
Revolving Lenders under such Facility.

       

      (d) All
payments (including prepayments) to be made by any Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without
setoff or counterclaim and shall be made prior to 12:00 Noon, Local Time, on the
due date thereof to the Administrative Agent, for the account of the Lenders, at
the Funding Office, in Dollars or the relevant Alternative Currency and in
immediately available funds.  The Administrative Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as
received.  If any payment hereunder (other than payments on the
Eurocurrency Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business
Day.  If any payment on a Eurocurrency Loan becomes due and payable on
a day other than a Business Day, the maturity thereof shall be extended to the
next succeeding Business Day unless the result of such extension would be to
extend such payment into another calendar month, in which event such payment
shall be made on the immediately preceding Business Day.  In the case
of any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

       

      (e) Unless the
Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its
share of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender is making such amount available
to the Administrative Agent, and the Administrative Agent may, in reliance upon
such assumption, make available to the relevant Borrower a corresponding
amount.  If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon, at a
rate equal to the rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation (or, in the case of
Dollar-denominated Loans, if greater, the Federal Funds Effective Rate), for the
period until such Lender makes such amount immediately available to the
Administrative Agent.  A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this paragraph
shall be conclusive in the absence of manifest error.  If such
Lender’s share of such borrowing is not made available to the Administrative
Agent by such Lender within three Business Days after such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest
thereon at the rate per annum applicable to ABR Loans (or, in the case of
Alternative Currency Loans, the relevant rate applicable thereto) under the
relevant Facility, on demand, from the relevant Borrower.

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

       

      (f) Unless the
Administrative Agent shall have been notified in writing by the relevant
Borrower prior to the date of any payment due to be made by the relevant
Borrower hereunder that the relevant Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that such Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders their
respective pro
rata shares of
a corresponding amount.  If such payment is not made to the
Administrative Agent by the relevant Borrower within three Business Days after
such due date, the Administrative Agent shall be entitled to recover, on demand,
from each Lender to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum
equal to the daily average Federal Funds Effective Rate (or, in the case of
Alternative Currency Loans, the Cost of Funds Rate).  Nothing in this
Section 2.17(f) shall be deemed to limit the rights of the Administrative Agent
or any Lender against the Borrowers.

       

      2.18 Requirements of
Law.  (a)  If
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the date hereof (but excluding any
expected adoption or change in any Requirement of Law reasonably contemplated by
an Lender, Participant or Assignee, based upon the conditions applicable on the
Closing Date (in the case of the initial Lenders) or on the date such
Participant or Assignee first acquires rights under this
Agreement):

       

      (i) shall
subject any Lender to any new tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any Application or any Eurocurrency Loan made
by it, or change the basis of taxation of payments to such Lender in respect
thereof (except for Non-Excluded Taxes covered by Section 2.19 and changes in
the rate of tax on the overall net income of such Lender);

       

      (ii) shall
impose, modify or hold applicable any new reserve, special deposit, compulsory
loan or similar requirement against assets held by, deposits or other
liabilities in or for the account of, advances, loans or other extensions of
credit by, or any other acquisition of funds by, any office of such Lender that
is not otherwise included in the determination of the Eurocurrency Rate or
otherwise assessed pursuant to Section 2.14(d) or Section 2.14(e);
or

       

      (iii) shall
impose on such Lender any other new condition;

       

      and the
result of any of the foregoing is to increase the cost to such Lender, by an
amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurocurrency Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the relevant Borrower shall promptly pay such
Lender, upon its written demand, any additional amounts necessary to compensate
such Lender for such increased cost or reduced amount receivable.  If
any Lender becomes entitled to claim any additional amounts pursuant to this
paragraph, it shall promptly certify in writing to the relevant Borrower (with a
copy to the Administrative Agent) of the event by reason of which it has become
so entitled.

       

      (b) If any
Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) from any Governmental Authority made subsequent to
the date hereof shall have the effect of reducing the rate of return on such
Lender’s or such corporation’s capital as a consequence of its obligations
hereunder or under or in respect of any 

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

       

      Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender’s or such corporation’s policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Parent Borrower (with a copy to the
Administrative Agent) of a written certification therefor, the Parent Borrower
shall pay to such Lender such additional amount or amounts as will compensate
such Lender or such corporation for such reduction.

       

      (c) A
certificate as to any additional amounts payable pursuant to this Section
submitted by any Lender to the relevant Borrower (with a copy to the
Administrative Agent) shall be presumed correct, subject to evidence to the
contrary.  Notwithstanding anything to the contrary in this Section,
no Borrower shall be required to compensate a Lender pursuant to this Section
for any amounts incurred more than six months prior to the date that such Lender
notifies the relevant Borrower of such Lender’s intention to claim compensation
therefor; provided that, if the
circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive
effect.  The obligations of the Borrowers pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

       

      2.19 Taxes.  (a)  All
payments made by the Borrowers under this Agreement shall be made free and clear
of, and without deduction or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding net income taxes
and franchise taxes (imposed in lieu of net income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former connection
between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
the Administrative Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or any
other Loan Document).  If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”)
or Other Taxes are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the
Borrowers shall not be required to increase any such amounts payable to the
Administrative Agent or any Lender with respect to any Non-Excluded Taxes (i)
that are attributable to the Administrative Agent’s or such Lender’s failure to
comply with the requirements of paragraphs (d), (e) or (f) of this Section or
(ii) that are United States withholding taxes imposed on amounts payable to the
Administrative Agent or such Lender at the time the Administrative Agent or such
Lender becomes a party to this Agreement (for the avoidance of doubt, including
United States withholding taxes imposed under Sections 871(a) or 881(a) of the
Code with respect to any fees payable under this Agreement), except to the
extent that the Administrative Agent’s or such Lender’s assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
relevant Borrower with respect to such Non-Excluded Taxes pursuant to this
paragraph.

       

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

       

      (c) Whenever
any Non-Excluded Taxes or Other Taxes are payable by any Borrower, as promptly
as possible thereafter such Borrower shall send to the Administrative Agent for
its own account or for the account of the relevant Lender, as the case may be, a
certified copy of an original official receipt received by such Borrower or
other evidence reasonably satisfactory to the Administrative Agent showing
payment thereof.  If any Borrower fails to pay any Non-Excluded Taxes
or Other Taxes when 

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

       

      due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, such Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result of any such failure; provided, however, that such
indemnity shall not apply with respect to interest on penalties attributable to
the failure of the Administrative Agent or any Lender to timely notify such
Borrower of the incurrence of any such taxes.

       

      (d) Each
Lender (or Transferee) or the Administrative Agent that is not a “United States
Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”)
shall deliver to the Parent Borrower and (in the case of a Lender) the
Administrative Agent (or, in the case of a Participant, to the Lender from which
the related participation shall have been purchased) two copies of either U.S.
Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a
Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest”, a statement substantially in the form of Exhibit D and a Form W-8BEN,
or any subsequent versions thereof or successors thereto, properly completed and
duly executed by such Non-U.S. Lender claiming complete exemption from, or a
reduced rate of, U.S. federal withholding tax on all payments by the Parent
Borrower under this Agreement and the other Loan Documents.  Such
forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related
participation).  In addition, each Non-U.S. Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall
promptly notify the Parent Borrower at any time it determines that it is no
longer in a position to provide any previously delivered certificate to the
Parent Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose).  Notwithstanding any other provision of
this paragraph, a Non-U.S. Lender shall not be required to deliver any form
pursuant to this paragraph that such Non-U.S. Lender is not legally able to
deliver.

       

      (e) A Lender
or the Administrative Agent that is entitled to an exemption from or reduction
in the rate of withholding or deduction of any non-U.S. Non-Excluded Taxes under
the law of the jurisdiction imposing such non-U.S. Non-Excluded Taxes, or under
any treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to such Borrower (with a copy to the Administrative
Agent, in the case of a Lender), at the time or times prescribed by applicable
law or reasonably requested by such Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or deduction, or at a reduced rate thereof, provided that such
Lender or Administrative Agent is legally entitled to complete, execute and
deliver such documentation and in such Lender’s or Administrative Agent’s sole
judgment, exercised in good faith, such completion, execution or submission
would not materially prejudice the legal position of such Lender.

       

      (f) Any Lender
or Administrative Agent that is a United States person, as defined in Section
7701(a)(30) of the Code, and is not an exempt recipient within the meaning of
Treasury Regulations Section 1.6049-4(c) shall deliver to the Borrower (with a
copy to the Administrative Agent, in case of a Lender) two properly completed
and duly executed copies of Internal Revenue Service Form W-9, or any successor
form.

       

      (g) If the
Administrative Agent or any Lender determines, in its sole discretion, exercised
in good faith, that it has received a refund or credit of any Non-Excluded Taxes
or Other Taxes as to which it has been indemnified by any Borrower or with
respect to which such Borrower has paid additional amounts pursuant to this
Section 2.19, it shall promptly pay over such refund or the amount of such
credit to such Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 2.19 with respect
to the Non-Excluded Taxes or Other Taxes 

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

       

      giving
rise to such refund or credit), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund
or credit); provided, that such
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to such  Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund or the amount of such credit to
such Governmental Authority.  This paragraph shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
any Borrower or any other Person.

       

      (h) The
agreements in this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

       

      2.20 Indemnity.  Each
Borrower agrees to indemnify each Lender for, and to hold each Lender harmless
from, any loss or expense that such Lender may sustain or incur as a consequence
of (a) default by such Borrower in making a borrowing of, conversion into
or continuation of Eurocurrency Loans after such Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by such Borrower in making any prepayment of or conversion from
Eurocurrency Loans after such Borrower has given a notice thereof in accordance
with the provisions of this Agreement (unless such notice shall have been
revoked in accordance with the provisions of this Agreement) or (c) the making
of a prepayment of Eurocurrency Loans on a day that is not the last day of an
Interest Period with respect to the relevant Eurocurrency Loans.  Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest that would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment, creation or of such failure to borrow, convert or continue to the
last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included therein,
if any) over (ii) the amount of interest (as reasonably determined by such
Lender) that would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the relevant
interbank eurocurrency market.  A certificate as to any amounts
payable pursuant to this Section submitted to the relevant Borrower by any
Lender shall be conclusive in the absence of manifest error.  This
covenant shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

       

      2.21 Change of Lending
Office.  Each
Lender agrees that, upon the occurrence of any event giving rise to the
operation of Section 2.18 or 2.19(a) with respect to such Lender, it will, if
requested by the Parent Borrower, use reasonable efforts to designate another
lending office for any Loans affected by such event with the object of avoiding
the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender exercised
in good faith, cause such Lender and its lending office(s) to suffer no material
economic, legal or regulatory disadvantage, and provided, further, that nothing
in this Section shall affect or postpone any of the obligations of any Borrower
or the rights of any Lender pursuant to Section 2.18 or 2.19(a).

       

      2.22 Replacement of
Lenders.  The
Parent Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.18 or 2.19(a), (b)
defaults in its obligation to make Loans hereunder or (c) is a Specified
Multicurrency Revolving Lender (but, in the case of this clause (c), only as to
its rights and obligations under the Multicurrency Revolving Facility), with a
replacement financial institution; provided that (i)
such replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) in the case of clause (a) above, prior to any such replacement, such
Lender shall 

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

       

      have taken
no action under Section 2.21 so as to eliminate the continued need for payment
of amounts owing pursuant to Section 2.18 or 2.19(a), (iv) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement (limited to Loans
and other amounts under the Multicurrency Revolving Facility in the case of
clause (c) above), (v) the relevant Borrowers shall be liable to such replaced
Lender under Section 2.20 if any Eurocurrency Loan owing to such replaced Lender
shall be purchased other than on the last day of the Interest Period relating
thereto, (vi) the replacement financial institution, if not already a Lender,
shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced
Lender shall be obligated to make such replacement in accordance with the
provisions of Section 10.6 (provided that the Parent Borrower shall be obligated
to pay the registration and processing fee referred to in Section
10.6(b)(ii)(B)), (viii) in the case of clause (a) above, until such time as such
replacement shall be consummated, the Borrowers shall pay all additional amounts
(if any) required pursuant to Section 2.18 or 2.19(a), as the case may be, and
(ix) any such replacement shall not be deemed to be a waiver of any rights
that the Borrowers, the Administrative Agent or any other Lender shall have
against the replaced Lender.

       

      2.23 Additional Foreign
Subsidiary Borrowers.  The
Parent Borrower may at any time, with the prior consent of the Administrative
Agent (such consent not to be unreasonably withheld or delayed), add as a party
to this Agreement any Foreign Subsidiary to be a Foreign Subsidiary Borrower
upon satisfaction of the conditions specified in Section 5.3, in which case such
Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary
Borrower as fully as if it had executed and delivered this
Agreement.  The Administrative Agent shall notify the Multicurrency
Revolving Lenders at least 5 Business Days prior to granting such consent, and
shall withhold such consent if any such Lender (a “Specified Multicurrency
Revolving Lender”) notifies the Administrative Agent within 5 Business
Days that it is not permitted by applicable Requirements of Law to make Loans to
the relevant Foreign Subsidiary.  So long as the principal of and
interest on any Loans made to any Foreign Subsidiary Borrower under this
Agreement shall have been paid in full and all other obligations of such Foreign
Subsidiary Borrower under this Agreement shall have been fully performed, the
Parent Borrower may, by not less than three Business Days’ prior notice to the
Administrative Agent (which shall promptly notify the relevant Lenders thereof),
terminate such Subsidiary’s status as a “Foreign Subsidiary
Borrower”.

       

      2.24 Incremental Credit
Extensions.  (a)    The
Parent Borrower may at any time or from time to time after the Closing Date, by
notice to the Administrative Agent (whereupon the Administrative Agent shall
promptly deliver a copy to each of the Lenders), request (a) one or more
additional tranches of term loans (the “Incremental Term
Loans”), (b) one or more increases in the amount of the US$ Revolving
Commitments (each such increase, a “US$ Revolving Commitment
Increase”) or (c) one or more increases in the amount of the
Multicurrency Revolving Commitments (each such increase, a “Multicurrency Revolving
Commitment Increase”), provided that
(i) both at the time
of any such request and after giving effect to the effectiveness of any
Incremental Amendment referred to below (including, in the case of any
Incremental Term Loan, after giving effect thereto), no Default or Event of
Default shall exist and (ii) the Parent Borrower shall be in compliance with the
covenants set forth in Section 7.1 determined on a pro forma basis as of the last
day of the most recent fiscal quarter for which financial statements have been
delivered hereunder, in each case, as if such Incremental Term Loans, US$
Revolving Commitment Increases or Multicurrency Revolving Commitment Increases,
as applicable, had been outstanding on the last day of such fiscal quarter for
testing compliance therewith and after giving effect to the intended use of
proceeds thereof.  Each tranche of Incremental Term Loans, each US$
Revolving Commitment Increase and each Multicurrency Revolving Commitment
Increase shall be in an aggregate principal amount that is not less than
$50,000,000 (provided that such
amount may be less than $50,000,000 if (x) such amount represents all remaining
availability under the limit set forth in the next sentence or (y) if otherwise
agreed to by the Administrative Agent).  Notwithstanding anything to
the contrary herein, the aggregate amount of the Incremental Term Loans, the US$
Revolving Commitment Increases and the Multicurrency Revolving 

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

       

      Commitment
Increases shall not exceed $350,000,000.  The Incremental Term Loans
shall rank pari
passu in right
of payment with the Revolving Loans and the US$ Term Loans.  Each
notice (each, an “Incremental Facility
Activation Notice”) from the Parent Borrower pursuant to this Section
2.24, which shall be in form reasonably satisfactory to the Administrative
Agent, shall set forth the requested amount and proposed terms of the relevant
Incremental Term Loans, US$ Revolving Commitment Increases or Multicurrency
Revolving Commitment Increases, including, in the case of Incremental Term
Loans, (i) the applicable Incremental Term Maturity Date, (ii) the
amortization schedule, if any, for such Incremental Term Loans, (iii) the
Applicable Margin for such Incremental Term Loans and (iv) the proposed original
issue discount applicable to such Incremental Term Loans, if
any.  Incremental Term Loans may be made, and US$ Revolving Commitment
Increases or Multicurrency Revolving Commitment Increases may be provided, by
any existing Lender or by any other bank or other financial institution (any
such other bank or other financial institution being called an “Additional Lender”),
provided that
the Administrative Agent shall have consented (such consent not to be
unreasonably withheld, delayed or conditioned) to such Lender’s or Additional
Lender’s making such Incremental Term Loans or providing such US$ Revolving
Commitment Increases or Multicurrency Revolving Commitment Increases if such
consent would be required under Section 10.6 for an assignment of Loans or
Commitments, as applicable, to such Lender or Additional
Lender.  Commitments in respect of Incremental Term Loans, US$
Revolving Commitment Increases and Multicurrency Revolving Commitment Increases
shall become Commitments (or in the case of a US$ Revolving Commitment Increase
or a Multicurrency Revolving Commitment Increase to be provided by an existing
Lender with a US$ Revolving Commitment or a Multicurrency Revolving Commitment,
as applicable, an increase in such Lender’s applicable US$ Revolving Commitment
or Multicurrency Revolving Commitment, as applicable) under this Agreement
pursuant to an amendment (an “Incremental
Amendment”) to this Agreement and, as appropriate, the other Loan
Documents, executed (in the case of such amendment to this Agreement) by the
Parent Borrower, each Lender agreeing to provide such Commitment, if any, each
Additional Lender, if any, and the Administrative Agent.  Any
Incremental Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent and the
Parent Borrower, to effect the provisions of this Section.  The
effectiveness of any Incremental Amendment shall be subject to the (i) execution
of a New Lender Supplement by each Lender not previously party to this
Agreement, and (ii) satisfaction on the date thereof (each, an “Incremental Facility Closing
Date”) of each of the conditions set forth in Section 5.2 and, if
applicable Section 5.3 (it being understood that all references to “the date of
such extension of credit” or similar language in such Section 5.2 and, if
applicable, Section 5.3, shall be deemed to refer to the effective date of such
Incremental Amendment) and such other conditions as the parties thereto shall
agree.  The Parent Borrower may use the proceeds of the Incremental
Term Loans, US$ Revolving Commitment Increases and Multicurrency Revolving
Commitment Increases for any purpose not prohibited by this
Agreement.  No Lender shall be obligated to provide any Incremental
Term Loans, US$ Revolving Commitment Increases or Multicurrency Revolving
Commitment Increases, unless it so agrees.  Upon each increase in the
US$ Revolving Commitments or the Multicurrency Revolving Commitments, if any,
pursuant to this Section, (a) each Lender with a US$ Revolving Commitment
immediately prior to such increase will automatically and without further act be
deemed to have assigned to each Lender providing a portion of the US$ Revolving
Commitment Increase (each a “US$ Revolving Commitment
Increase Lender”) in respect of such increase, and each such US$
Revolving Commitment Increase Lender will automatically and without further act
be deemed to have assumed, a portion of such Lender’s participations hereunder
in outstanding Letters of Credit and Swingline Loans such that, after giving
effect to each such deemed assignment and assumption of participations, the
percentage of the aggregate outstanding participations hereunder in Letters of
Credit held by each Lender with a US$ Revolving Commitment (including each such
US$ Revolving Commitment Increase Lender) will equal the percentage of the
aggregate US$ Revolving Commitments of all Lenders with US$ Revolving
Commitments represented by such Lender’s US$ Revolving Commitment and (b) if, on
the date of such increase, there are any US$ Revolving Loans or 

       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

       

      Multicurrency
Revolving Loans outstanding, such US$ Revolving Loans or Multicurrency Revolving
Loans, as applicable, shall on or prior to the effectiveness of such US$
Revolving Commitment Increase or Multicurrency Revolving Commitment Increase, as
applicable, be prepaid from the proceeds of additional US$ Revolving Loans or
Multicurrency Revolving Loans, as applicable, made hereunder (reflecting such
increase in US$ Revolving Commitments or Multicurrency Revolving Commitments, as
applicable), which prepayment shall be accompanied by accrued interest on the
US$ Revolving Loans or Multicurrency Revolving Loans, as applicable, being
prepaid and any costs incurred by any Lender in accordance with Section
2.20.  The Administrative Agent and the Lenders hereby agree that the
minimum borrowing, pro rata borrowing and
pro rata payment
requirements contained elsewhere in this Agreement shall not apply to the
transactions effected pursuant to the immediately preceding
sentence.

       

      (b)            This
Section 2.24 shall supersede any provisions in Section 10.1 to the
contrary.

       

      SECTION
3.    LETTERS OF CREDIT

       

      3.1 L/C
Commitment.  (a)  As
of the Closing Date, the letters of credit listed on Schedule 3.1 shall be
deemed to have been issued hereunder and be deemed to be Letters of Credit for
all purposes hereunder.  Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other US$ Revolving
Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”)
for the account of the Parent Borrower or, subject to Section 3.2, any
Subsidiary on any Business Day during the Revolving Commitment Period in such
form as may be approved from time to time by the Issuing Lender; provided that the
Issuing Lender shall have no obligation to issue any Letter of Credit if, after
giving effect to such issuance, (i) the Dollar Equivalent of the L/C Obligations
(as determined by the Administrative Agent) would exceed the L/C Commitment or
(ii) the aggregate amount of the Available US$ Revolving Commitments would be
less than zero.  Each Letter of Credit shall (i) provide for payment
of drawings in Dollars or in a foreign currency reasonably acceptable to the
Administrative Agent, and (ii) expire no later than the earlier of (x) the first
anniversary of its date of issuance, or such longer annual periods as the
Issuing Lender may agree, and (y) the date that is five Business Days prior to
the Revolving Termination Date, provided that any
Letter of Credit with a term described in clause (x) above may provide for the
renewal thereof for additional annual periods (which shall in no event extend
beyond the date referred to in clause (y) above).

       

      (b) The
Issuing Lender shall not at any time be obligated to issue any Letter of Credit
if such issuance would conflict with, or cause the Issuing Lender or any L/C
Participant to exceed any limits imposed by, any applicable Requirement of
Law.

       

      3.2 Procedure for Issuance of
Letter of Credit.  The
Parent Borrower may from time to time request that the Issuing Lender issue a
Letter of Credit by delivering to the Issuing Lender at its address for notices
specified herein an Application therefor, completed to the satisfaction of the
Issuing Lender, and such other certificates, documents and other papers and
information as the Issuing Lender may request.  Upon receipt of any
Application, the Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by the Issuing Lender and the Parent
Borrower.  The Issuing Lender shall furnish a copy of such Letter of
Credit to the Parent Borrower promptly following the issuance
thereof.  The Issuing Lender shall promptly furnish to the
Administrative Agent, which shall in turn promptly furnish to the Lenders,
notice of the issuance of each Letter of Credit (including the amount
thereof).  Any Subsidiary of the Parent Borrower may request the
issuance of a Letter of Credit 

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

       

      on the
same terms as the Parent Borrower is entitled to do so, in which case the Parent
Borrower shall be unconditionally liable in respect thereof in accordance with
the provisions of this Section 3 whether or not the Parent Borrower authorized
such Subsidiary to request such Letter of Credit.

       

      3.3 Fees and Other
Charges.  (a)  The
Parent Borrower will pay a fee on all outstanding Letters of Credit at a per
annum rate equal to the Applicable Margin then in effect with respect to
Eurocurrency Loans under the US$ Revolving Facility, shared ratably among the
US$ Revolving Lenders and payable quarterly in arrears on each Fee Payment Date
after the issuance date.  In addition, the Parent Borrower shall pay
to the Issuing Lender for its own account a fronting fee of 0.125% per annum on
the undrawn and unexpired amount of each Letter of Credit, payable quarterly in
arrears on each Fee Payment Date after the issuance date.

       

      (b) In
addition to the foregoing fees, the Parent Borrower shall pay or reimburse the
Issuing Lender for such normal and customary costs and expenses as are incurred
or charged by the Issuing Lender in issuing, negotiating, effecting payment
under, amending or otherwise administering any Letter of Credit.

       

      (c) Notwithstanding
anything to the contrary contained in this Agreement, for purposes of
calculating any fees payable on any Letter of Credit denominated in a foreign
currency in respect of any Business Day, the Administrative Agent shall convert
the amount available to be drawn under any Letter of Credit denominated in
foreign currency into an amount of Dollars based upon the relevant Exchange Rate
in effect for such day.  The Issuing Lender agrees to notify the
Administrative Agent of the average daily outstanding amount of any Letter of
Credit denominated in a foreign currency for any period in respect of which fees
are payable and, upon request by the Administrative Agent, for any other date or
period.  For all purposes of this Agreement, determinations by the
Administrative Agent of the Dollar Equivalent of any amount expressed in a
foreign currency shall be made on the basis of Exchange Rates reset monthly (or
on such other periodic basis as shall be selected by the Administrative Agent in
its sole discretion) and shall in each case be conclusive absent manifest
error.

       

      3.4 L/C
Participations.  (a)  The
Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce the Issuing Lender to issue Letters of Credit, each
L/C Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions set forth below,
for such L/C Participant’s own account and risk an undivided interest equal to
such L/C Participant’s US$ Revolving Percentage in the Issuing Lender’s
obligations and rights under and in respect of each Letter of Credit and the
amount of each draft paid by the Issuing Lender thereunder.  Each L/C
Participant agrees with the Issuing Lender that, if a draft is paid under any
Letter of Credit for which the Issuing Lender is not reimbursed in full by the
Parent Borrower in accordance with the terms of this Agreement, such L/C
Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s
address for notices specified herein an amount equal to such L/C Participant’s
US$ Revolving Percentage of the amount of such draft, or any part thereof, that
is not so reimbursed (which obligations shall be expressed in Dollars at the
Exchange Rate on the date of payment by the Issuing Lender of such draft under
any Letter of Credit).  Each L/C Participant’s obligation to pay such
amount shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such L/C Participant may have against the Issuing Lender, the
Parent Borrower or any other Person for any reason whatsoever, (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to
satisfy any of the other conditions specified in Section 5, (iii) any adverse
change in the condition (financial or otherwise) of the Parent Borrower, (iv)
any breach of this Agreement or any other Loan Document by the Parent Borrower,
any other Borrower or any other L/C Participant or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the
foregoing.

       

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

       

      (b) If any
amount required to be paid by any L/C Participant to the Issuing Lender pursuant
to Section 3.4(a) in respect of any unreimbursed portion of any payment made by
the Issuing Lender under any Letter of Credit is paid to the Issuing Lender
within three Business Days after the date such payment is due (which shall be on
the date of demand by the relevant Issuing Bank so long as such demand is made
on or before 3:00 P.M. New York City time, otherwise on the next Business Day),
such L/C Participant shall pay to the Issuing Lender on demand an amount equal
to the product of (i) such amount, times (ii) the daily average Federal Funds
Effective Rate during the period from and including the date such payment is
required to the date on which such payment is immediately available to the
Issuing Lender, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is
360.  If any such amount required to be paid by any L/C Participant
pursuant to Section 3.4(a) is not made available to the Issuing Lender by such
L/C Participant within three Business Days after the date such payment is due,
the Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to ABR Loans under the US$ Revolving
Facility.  A certificate of the Issuing Lender submitted to any L/C
Participant with respect to any amounts owing under this Section shall be
conclusive in the absence of manifest error.

       

      (c) Whenever,
at any time after the Issuing Lender has made payment under any Letter of Credit
and has received from any L/C Participant its pro rata share of such
payment in accordance with Section 3.4(a), the Issuing Lender receives any
payment related to such Letter of Credit (whether directly from the Parent
Borrower or otherwise, including proceeds of collateral applied thereto by the
Issuing Lender), or any payment of interest on account thereof, the Issuing
Lender will distribute to such L/C Participant its pro rata share thereof;
provided, however, that in the
event that any such payment received by the Issuing Lender shall be required to
be returned by the Issuing Lender, such L/C Participant shall return to the
Issuing Lender the portion thereof previously distributed by the Issuing Lender
to it.

       

      3.5 Reimbursement Obligation of
the Parent Borrower .  (a)
If any draft is paid under any Letter of Credit, the Parent Borrower shall
reimburse the Issuing Lender for the amount of (x) the draft so paid and (y) any
taxes, fees, charges or other costs or expenses incurred by the Issuing Lender
in connection with such payment, not later than 12:00 Noon, Local Time, on (i)
the Business Day that the Parent Borrower receives notice of such draft, if such
notice is received on such day prior to 10:00 A.M., Local Time, or (ii) if
clause (i) above does not apply, the Business Day immediately following the day
that the Parent Borrower receives such notice.  Each such payment
shall be made to the Issuing Lender at its address for notices referred to
herein in Dollars and in immediately available funds.  Interest shall
be payable on any such amounts from the date on which the relevant draft is paid
until payment in full at the rate set forth in (x), in the case of
Dollar-denominated Letters of Credit (1) until the Business Day next succeeding
the date of the relevant notice, Section 2.14(b) and (2) thereafter, Section
2.14(c) and (y) in the case of foreign currency-denominated Letters of Credit,
the rate which would reasonably and customarily be charged by the Issuing Lender
on outstanding loans denominated in the relevant foreign currency plus, from and
after the Business Day next succeeding the date of the relevant notice,
2%.

       

      (b) Notwithstanding
anything to the contrary contained in this Section 3, prior to demanding any
reimbursement from any L/C Participant in respect of any Letter of Credit
denominated in a foreign currency, the Issuing Lender shall convert the amount
of the Parent Borrower’s obligation under Section 3.5 to reimburse the Issuing
Lender in such foreign currency into an obligation to reimburse the Issuing
Lender (and, in turn, the L/C Participants) in Dollars.  The amount of
any such converted obligation shall be computed based upon the relevant Exchange
Rate (as quoted by the Administrative Agent to the Issuing Lender) in effect for
the day on which such conversion occurs.

       

      3.6 Obligations
Absolute.  The
Parent Borrower’s obligations under this Section 3 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,


       

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

       

      counterclaim
or defense to payment that the Parent Borrower may have or have had against the
Issuing Lender, any beneficiary of a Letter of Credit or any other
Person.  The Parent Borrower also agrees with the Issuing Lender that
the Issuing Lender shall not be responsible for, and the Parent Borrower’s
Reimbursement Obligations under Section 3.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Parent Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Parent Borrower
against any beneficiary of such Letter of Credit or any such
transferee.  The Issuing Lender shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of Credit,
except for errors or omissions found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of the Issuing Lender.  The Parent Borrower agrees
that any action taken or omitted by the Issuing Lender under or in connection
with any Letter of Credit or the related drafts or documents, if done in the
absence of gross negligence or willful misconduct, shall be binding on the
Parent Borrower and shall not result in any liability of the Issuing Lender to
the Parent Borrower.

       

      3.7 Letter of Credit
Payments.  If
any draft shall be presented for payment under any Letter of Credit, the Issuing
Lender shall promptly notify the Parent Borrower of the date and amount
thereof.  The responsibility of the Issuing Lender to the Parent
Borrower in connection with any draft presented for payment under any Letter of
Credit shall, in addition to any payment obligation expressly provided for in
such Letter of Credit, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such
presentment are substantially in conformity with such Letter of
Credit.

       

      3.8 Applications.  To
the extent that any provision of any Application related to any Letter of Credit
is inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall apply.

       

      SECTION
4.    REPRESENTATIONS AND WARRANTIES

       

      To induce
the Administrative Agent and the Lenders to enter into this Agreement and to
make the Loans and issue or participate in the Letters of Credit, the Parent
Borrower hereby represents and warrants on behalf of itself and its Subsidiaries
to the Administrative Agent and each Lender that:

       

      4.1 Financial
Condition.  The
audited consolidated balance sheets of the Parent Borrower as at December 31,
2006 and December 31, 2007, and the related consolidated statements of income
and of cash flows for the years ended December 31, 2006 and December 31, 2007,
accompanied by an unqualified report from PricewaterhouseCoopers LLP, fairly
present the consolidated financial condition of the Parent Borrower, as at such
dates, and the consolidated results of its operations and its consolidated cash
flows for the respective periods then ended.  The unaudited
consolidated balance sheet of the Parent Borrower as at March 31, 2008, and the
related unaudited consolidated statements of income and cash flows for the
three-month period ended on such date, present fairly the consolidated financial
condition of the Parent Borrower, as at such date, and the consolidated results
of its operations and its consolidated cash flows for the three-month period
then ended (subject to normal year-end audit adjustments).  All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein), subject, in the case of the quarterly financial
statements referred to in the preceding sentence, to the normal year-end audit
adjustments and the absence of footnotes.

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

       

      4.2 No Change.  Since
December 31, 2007 there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect.

       

      4.3 Existence; Compliance with
Law.  (a)  The
Parent Borrower (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (iii) is duly qualified as a foreign corporation or other
organization and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (iv) is in compliance with all Requirements of
Law, except to the extent that the failure to comply with clauses (iii) and (iv)
above could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

       

      (b) Each Group
Member (other than the Parent Borrower) (i) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization,
(ii) has the power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (iii) is duly qualified as a foreign
corporation or other organization and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification and (iv) is in compliance with all
Requirements of Law, except to the extent that the failure to comply with
clauses (i) through (iv) above could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

       

      4.4 Power; Authorization;
Enforceable Obligations.  Each
Borrower has the power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and to obtain extensions of
credit hereunder.  Each Borrower has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and to authorize the extensions of
credit on the terms and conditions of this Agreement.  No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority is required in connection with the extensions of credit
hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except consents,
authorizations, filings and notices described in Schedule 4.4, which consents,
authorizations, filings and notices have been obtained or made and are in full
force and effect.  Each Loan Document has been duly executed and
delivered on behalf of each Borrower party thereto.  This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Borrower party thereto, enforceable
against each such Borrower in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

       

      4.5 No Legal
Bar.  The
execution, delivery and performance of this Agreement and the other Loan
Documents, the issuance of Letters of Credit, the borrowings hereunder and the
use of the proceeds thereof will not violate any Requirement of Law or any
Contractual Obligation of any Group Member, except to the extent that any such
violation could not reasonably be expected to have a Material Adverse Effect,
and will not result in, or require, the creation or imposition of any Lien on
any of their respective properties or revenues pursuant to any Requirement of
Law or any such Contractual Obligation.

       

      4.6 Litigation.  Except
as otherwise disclosed on Schedule 4.6, no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Parent Borrower, threatened by or against any Group
Member or against any of their respective properties or revenues (a) with
respect to any of the Loan Documents or any of the transactions 

       

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

       

      contemplated
hereby or thereby, or (b) that could reasonably be expected to have a Material
Adverse Effect.

       

      4.7 Ownership of
Property.  Each
Group Member has good title to, or a valid leasehold interest in, all its real
and personal property material to its business, in each case except for defects
in title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties for their intended
purposes.

       

      4.8 Intellectual
Property.  Each
Group Member owns, or is licensed to use, all Intellectual Property to the
extent necessary and material for the conduct of the business of the Group
Members, taken as a whole, as currently conducted.  No claim by any
Person has been asserted in writing and is pending that challenges or questions
the use of any Intellectual Property or the validity or effectiveness of any
Intellectual Property, nor does the Parent Borrower know of any valid basis for
any such claim, except as could not reasonably be expected to have a Material
Adverse Effect.  The use of Intellectual Property by each Group Member
does not infringe on the rights of any Person, except as could not reasonably be
expected to have a Material Adverse Effect.

       

      4.9 Taxes.  Each
Group Member has filed or caused to be filed all Federal, state and other
material income tax returns that are required to be filed and has paid all
Federal, state and other material taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other material taxes, fees or other charges imposed on it or any of its property
by any Governmental Authority (other than any the amount or validity of which
are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the relevant Group Member); no material tax Lien has been filed, and,
to the knowledge of the Parent Borrower, no material claim is being asserted,
with respect to any such material tax, fee or other charge, except in each case
as could not reasonably be expected to have a Material Adverse
Effect.

       

      4.10 Federal
Regulations.  No
part of the proceeds of any Loans, and no other extensions of credit hereunder,
will be used in violation of the provisions of the Regulations of the
Board.  If requested by any Lender or the Administrative Agent, the
Parent Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U.

       

      4.11 Labor
Matters.  Except
as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect:  (a) there are no strikes or other labor disputes
against any Group Member pending or, to the knowledge of the Parent Borrower,
threatened; (b) hours worked by and payment made to employees of each Group
Member have not been in violation of the Fair Labor Standards Act or any other
applicable Requirement of Law dealing with such matters; and (c) all payments
due from any Group Member on account of employee health and welfare insurance
have been paid or accrued as a liability on the books of the relevant Group
Member.

       

      4.12 ERISA; Employee Benefit
plans.  (a)  Except
as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect: during the five-year period prior to the date on which this
representation is made or deemed made, (i) neither a Reportable Event, a
non-exempt Prohibited Transaction, nor an “accumulated funding deficiency”
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred with respect to any Plan; (ii) each Plan has complied in all material
respects with the applicable provisions of ERISA and the Code;
(iii)  no Plan has failed to satisfy the minimum funding standards
(within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA)
applicable to such Plan, whether or not waived; (iv) there has been no failure
to make by its due date a required installment under Section 430(j) of the Code
with respect to any Plan; (v) 

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

       

      no
termination of a Plan has occurred, and no Lien in favor of the PBGC or a Plan
has arisen, and (vi) there has been no determination that any Plan is, or is
expected to be, in “at risk” status (within the meaning of Section 432 of the
Code or Title IV of ERISA.  The present value of all accrued benefits
under each Plan (based on those assumptions used to fund such Plans) did not, as
of the last annual valuation date prior to the date on which this representation
is made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits in an amount that, in the aggregate, could reasonably be
expected to have a Material Adverse Effect.  Except as in the
aggregate could not reasonably be expected to have a Material Adverse Effect,
neither the Parent Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan that has resulted or
could reasonably be expected to result in a liability under ERISA, and neither
the Parent Borrower nor any Commonly Controlled Entity would become subject to
any liability under ERISA if the Parent Borrower or any such Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made.  Neither the Parent Borrower nor any Commonly
Controlled Entity has received a determination that a Multiemployer Plan is, or
is expected to be, in Reorganization Insolvent, or in “endangered” or “critical”
status, within the meaning of Section 432 of the Code or Section 305 or Title IV
of ERISA.

       

      (b) Except as,
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect: (i) all employer and employee contributions required by applicable law
or by the terms of any Foreign Plan have been made, or, if applicable, accrued
in accordance with normal accounting practices; (ii) each Foreign Plan that is
required to be registered has been registered and has been maintained in good
standing with applicable regulatory authorities; and (iii) each such Foreign
Plan is in compliance (A) with all provisions of applicable law and all
applicable regulations and published interpretations thereunder with respect to
such Foreign Plan and (B) with the terms of such plan or
arrangement.  The accrued benefit obligations of each Foreign Plan
(based on the assumptions used to fund such Plan) with respect to all current
and former participants do not exceed the assets of such Foreign Plan in an
amount that, in the aggregate, could reasonably be expected to have a Material
Adverse Effect.

       

      4.13 Investment Company Act;
Other Regulations.  No
Borrower is an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.  No Borrower is subject to regulation under
any Requirement of Law (other than Regulation X of the Board) that limits its
ability to incur Indebtedness.

       

      4.14 Subsidiaries.  Schedule
4.14 sets forth, as of the Closing Date, the name and jurisdiction of
incorporation of each Subsidiary and, as to each such Subsidiary, the percentage
of each class of Capital Stock owned by any Borrower.

       

      4.15 Use of
Proceeds.  The
proceeds of the Term Loans shall be used to refinance existing Indebtedness and
to pay related fees and expenses or, in the case of Incremental Term Loans, for
general corporate purposes.  The proceeds of the Revolving Loans and
the Swingline Loans, and the Letters of Credit, shall be used for general
corporate purposes (including the refinancing of Indebtedness).

       

      4.16 Environmental
Matters.  Except
as disclosed on Schedule 4.16 or as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, no Group Member:  (a) is
not in compliance with applicable Environmental Laws; (b) has any Environmental
Liability; (c) has received written notice of any claim with respect to any
Environmental Liability; or (d) knows of any facts or circumstances that could
reasonably be expected to result in any Environmental Liability of or affecting
any Group Member.

       

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

       

      4.17 Accuracy of Information,
etc.   No
statement or information (other than any financial projections, any other
forward-looking information and any information of a general economic or
industry nature) contained in this Agreement, any other Loan Document, the
Confidential Information Memorandum or any other document, certificate or
writing furnished by or on behalf of any Borrower to the Administrative Agent or
the Lenders, or any of them, for use in connection with the transactions
contemplated by this Agreement or the other Loan Documents, contained as of the
date such document, certificate or writing was so furnished (or, in the case of
the Confidential Information Memorandum, as of the date of this Agreement), when
taken as a whole, any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements contained herein or therein not
materially misleading in light of the circumstances under which such statements
were made.  The projections contained in the materials referenced
above have been prepared in good faith based upon assumptions believed by
management of the Parent Borrower to be reasonable at the time made, it being
understood that such projections as they relate to future events are not to be
viewed as fact and that actual results during the period or periods covered by
such projections may differ from the projected results set forth therein by a
material amount.

       

      SECTION
5.    CONDITIONS PRECEDENT

       

      5.1 Conditions to Initial
Extension of Credit.  The
agreement of each Lender to make the initial extension of credit requested to be
made by it is subject to the satisfaction or waiver by the Required Lenders, no
later than July 31, 2008, of the following conditions precedent:

       

      (a)   Credit
Agreement.  The Administrative Agent shall have received this
Agreement or, in the case of the Lenders, a signature page to this Agreement
(either originals or telecopies), executed and delivered by the Administrative
Agent, the Parent Borrower and each of the Foreign Subsidiary Borrowers as of
the Closing Date and each Person listed on Schedule 1.1.

       

      (b)   Financial
Information.  The Lenders shall have received projected cash
flows, balance sheets and income statements for the Parent Borrower and its
Subsidiaries for fiscal years 2008-2013.

       

      (c)   Fees and
Expenses.  All fees and expenses of the Administrative Agent
(including fees owed to the Lenders), subject to Section 10.5(a), required to be
paid on or before the Closing Date in connection with the Facilities shall have
been paid for by the Parent Borrower or shall be paid by the Parent Borrower
simultaneously with the initial funding of the Facilities.

       

      (d)   Existing
Indebtedness.  The Administrative Agent shall have received
satisfactory evidence that the commitments under the Existing Credit Agreement
have been terminated, all amounts owing thereunder (other than any contingent
indemnification obligations) shall have been paid in full and any Liens granted
in connection therewith have been terminated (or arrangement for such
termination reasonably satisfactory to the Administration Agent shall have been
made).

       

      (e)   Closing Certificate;
Certified Certificate of Incorporation; Good Standing
Certificates.  The Administrative Agent shall have received (i)
a certificate of each Borrower, dated the Closing Date, substantially in the
form of Exhibit B, with appropriate insertions and attachments, including the
certificate of incorporation of each Borrower that is a corporation certified by
the relevant authority of the jurisdiction of organization of such Borrower, and
(ii) a long form good standing certificate for each Borrower from its
jurisdiction of organization, in each case to the extent applicable in such
jurisdiction of organization.

       

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

       

      (f)   Legal
Opinions.  The Administrative Agent shall have received the
following executed legal opinions:

       

      (i) the legal
opinion of Davis Polk & Wardwell, New York counsel to the Group Members, in
form and substance reasonably satisfactory to the Administrative
Agent;

       

      (ii) the legal
opinion of David B. Liner, Vice President, General Counsel and Secretary of the
Parent Borrower, in form and substance reasonably satisfactory to the
Administrative Agent; and

       

      (iii) the legal
opinion of Bignalls, local counsel to each Foreign Subsidiary Borrower as of the
Closing Date, in form and substance reasonably satisfactory to the
Administrative Agent.

       

      (g)   Officer’s
Certificate.  The Administrative Agent shall have received a
certificate from a Responsible Officer of the Parent Borrower, dated the Closing
Date, certifying that the conditions set forth in Section 5.2 have been
satisfied on the Closing Date after give effect to the Loans to be made on the
Closing Date.

       

      5.2 Conditions to Each Extension
of Credit.  The
agreement of each Lender to make any extension of credit requested to be made by
it on any date (including its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:

       

      (a)   Representations and
Warranties.  Each of the representations and warranties made by
any Borrower in or pursuant to the Loan Documents shall be true and correct in
all material respects on and as of such date as if made on and as of such date;
provided, that
to the extent such representations and warranties refer specifically to an
earlier date, such representations and warranties shall be true and correct in
all material respects as of such earlier date .

       

      (b)   No
Default.  No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date.

       

      Each
borrowing by and issuance, amendment, renewal or extension of a Letter of Credit
on behalf of the Parent Borrower or any Subsidiary hereunder shall constitute a
representation and warranty by the Parent Borrower as of the date of such
extension of credit that the conditions contained in this Section 5.2 have been
satisfied.

       

      5.3 Initial Loan to Each New
Foreign Subsidiary Borrower.  No
Lender shall be required to make any Loans to any Foreign Subsidiary Borrower
unless the Administrative Agent has received:

       

      (a)   a Joinder
Agreement, substantially in the form of Exhibit G, executed and delivered by
such Borrower (unless such Foreign Subsidiary Borrower is a party to this
Agreement on the Closing Date);

       

      (b)   a
certificate of such Borrower, substantially in the form of Exhibit B, with
appropriate insertions and attachments; and

       

      (c)   the legal
opinion of counsel to such Borrower, in form and substance reasonably
satisfactory to the Administrative Agent.

       

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

       

      SECTION
6.    AFFIRMATIVE COVENANTS

       

      The Parent
Borrower hereby agrees that, so long as the Commitments remain in effect, any
Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or the Administrative Agent hereunder, the Parent Borrower shall and
shall cause each of its Subsidiaries to:

       

      6.1 Financial
Statements.  Furnish
to the Administrative Agent (for onward distribution to the
Lenders):

       

      (a)   as soon as
available, but in any event within 90 days after the end of each fiscal
year of the Parent Borrower, a copy of the audited consolidated balance sheet of
the Parent Borrower and its consolidated Subsidiaries as at the end of such year
and the related audited consolidated statements of income and of cash flows for
such year, setting forth in each case in comparative form the figures for the
previous year, reported on without a “going concern” or like qualification or
exception, or qualification arising out of the scope of the audit, by
PricewaterhouseCoopers LLP or other independent certified public accountants of
nationally recognized standing; and

       

      (b)   as soon as
available, but in any event not later than 45 days after the end of each of the
first three quarterly periods of each fiscal year of the Parent Borrower, the
unaudited consolidated balance sheet of the Parent Borrower and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of income and of cash flows for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year, certified by a
Responsible Officer as being fairly stated in all material respects (subject to
normal year-end audit adjustments).

       

      All such
financial statements shall be complete and correct in all material respects and
shall be prepared in reasonable detail and in accordance with GAAP applied
(except as approved by such accountants or officer, as the case may be, and
disclosed in reasonable detail therein) consistently throughout the periods
reflected therein and with prior periods, subject, in the case of the financial
statements referred to in clause (b) above, to normal year-end audit adjustments
and the absence of footnotes.

       

      6.2 Certificates; Other
Information.  Furnish
to the Administrative Agent (for onward distribution to the Lenders) or, in the
case of clause (e), to the relevant Lender:

       

      (a) concurrently
with the delivery of the financial statements referred to in Section 6.1(a), a
certificate (which certificate may be limited to the extent required by
accounting rules or guidelines) of the independent certified public accountants
reporting on such financial statements stating that in making the examination
necessary therefor no knowledge was obtained of any Event of Default under
Section 7.1 as of the last day of the fiscal year so reported, except as
specified in such certificate;

       

      (b) concurrently
with the delivery of any financial statements pursuant to Section 6.1, a
Compliance Certificate executed by a Responsible Officer and including all
information and calculations necessary for determining compliance by each Group
Member with the provisions of Section 7.1 of this Agreement as of the last day
of the fiscal quarter or fiscal year of the Parent Borrower, as the case may
be;

       

      (c) as soon as
available, and in any event no later than 45 days after the end of each fiscal
year of the Parent Borrower, a detailed consolidated budget for the following
fiscal year (including a projected consolidated balance sheet of the Parent
Borrower as of the end of the following fiscal year, the related consolidated
statements of projected cash flow, projected changes in financial position and


       

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

       

      projected
income and a description of the underlying assumptions applicable thereto)
(collectively, the “Projections”), which
Projections shall in each case be accompanied by a certificate of a Responsible
Officer stating that such Projections were prepared in good faith on assumptions
believed by management of the Parent Borrower to be reasonable at the time made
(it being understood that access to any Projections shall be subject to
customary restrictions on use of material nonpublic information);

       

      (d) within
five Business Days after the same are filed, copies of all financial statements
and reports that the Parent Borrower may make to, or file with, the SEC;
and

       

      (e) promptly,
such additional financial and other information as any Lender may from time to
time reasonably request.

       

      Documents
required to be delivered pursuant to Section 6.1 or Section 6.2(d) (to the
extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Parent Borrower posts such
documents, or provides a link thereto on the Parent Borrower’s website on the
Internet at www.roperind.com or
(ii) on which such documents are posted on the Parent Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third party website or
whether sponsored by the Administrative Agent); provided that (A) the
Parent Borrower shall provide written notice to the Administrative Agent in each
case that such electronic delivery has occurred and (B) the Parent Borrower
shall deliver paper copies of such documents to the Administrative Agent (for
delivery to any Lender that requests the Parent Borrower to deliver such paper
copies) upon a written request to deliver paper copies given by the
Administrative Agent or such Lender.  Notwithstanding anything
contained herein, in every instance the Parent Borrower shall be required to
provide paper copies of the Compliance Certificates required by Section 6.2(b)
to the Administrative Agent.  Except for such Compliance Certificates,
the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Parent Borrower with any such
request for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

       

      6.3 Payment of Taxes.  Pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its material taxes of whatever nature,
except (i) where the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of the relevant Group Member or
(ii) where the failure to so pay, discharge or otherwise satisfy such taxes
could not reasonably be expected to have a Material Adverse Effect.

       

      6.4 Maintenance of
Existence;
Compliance.  (a)
(i)  Preserve, renew and keep in full force and effect its
organizational existence and (ii) take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct
of its business, except, in each case, as otherwise permitted by Section 7.4 and
except, in the case of clause (ii) above, to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (b)
comply with all Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

       

      6.5 Maintenance of Property;
Insurance.  (a)  Keep
and maintain all property material to the conduct in its business in good
working order and condition, ordinary wear and tear excepted and
(b) maintain with financially sound and reputable insurance companies
insurance on all its property in at least such amounts and against at least such
risks as are usually insured against in the same general area by companies
engaged in the same or a similar business.

       

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

       

      6.6 Inspection of Property;
Books and Records; Discussions.  (a)  Keep
proper books of records and account in which full, true and correct in all
material respects entries in conformity with all Requirements of Law shall be
made of all dealings and transactions in relation to its business and
activities, (b) permit representatives of the Administrative Agent and each
Lender (coordinated through the Administrative Agent) to visit and inspect any
of its properties and examine and make abstracts from any of its books and
records at any reasonable time during any Business Day following reasonable
written notice to the Parent Borrower; provided, that no
Lender may make any such inspection more often than once in any calendar year
unless an Event of Default is in existence (in which case such inspections may
occur as often and at such times as such Lender reasonably determines) and any
such inspection made when no Event of Default is in existence shall be at the
expense of such Lender, and (c) permit representatives of the Administrative
Agent and each Lender to discuss the business, operations, properties and
financial and other condition of the Group Members with officers and employees
of the Group Members and with their independent certified public accountants
(with representatives of the Group Members having the opportunity to be
present).

       

      6.7 Notices.  Promptly
give notice to the Administrative Agent and each Lender of:

       

      (a) the
occurrence of any Default or Event of Default; and

       

      (b) any
litigation, investigation or proceeding that may exist at any time between any
Group Member and any Governmental Authority, that could reasonably be expected
to have a Material Adverse Effect.

       

      Each
notice pursuant to this Section 6.7 shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the relevant Group Member proposes to take with respect
thereto.

       

      6.8 Environmental
Laws.  Except
as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, comply with and use commercially reasonable efforts to ensure
compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply with and maintain, and use
commercially reasonable efforts to ensure that all tenants and subtenants obtain
and comply with and maintain any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.

       

      SECTION
7.    NEGATIVE COVENANTS

       

      The Parent
Borrower hereby agrees that, so long as the Commitments remain in effect, any
Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or the Administrative Agent hereunder, the Parent Borrower shall not, and
shall not permit any of its Subsidiaries to, directly or
indirectly:

       

      7.1 Financial Condition
Covenants.

       

      (a) Consolidated Total Leverage
Ratio.  Permit the Consolidated Total Leverage Ratio as at the
last day of any period of four consecutive fiscal quarters of the Parent
Borrower to exceed 3.5 to 1.0.

       

      (b) Consolidated Interest
Coverage Ratio.  Permit the Consolidated Interest Coverage
Ratio for any period of four consecutive fiscal quarters of the Parent Borrower
to be less than 3.0 to 1.0.

       

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

       

      7.2 Indebtedness.  Permit
any Subsidiary to create, issue, incur, assume, become liable in respect of or
suffer to exist any Indebtedness, except:

       

      (a) Indebtedness
of any Foreign Subsidiary Borrower pursuant to any Loan Document;

       

      (b) Indebtedness
of any Subsidiary to any other Group Member;

       

      (c) Guarantee
Obligations incurred in the ordinary course of business by any Subsidiary of
obligations of any Wholly Owned Subsidiary;

       

      (d) Indebtedness
outstanding on the date hereof and listed on Schedule 7.2(d) and any
refinancings, refundings, renewals or extensions thereof (without shortening the
maturity, or increasing the principal amount, thereof), in an aggregate amount
outstanding not to exceed $10,000,000;

       

      (e) Indebtedness
in respect of Capital Lease Obligations and purchase money obligations to
finance the acquisition of fixed or capital assets and any refinancings,
refundings, renewals or extensions thereof (without increasing the amount
thereof); provided that, at the
times of incurrence of any Indebtedness pursuant to this paragraph (e), after
giving effect thereto, the aggregate outstanding principal amount of all
Indebtedness incurred pursuant to this paragraph (e) shall not exceed
$25,000,000;

       

      (f) Indebtedness
of any Person that becomes a Subsidiary after the date hereof and any
refinancings, refundings, renewals or extensions thereof without increasing the
amount thereof; provided that (i) such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (f), when combined
with Indebtedness permitted under clause (g) below, shall not exceed
$100,000,000 at any time outstanding;

       

      (g) Receivables
Transaction Attributed Debt pursuant to any Qualified Receivables Transaction in
an aggregate amount, when combined with Indebtedness permitted under clause (f)
above, not to exceed $100,000,000 at any time outstanding and all yield,
interest, fees, indemnities and other amounts related thereto; and

       

      (h) in
addition to Indebtedness otherwise expressly permitted by the preceding
paragraphs (a) through (g) of this Section 7.2, other Indebtedness of any
Subsidiary; provided that (x) no
Event of Default shall be in existence or result therefrom (including, on a
pro forma basis, pursuant
to Section 7.1) and (y) at the time of incurrence of any Indebtedness pursuant
to this paragraph (h), after giving effect thereto, the sum, without
duplication, of (i) the aggregate outstanding principal amount of all
Indebtedness incurred pursuant to this paragraph (h) and (ii) the aggregate
outstanding principal amount of all Indebtedness secured by a Lien incurred
pursuant to Section 7.3(k) shall not exceed 5% of Consolidated Total Assets
determined as of the last day of the most recent fiscal quarter for which the
relevant financial information is available.

       

      7.3 Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, whether now
owned or hereafter acquired, except:

       

      (a) Liens for
taxes not yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained
on the books of the Parent Borrower or its Subsidiaries, as the case may be, in
conformity with GAAP;

       

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

       

      (b) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business that are not overdue for a period of
more than 30 days or that are being contested in good faith by appropriate
proceedings;

       

      (c) pledges or
deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation;

       

      (d) deposits
to secure the performance of (i) bids, trade, forward or futures contracts
(other than in respect of borrowed money), leases, statutory obligations, surety
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business and (ii) appeal bonds, as well as customary Liens
related to any such surety and performance bonds including Liens on the
contracts that are the subject of any such surety and performance bonds, sums
payable under and property related to the performance of such contracts
(including equipment, material, subcontracts and surety bonds supporting such
subcontracts), and claims against subcontractors, materialmen, sureties and
others in connection with such contracts.

       

      (e) easements, rights-of-way, restrictions
and other similar encumbrances incurred in the ordinary course of
business that, in the aggregate, are not substantial in amount and that do not
in any case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Group
Members;

       

      (f) Liens in
existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness
permitted by Section 7.2(d), provided that no such
Lien encumbers any additional property after the Closing Date and that the
amount of Indebtedness secured thereby is not increased;

       

      (g) Liens
securing Indebtedness of any Group Member incurred pursuant to Section 7.2(e),
provided that
(i) such Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets, (ii) such Liens do not at any time
encumber any property other than the property financed by such Indebtedness and
(iii) the amount of Indebtedness secured thereby is not increased;

       

      (h) any
interest or title of a lessor under any lease entered into by any Group Member
in the ordinary course of its business and covering only the assets so
leased;

       

      (i) Liens on
assets transferred to a Receivables Entity or on assets of a Receivables Entity,
in either case incurred in connection with a Qualified Receivables Transaction
securing Indebtedness permitted by Section 7.2(g);

       

      (j) Liens with
respect to property acquired by any Group Member after the Closing Date (and not
created in contemplation of such acquisition) securing Indebtedness permitted by
Section 7.2(f); provided, that such
Liens shall extend only to the property so acquired; and

       

      (k) Liens not
otherwise permitted by this Section so long as, at the time of incurrence after
giving effect thereto, the sum, without duplication, of (i) the aggregate
outstanding principal amount of the Indebtedness secured thereby and (ii) the
aggregate outstanding principal amount of Indebtedness incurred pursuant to
Section 7.2(h) does not exceed 5% of Consolidated Total Assets determined as of
the last day of the most recent fiscal quarter for which the relevant financial
information is available.

       

      7.4 Fundamental
Changes. Enter
into any merger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), except
that:

       

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

       

      (a) any
Subsidiary of the Parent Borrower may be merged or consolidated with or into any
other Group Member; provided that if
either party to such merger or consolidation is a Borrower, the continuing or
surviving corporation shall be a Borrower, and any Subsidiary other than a
Borrower may liquidate, wind up or dissolve itself;

       

      (b) the Parent
Borrower may be merged or consolidated with or into any other Person in a
transaction in which the Parent Borrower is the continuing or surviving
corporation; and

       

      (c) the Parent
Borrower may be merged or consolidated with or into any other Person in a
transaction in which the Parent Borrower is not the continuing or surviving
corporation (such other Person, the “Surviving Entity”);
provided that
(i) the Surviving Entity is a corporation or limited liability company
incorporated or formed under the laws of any state of the United States of
America, (ii) immediately after the consummation of such transaction, the
Capital Stock of the Surviving Entity shall be held, directly or indirectly, by
the Persons who held the Capital Stock of the Parent Borrower immediately prior
to the consummation of such transaction, in substantially the same percentages,
(iii) either (x) the Surviving Entity or (y) a direct parent of the Surviving
Entity that is a corporation incorporated under the laws of any state of the
United States of America, shall have assumed all of the Parent Borrower’s rights
and obligations under this Agreement and (iv) no Default or Event of Default
shall have occurred and be continuing.

       

      7.5 Disposition of
Property.  Dispose
of all or substantially all of the assets of the Group Members, taken as a
whole.

       

      7.6 Restricted
Payments.  Make
any Restricted Payment unless no Default or Event of Default shall have occurred
and be continuing after giving effect thereto (including, on a pro forma basis,
pursuant to Section 7.1).

       

      7.7 Transactions with
Affiliates.  Enter
into any transaction, including any purchase, sale, lease or exchange of
property, the rendering of any service or the payment of any management,
advisory or similar fees, with any Affiliate (other than the Parent Borrower or
any Subsidiary) unless such transaction is (i) (a) otherwise permitted
under this Agreement and (b) upon fair and reasonable terms no less
favorable to the relevant Group Member than it would obtain in a comparable
arm’s length transaction with a Person that is not an Affiliate or (ii) is a
Restricted Payment.

       

      7.8 Swap
Agreements. 
Enter into any Swap Agreement, except Swap Agreements entered into for
non-speculative purposes.

       

      7.9 Changes in Fiscal
Periods. 
Permit the fiscal year of the Parent Borrower to end on a day other than
December 31 or change the Parent Borrower’s method of determining fiscal
quarters.

       

      7.10 Negative Pledge
Clauses.  Enter
into or suffer to exist or become effective any agreement that prohibits or
limits the ability of any Group Member to create, incur, assume or suffer to
exist any Lien upon any of its property or revenues (it being understood that an
“equal and ratable” provision is not an agreement that imposes such a
prohibition or limitation), whether now owned or hereafter acquired, securing
Indebtedness and other obligations under the Loan Documents (regardless of the
amount thereof), other than (a) this Agreement and the other Loan Documents, (b)
customary restrictions applicable to any Receivables entity in connection with
any Qualified Receivables Transaction, (c) restrictions contained in the
documents governing  any Indebtedness with a final maturity of less
than one year, (d) restrictions contained in the documents governing any
Subsidiary Indebtedness permitted under Section 7.2, (e) restrictions and
conditions imposed by law, (f) customary restrictions and conditions contained
in agreements relating to the Disposition of a Subsidiary, property or assets
pending 

       

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

       

      such
Disposition, provided such restrictions and conditions apply only to such
Subsidiary, property or assets, (g) restrictions and conditions contained in
documentation relating to a Subsidiary acquired after the Closing Date, provided that such
restriction or condition (i) existed at the time such Person became a Subsidiary
and was not created in contemplation of or in connection with such Person
becoming a Subsidiary and (ii) applies only to such Subsidiary, (h) restrictions
and conditions contained in any agreement relating to Indebtedness or other
obligations secured by Liens permitted under this Agreement if such restrictions
and conditions apply only to the property or assets subject to such Liens and
(i) customary provisions in leases, licenses and other contracts restricting or
conditioning the assignment or encumbrance thereof, including, without
limitation, licenses and sublicenses of patents, trademarks, copyrights and
similar intellectually property rights.

       

      7.11 Clauses Restricting
Subsidiary Distributions.  Enter
into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary of the Parent Borrower to (a) make
any payment of a type described in the definition of “Restricted Payment” in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, any Group Member, (b) make loans or advances to, or other investments
in, any Group Member or (c) transfer any of its assets to any Group Member,
except for such encumbrances or restrictions existing under or by reason of (i)
any restrictions existing under, or imposed by (A) any Loan Document or (B) law;
(ii) any restrictions with respect to a Subsidiary imposed pursuant to an
agreement that has been entered into in connection with (x) the Disposition of
all or substantially all of the Capital Stock or assets of such Subsidiary or
(y) the Disposition of any asset of such Subsidiary so long as the encumbrance
or restriction applies only to the asset to be Disposed; (iii) customary
restrictions applicable to any Receivables entity in connection with any
Qualified Receivables Transaction, (iv) restrictions and conditions contained in
documentation relating to a Subsidiary acquired after the Closing Date, provided that such
restriction or condition (x) existed at the time such Person became a Subsidiary
and was not created in contemplation of or in connection with such Person
becoming a Subsidiary and (y) applies only to such Subsidiary and (v)
restrictions contained in the documents governing any Indebtedness of any
Subsidiary permitted under Section 7.2.

       

      SECTION
8.    EVENTS OF DEFAULT

       

      If any of
the following events shall occur and be continuing:

       

      (a) any
Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation
when due in accordance with the terms hereof; or any Borrower shall fail to pay
any interest on any Loan or Reimbursement Obligation, or any other amount
payable hereunder or under any other Loan Document, within five Business Days
after any such interest or other amount becomes due in accordance with the terms
hereof; or

       

      (b) any
representation or warranty made or deemed made by any Borrower herein or in any
other Loan Document or that is contained in any certificate, document or
financial or other statement furnished by it at any time under or in connection
with this Agreement or any such other Loan Document shall prove to have been
inaccurate in any material respect on or as of the date made or deemed made;
or

       

      (c) any
Borrower shall default in the observance or performance of any agreement
contained in Section 6.4(a)(i) (with respect to the Parent Borrower only),
Section 6.7(a) or Section 7 of this Agreement; or

       

      (d) any
Borrower shall default in the observance or performance of any other agreement
contained in this Agreement or any other Loan Document (other than as provided
in paragraphs (a) 

       

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

       

      through
(c) of this Section), and such default shall continue unremedied for a period of
30 days after notice to the Parent Borrower from the Administrative Agent or the
Required Lenders; or

       

      (e) any Group
Member shall (i) default in making any payment of any principal of any
Indebtedness (including any Guarantee Obligation, but excluding the Loans) on
the scheduled or original due date with respect thereto; or (ii) default in
making any payment of any interest on any such Indebtedness beyond the period of
grace, if any, provided in the instrument or agreement under which such
Indebtedness was created; or (iii) default in the observance or performance of
any other agreement or condition relating to any such Indebtedness or contained
in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided that the
preceding clause (iii) shall not apply to Indebtedness that becomes due as a
result of the voluntary sale or transfer of any property or assets, if such sale
or transfer is permitted hereunder and under the documents governing such
Indebtedness; provided, further, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default unless, at
such time, one or more defaults, events or conditions of the type described in
clauses (i), (ii) or (iii) of this paragraph (e) shall have occurred and be
continuing with respect to Indebtedness the outstanding principal amount of
which exceeds in the aggregate $25,000,000; or

       

      (f) (i) any
Group Member shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or any Group Member shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced
against any Group Member any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against any Group Member any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets that results in the entry of
an order for any such relief that shall not have been vacated, discharged, or
stayed or bonded pending appeal within 60 days from the entry thereof; or (iv)
any Group Member shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall
be unable to, or shall admit in writing its inability to, pay its debts as they
become due; or

       

      (g) (i) any
Person shall engage in any non-exempt Prohibited Transaction involving any Plan,
(ii) any “accumulated funding deficiency” (as defined in Section 412 of the Code
or Section 302 of ERISA), whether or not waived, shall exist with respect to any
Plan; (iii) any Plan shall fail to satisfy the minimum funding standards (within
the meaning of Section 412 or Section 430 of the Code or Section 302 of ERISA)
applicable to such Plan, whether or not waived; (iv) any Lien in favor of the
PBGC or a Plan shall arise on the assets of any Group Member or any Commonly
Controlled Entity, (v) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the reasonable
opinion of the Required Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, (vi) any Plan shall terminate
for


       

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

       

      purposes
of Title IV of ERISA, (vii) any Group Member or any Commonly Controlled
Entity shall, or in the reasonable opinion of the Required Lenders is likely to,
incur any liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan or a determination that a Multiemployer
Plan is in “endangered” or “critical” status (within the meaning of Section 432
of the Code or Section 305 or Title IV of ERISA); or (vi) any other event or
condition shall occur or exist with respect to a Plan; and in each case in
clauses (i) through (vi) above, such event or condition, together with all other
such events or conditions, if any, could reasonably be expected to have a
Material Adverse Effect; or

       

      (h) one or
more judgments or decrees shall be entered against any Group Member at any time
involving in the aggregate a liability (not paid or fully covered by insurance
as to which the relevant insurance company has not disclaimed or reserved the
right to disclaim coverage) of $25,000,000 or more, and all such judgments or
decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof; or

       

      (i) (i) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall
become, or obtain rights (whether by means or warrants, options or otherwise) to
become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under
the Exchange Act), directly or indirectly, of more than 35% of the outstanding
common stock of the Parent Borrower, except as a result of a transaction
permitted under Section 7.4(c); (ii) the board of directors of the Parent
Borrower shall cease to consist of a majority of Continuing Directors; or
(iii) any Foreign Subsidiary Borrower shall cease to be a direct or
indirect Wholly Owned Subsidiary of the Parent Borrower;

       

      then, and
in any such event, (A) if such event is an Event of Default specified in clause
(i) or (ii) of paragraph (f) above with respect to any Borrower, automatically
the Commitments shall immediately terminate and the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan
Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) shall immediately become due and payable, and (B)
if such event is any other Event of Default, either or both of the following
actions may be taken:  (i) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Parent Borrower declare the
Revolving Commitments to be terminated forthwith, whereupon the Revolving
Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Parent
Borrower, declare the Loans (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents (including all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable.  With respect to all Letters of
Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this paragraph, the Parent Borrower
shall at such time deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit.  Amounts held in such cash
collateral account shall be invested in cash equivalents as directed by the
Parent Borrower and reasonably acceptable to the Administrative Agent and shall
be applied by the Administrative Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such Letters of
Credit shall have expired or been fully drawn upon, if any, shall be applied to
repay other obligations of the Parent Borrower hereunder and under the other
Loan Documents.  After all such Letters of Credit shall have expired
or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Parent Borrower hereunder and under
the other Loan Documents shall have been paid in full, the balance, if any, in
such 

       

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

       

      cash
collateral account shall be returned to the Parent Borrower (or such other
Person as may be lawfully entitled thereto).  Except as expressly
provided above in this Section, presentment, demand, protest and all other
notices of any kind are hereby expressly waived by the Parent
Borrower.

       

      SECTION
9.    THE AGENTS

       

      9.1 Appointment.  Each
Lender hereby irrevocably designates and appoints the Administrative Agent as
the agent of such Lender under this Agreement and the other Loan Documents, and
each such Lender irrevocably authorizes the Administrative Agent, in such
capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto.   Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

       

      9.2 Delegation of
Duties.  The
Administrative Agent may execute any of its duties under this Agreement and the
other Loan Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

       

      9.3 Exculpatory
Provisions.  Neither
any Agent nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person’s own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Borrower or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents under or in connection
with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Borrower a party thereto to
perform its obligations hereunder or thereunder.  The Agents shall not
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Borrower.

       

      9.4 Reliance by Administrative
Agent.  The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any instrument, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including counsel to the Parent Borrower),
independent accountants and other experts selected by the Administrative
Agent.  The Administrative Agent may deem and treat the payee of any
Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders (or, if so specified by this Agreement, all Lenders) as it
deems 

       

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

       

      appropriate
or it shall first be indemnified to its satisfaction by the Lenders against any
and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.  The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or, if so specified by this Agreement, all Lenders), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans.

       

      9.5 Notice of
Default.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default unless the Administrative Agent
has received notice from a Lender or the Parent Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a “notice of default”.  In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give notice thereof
to the Lenders.  The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the
Lenders.

       

      9.6 Non-Reliance on Agents and
Other Lenders.  Each
Lender expressly acknowledges that neither the Agents nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
any Agent hereafter taken, including any review of the affairs of a Borrower or
any affiliate of a Borrower, shall be deemed to constitute any representation or
warranty by any Agent to any Lender.  Each Lender represents to the
Agents that it has, independently and without reliance upon any Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Borrowers and their affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement.  Each Lender also represents
that it will, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of the Borrowers and their affiliates.  Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of any Borrower or any
affiliate of a Borrower that may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

       

      9.7 Indemnification.  The
Lenders agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by the Parent Borrower and without limiting the obligation of the
Parent Borrower to do so), ratably according to their respective Aggregate
Exposure Percentages in effect on the date on which indemnification is sought
under this Section (or, if indemnification is sought after the date upon which
the Commitments shall have terminated and the Loans shall have been paid in
full, ratably in accordance with such Aggregate Exposure Percentages immediately
prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (whether before or
after the payment of the Loans) be imposed on, incurred by or asserted against
such Agent in any way relating to or arising out of, the Commitments, this
Agreement, any of the other Loan Documents or any documents 

       

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

       

      contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Agent under or in connection with
any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from such Agent’s gross
negligence or willful misconduct.  The agreements in this Section
shall survive the payment of the Loans and all other amounts payable
hereunder.

       

      9.8 Agent in Its Individual
Capacity.  Each
Agent and its affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Borrower as though such Agent were not
an Agent.  With respect to its Loans made or renewed by it and with
respect to any Letter of Credit issued or participated in by it, each Agent
shall have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not an
Agent, and the terms “Lender” and “Lenders” shall include each Agent in its
individual capacity.

       

      9.9 Successor Administrative
Agent.  The
Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
the Lenders and the Parent Borrower.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other Loan
Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall (unless an Event of
Default under Section 8(a) or 8(f) shall have occurred and be continuing) be
subject to approval by the Parent Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans.  If no
successor agent has accepted appointment as Administrative Agent by the date
that is 30 days following a retiring Administrative Agent’s notice of
resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective, and the Lenders shall assume and perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for
above.  After any retiring Administrative Agent’s resignation as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan
Documents.

       

      9.10 Documentation Agents and
Syndication Agents.  Neither
the Documentation Agents nor the Syndication Agents shall have any duties or
responsibilities hereunder in its capacity as such.

       

      SECTION
10.    MISCELLANEOUS

       

      10.1 Amendments and
Waivers.  Neither
this Agreement, any other Loan Document, nor any terms hereof or thereof may be
amended, supplemented or modified except in accordance with the provisions of
this Section 10.1.  The Required Lenders and each Borrower party to
the relevant Loan Document may, or, with the written consent of the Required
Lenders, the Administrative Agent and each Borrower party to the relevant Loan
Document may, from time to time, (a) enter into written amendments, supplements
or modifications hereto and to the other Loan Documents for the purpose of
adding any provisions to this Agreement or the other Loan Documents or changing
in any manner the rights of the Lenders or of the Borrowers hereunder or
thereunder or (b) waive, on such terms and conditions as the Required Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however, that no such
waiver and no such amendment, 

       

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

       

      supplement
or modification shall (i) reduce or forgive the principal amount or extend the
final scheduled date of maturity of any Loan, extend the scheduled date of any
principal payment in respect of any Incremental Term Loan, reduce the stated
rate of any interest or fee payable hereunder (except (x) in connection with the
waiver of applicability of any post-default increase in interest rates (which
waiver shall be effective with the consent of the Majority Facility Lenders of
each adversely affected Facility) and (y) that any amendment or modification of
defined terms used in the financial covenants in this Agreement shall not
constitute a reduction in the rate of interest or fees for purposes of this
clause (i)) or extend the scheduled date of any payment of any interest or fee
payable hereunder, or increase the amount of any Lender’s Revolving Commitment,
in each case without the written consent of each Lender directly affected
thereby; (ii) extend the expiration date of any Lender’s Revolving
Commitment without the written consent of each Revolving Lender directly
affected thereby (it being agreed that, notwithstanding anything to the contrary
in this Section 10.1, such extension may be effected without the approval of the
Required Lenders); (iii) eliminate or reduce the voting rights of any Lender
under this Section 10.1 without the written consent of such Lender;
(iv) with respect to a particular Facility, change the ratable allocation
of payments among the Lenders under such Facility specified in Section 2.17
without the written consent of each such Lender directly affected thereby;
(v) reduce any percentage specified in the definition of Required Lenders,
consent to the assignment or transfer by the Parent Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents (except
as is expressly provided for in Section 10.6(g)) or release the Parent Borrower
from its obligations under Section 11 of this Agreement, in each case without
the written consent of all Lenders; (vi) reduce the percentage specified in
the definition of Majority Facility Lenders with respect to any Facility without
the written consent of all Lenders under such Facility; (vii) amend, waive
or modify any condition precedent set forth in Section 5.2 with respect to any
extensions of credit under the US$ Revolving Facility or the Multicurrency
Revolving Facility without the written consent of the Majority Facility Lenders
under such Facility; (viii) amend, modify or waive any provision of Section
9 without the written consent of the Administrative Agent; (ix) amend,
modify or waive any provision of Section 2.6 or 2.7 without the written consent
of the Swingline Lender; or (x) amend, modify or waive any provision of
Section 3 without the written consent of the Issuing Lender.  Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Lenders and shall be binding upon the Borrowers, the Lenders, the
Administrative Agent and all future holders of the Loans.  In the case
of any waiver, the Borrowers, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent
thereon.  In furtherance of clause (vii) of this Section 10.1, (i) any
amendment, waiver or modification with respect to Section 7.1 or (ii) any
amendment, waiver or modification of any provision of this Agreement or any
other Loan Document at a time when a Default or Event of Default is in
existence, and that would have the effect of eliminating such Default or Event
of Default, shall in each case not be deemed to be effective for the purpose of
determining whether the conditions precedent set forth in Section 5.2 to the
making of any extension of credit under the US$ Revolving Facility or the
Multicurrency Revolving Facility have been satisfied unless the Majority
Facility Lenders under such Facility shall have consented to such amendment,
waiver or modification.

       

      Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the
written consent of the Required Lenders, the Administrative Agent and the Parent
Borrower (a) to add one or more additional credit facilities to this Agreement
and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the
benefits of this Agreement and the other Loan Documents with the Term Loans and
Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (b) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders and Majority Facility
Lenders.

       

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

       

      If, in
connection with any proposed amendment, waiver or consent requiring the consent
of “each Lender” or “each Lender directly affected thereby”, the consent of the
Required Lenders is obtained, but the consent of other necessary Lenders is not
obtained (any such Lender whose consent is necessary but not obtained being
referred to herein as a “Non-Consenting
Lender”), then the Parent Borrower may, at its sole cost and expense,
elect to replace a Non-Consenting Lender as a Lender party to this Agreement (or
to replace such Non-Consenting Lender from the Facility for which consent is
being sought); provided that,
concurrently with such replacement, (i) another bank or other entity which
is reasonably satisfactory to the Parent Borrower and the Administrative Agent,
and, with respect to assignees that are Revolving Lenders, the Issuing Bank
shall agree, as of such date, to purchase for cash the Loans and other
Obligations due to the Non-Consenting Lender pursuant to an Assignment and
Assumption and to become a Lender for all purposes under this Agreement and to
assume all obligations of the Non-Consenting Lender to be terminated as of such
date and to comply with the requirements of clause (b)(ii) of
Section 10.6 (with the Parent Borrower paying any applicable processing and
recordation fee), (ii) the replacement Lender shall grant its consent with
respect to the applicable proposed amendment, waiver or consent and
(iii) the Parent Borrower shall pay to such Non-Consenting Lender in same
day funds on the day of such replacement all interest, fees and other amounts
then accrued but unpaid to such Non-Consenting Lender by the Parent Borrower
hereunder to and including the date of termination, including without limitation
payments due to such Non-Consenting Lender under Sections 2.18 and 2.19
(assuming that the Loans of such Non-Consenting Lender have been prepaid on such
date rather than sold to the replacement Lender).

       

      10.2 Notices.  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered, or three Business Days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed as follows
in the case of the Borrowers and the Administrative Agent, and as set forth in
an administrative questionnaire delivered to the Administrative Agent in the
case of the Lenders, or to such other address as may be hereafter notified by
the respective parties hereto:

       

      
        	
                 
      

              	
                 Parent
      Borrower

              


      

      
        	
                 
      

              	
                and
      Foreign Subsidiary Borrowers:

              	
                 Roper
      Industries, Inc.

              


      

      6901
Professional Parkway East, Suite 200

      Sarasota,
FL 34240

      Attention:
John Humphrey,

      Chief
Financial Officer

      Telephone:
941-556-2601

      Telecopy:   941-556-2670

      


      
        	
                 
      

              	
                 
      Administrative Agent

              	
                JPMorgan
      Chase Bank, N.A.

              


      

      10 South
Dearborn, Floor 07

      Chicago,
IL 60603

      Attention:
Susan Thomas

      Telephone:
312-732-7982

      Telecopy:
312-385-7096

      


      
        	
                 
      

              	
                Funding
      Office with respect to

              	
                 J.P.
      Morgan Europe Ltd.

              


      

      
        	
                 
      

              	
                Alternative
      Currency Loans:

              	
                 125
      London Wall

              


      

      London,
England  EC2A 5YJ

      Attention:
Loans Agency

      Telephone:
44-207-777-2352/0976

      Telecopy:
44-207-777-2360/2085

       

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      
 

      provided that any
notice, request or demand to or upon the Administrative Agent or the Lenders
shall not be effective until received.

       

      Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Section 2 unless otherwise
agreed by the Administrative Agent and the applicable Lender.  The
Administrative Agent or the Parent Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

       

      10.3 No Waiver; Cumulative
Remedies.  No
failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder or under the other Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

       

      10.4 Survival of Representations
and Warranties.  All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit
hereunder.

       

      10.5 Payment of Expenses and
Taxes.  The
Parent Borrower agrees (a) to pay or reimburse the Administrative Agent for all
its reasonable and customary out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of counsel to the
Administrative Agent and filing and recording fees and expenses, with statements
with respect to the foregoing to be submitted to the Parent Borrower prior to
the Closing Date (in the case of amounts to be paid on the Closing Date) and
from time to time thereafter on a quarterly basis or such other periodic basis
as the Administrative Agent shall deem appropriate; provided, that (i) with respect to legal
counsel, the Parent Borrower shall only be required to reimburse the reasonable
fees and disbursements of a single law firm for the Administrative Agent and any
local counsel as shall be reasonably necessary (subject to any limitations
agreed to in writing by the Administrative Agent) and (ii) any written request
for reimbursement shall list in reasonable detail all expenses as to which
reimbursement is being requested, (b) to pay or reimburse each Lender and
the Administrative Agent for all its reasonable costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any such other documents related to the
Loan Documents, including the reasonable fees and disbursements of counsel to
each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify,
and hold each Lender and the Administrative Agent harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, without
duplication, if any, that may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement, the other Loan Documents and any such other documents, and (d) to
pay, indemnify, and hold each Lender and the Administrative Agent and their
respective officers, directors, trustees, employees, affiliates, agents,
advisors and controlling persons (each, an 

       

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

       

      “Indemnitee”) harmless
from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the other Loan Documents and
any such other documents, including any of the foregoing relating to the use of
proceeds of the Loans or the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of any Group Member or
any of the Properties and the reasonable fees and expenses of legal counsel in
connection with claims, actions or proceedings by any Indemnitee against any
Borrower under any Loan Document (all the foregoing in this clause (d),
collectively, the “Indemnified
Liabilities”), provided, that the
Parent Borrower shall have no obligation hereunder to any Indemnitee with
respect to Indemnified Liabilities to the extent such Indemnified Liabilities
are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Indemnitee.  Without limiting the foregoing, and to the extent
permitted by applicable law, the Parent Borrower agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee.  All amounts due under this Section
10.5 shall be payable not later than 10 days after written demand
therefor.  Statements payable by the Parent Borrower pursuant to this
Section 10.5 shall be submitted in writing to John Humphrey (Telephone
No. 941-556-2601) (Telecopy No. 941-556-2670), at the address of the
Parent Borrower set forth in Section 10.2, or to such other Person or address as
may be hereafter designated by the Parent Borrower in a written notice to the
Administrative Agent.  The agreements in this Section 10.5 shall
survive repayment of the Loans and all other amounts payable
hereunder.

       

      10.6 Successors and Assigns;
Participations and Assignments.  (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 permitted hereby
(including any affiliate of the Issuing Lender that issues any Letter of
Credit), except that (i) other than as is expressly provided for in Section
10.6(g), the Parent Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Parent Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section.

       

      (b) (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees (each, an “Assignee”) all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld, delayed or
conditioned) of:

       

      
        	
                (A)  

              	
                the
      Parent Borrower, provided that
      no consent of the Parent Borrower shall be required for an assignment to a
      Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or,
      if an Event of Default under Section 8(a) or (f) has occurred and is
      continuing, any other Person;

              


      

       

      
        	
                (B)  

              	
                the
      Administrative Agent, provided that
      no consent of the Administrative Agent shall be required for an assignment
      of all or any portion of (x) a Term Loan to a Lender, an Affiliate of a
      Lender or an Approved Fund or (y) a Revolving Commitment to a Revolving
      Lender; and

              


      

       

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (C)  

              	
                in
      the case of any assignment of a US$ Revolving Commitment, the Issuing
      Lender; provided, no
      consent of the Issuing Lender shall be required for an assignment of all
      or a portion of a Revolving Commitment to a Revolving
    Lender.

              


      

       

      (ii) Assignments
shall be subject to the following additional conditions:

       

      
        	
                (A)  

              	
                except
      in the case of an assignment to a Lender, an affiliate of a Lender or an
      Approved Fund or an assignment of the entire remaining amount of the
      assigning Lender’s Commitments or Loans under any Facility, the amount of
      the Commitments or Loans of the assigning Lender subject to each such
      assignment (determined as of the date the Assignment and Assumption with
      respect to such assignment is delivered to the Administrative Agent) shall
      not be less than $1,000,000 (in the case of Term Loans) and $5,000,000 (in
      the case of the Revolving Loans) unless each of the Parent Borrower and
      the Administrative Agent otherwise consent, provided that
      (1) no such consent of the Parent Borrower shall be required if an Event
      of Default under Section 8(a) or (f) has occurred and is continuing and
      (2) such amounts shall be aggregated in respect of each Lender and its
      affiliates or Approved Funds, if
any;

              


      

       

      
        	
                (B)  

              	
                the
      parties to each assignment shall execute and deliver to the Administrative
      Agent an Assignment and Assumption, together with a processing and
      recordation fee of $3,500 (to be paid by the relevant Lender, except as
      provided in Section 2.22), provided, that
      contemporaneous assignments to a Person and its affiliates or Approved
      Funds shall be deemed to be a single assignment for the purposes of this
      clause (B); and

              


      

       

      
        	
                (C)  

              	
                the
      Assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent an administrative
questionnaire.

              


      

       

      For the
purposes of this Section 10.6, “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

       

      (iii) Subject to
acceptance and recording thereof pursuant to paragraph (b)(iv) below, from
and after the effective date specified in each Assignment and Assumption the
Assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be released
from its obliga­tions under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.18, 2.19,
2.20 and 10.5).  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 10.6
shall be treated for purposes 

       

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

       

      of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

       

      (iv) The
Administrative Agent, acting for this purpose as an agent of the Parent
Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount of the
Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Parent Borrower, the
Administrative Agent, the Issuing Lender and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Parent Borrower or any Lender at any reasonable time, subject to reasonable
advance notice.

       

      (v) Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an Assignee, the Assignee’s completed administrative questionnaire
(unless the Assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any
written consent to such assignment required by paragraph (b) of this Section,
the Administrative Agent shall accept such Assignment and Assumption and record
the information contained therein in the Register.  No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

       

      (c) (i)  Any
Lender may, without the consent of the Parent Borrower or the Administrative
Agent, sell participations to one or more banks or other entities (other than
competitors of any Group Member) (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Parent Borrower, the
Administrative Agent, the Issuing Lender and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.  Any agreement pursuant
to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to
the second sentence of Section 10.1 and (2) directly affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the Parent
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.18, 2.19 and 2.20 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 10.7(b) as though it were a Lender,
provided such Participant shall be subject to Section 10.7(a) as though it were
a Lender.

       

      (ii)  A
Participant shall not be entitled to receive any greater payment under Section
2.18 or 2.19 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Parent Borrower’s prior
written consent.  Any Participant that is a Non-U.S. Lender shall not
be entitled to the benefits of Section 2.19 unless such Participant
complies with Sections 2.19(d), 2.19(e) and/or 2.19(f), as
applicable.

       

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

       

      (d) Any Lender
may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security
interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or Assignee for such
Lender as a party hereto.

       

      (e) The Parent
Borrower, upon receipt of written notice from the relevant Lender, agrees to
issue Notes to any Lender requiring Notes to facilitate transactions of the type
described in paragraph (d) above.

       

      (f) Notwithstanding
the foregoing, any Conduit Lender may assign any or all of the Loans it may have
funded hereunder to its designating Lender without the consent of the Parent
Borrower or the Administrative Agent and without regard to the limitations set
forth in Section 10.6(b); provided, that (i) such Conduit Lender has notified
the Administrative Agent of such assignment and (ii) the Administrative Agent
has recorded such assignment in the Register.  Each of the Parent
Borrower, each Lender and the Administrative Agent hereby confirms that it will
not institute against a Conduit Lender or join any other Person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any state bankruptcy or similar law, for one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however,
that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

       

      (g) Upon at
least 15 days’ advance written notice to the Administrative Agent, the Parent
Borrower may assign all of its rights hereunder; provided that (i)
immediately after the consummation of such transaction, the Capital Stock of the
Person to whom the Parent Borrower’s rights have been assigned (the “Successor Borrower”)
is held, directly or indirectly, by the Persons who held the Capital Stock of
the Parent Borrower immediately prior to the consummation of such transaction,
in substantially the same percentages, (ii) the Successor Borrower is a
corporation incorporated under the laws of any state of the United States of
America, (iii) the Successor Borrower shall own (directly or indirectly,
including through Subsidiaries), at the time of such assignment, all or
substantially all of the assets owned by the Parent Borrower and its
Subsidiaries immediately prior to the consummation of such transaction, (iv) the
Successor Borrower shall have assumed the Parent Borrower’s obligations under
this Agreement and under the other Loan Documents pursuant to documentation
reasonably satisfactory to the Administrative Agent, (v) the Successor Borrower
shall have become a party to this Agreement by executing a Joinder Agreement,
(vi) no Default or Event of Default shall have occurred and be continuing at the
time of such assignment and (vii) the Administrative Agent shall have received
such evidence of good standing, corporate authority and the authorization of
such assignment, delegation and assumption and such opinions of counsel as the
Administrative Agent shall have reasonably requested.

       

      10.7 Adjustments;
Set-off.  (a)  Except
to the extent that this Agreement expressly provides for payments to be
allocated to a particular Lender or to the Lenders under a particular Facility
(with nothing in Section 8 being deemed to constitute such an allocation), if
any Lender (a “Benefitted Lender”)
shall receive any payment of all or part of the obligations owing to it under
any Loan Document by any Borrower (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section
8(f), or otherwise), in a greater proportion than any such payment to any other
Lender, if any, in respect of such obligations owing to such other Lender, such
Benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of such obligations owing to each such other Lender, as
shall be necessary to cause such Benefitted Lender to share the excess payment
ratably with each of the Lenders; provided, however, that if all
or any portion of such 

       

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

       

      excess
payment is thereafter recovered from such Benefitted Lender, such purchase shall
be rescinded, and the purchase price returned, to the extent of such recovery,
but without interest.

       

      (b) In
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, to the maximum extent permitted by law, with the consent
of the Required Lenders but without prior notice to any Borrower (any such
notice being expressly waived by each Borrower to the extent permitted by
applicable law), upon the occurrence and during the continuance of an Event of
Default pursuant to Section 8(a) or Section 8(f), to set off and appropriate and
apply against any amount under this Agreement then due and owing to such Lender
any and all deposits (general or special, time or demand, provisional or final),
in any currency, and any other credits, indebtedness or claims, in any currency,
in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of such Borrower.  Each
Lender agrees promptly to notify the Parent Borrower and the Administrative
Agent after any such setoff and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

       

      10.8 Counterparts.  This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and 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.  A
set of the copies of this Agreement signed by all the parties shall be lodged
with the Parent Borrower and the Administrative Agent.

       

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

       

      10.10 Integration.  This
Agreement and the other Loan Documents represent the entire agreement of the
Borrowers, the Administrative Agent and the Lenders with respect to the subject
matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.

       

      10.11 GOVERNING
LAW.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

       

      10.12 Submission To Jurisdiction;
Waivers.  Each
Borrower hereby irrevocably and unconditionally:

       

      (a)   submits
for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and
appellate courts from any thereof;

       

      (b)   consents
that any such action or proceeding may, to the maximum extent permitted by law,
be brought in such courts and waives, to the maximum extent permitted by law,
any 

       

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

       

      objection
that it may now or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought in an
inconvenient court and agrees, to the maximum extent permitted by law, not to
plead or claim the same;

       

      (c)   agrees, to
the maximum extent permitted by law, that service of process in any such action
or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
the Parent Borrower at its address referred to in Section 10.2;

       

      (d)   agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

       

      (e)   waives, to
the maximum extent permitted by law, any right it may have to claim or recover
in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.

       

      10.13 Acknowledgements.  Each
Borrower hereby acknowledges that:

       

      (a)   it has
been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;

       

      (b)   neither
the Administrative Agent nor any Lender has any fiduciary relationship with or
duty to such Borrower arising out of or in connection with this Agreement or any
of the other Loan Documents, and the relationship between Administrative Agent
and Lenders, on one hand, and such Borrower, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

       

      (c)    no
joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or
among the Borrowers and the Lenders.

       

      10.14 Confidentiality.  Each
of the Administrative Agent and each Lender agrees to keep confidential all
non-public information provided to it by any Group Member, the Administrative
Agent or any Lender pursuant to or in connection with this Agreement that is
designated by the provider thereof as confidential and use such information
solely in connection with matters related to the Loan Documents; provided that nothing
herein shall prevent the Administrative Agent or any Lender from disclosing any
such information (a) to the Administrative Agent, any other Lender or any
affiliate thereof in connection with matters related to the Loan Documents, (b)
subject to an agreement to comply with the provisions of this Section, to any
actual or prospective Transferee or any direct or indirect counterparty to any
Swap Agreement (or any professional advisor to such counterparty) to which the
Administrative Agent or such Lender is a party, (c) to its employees, directors,
trustees, agents, attorneys, accountants and other professional advisors or
those of any of its affiliates in connection with matters related to the Loan
Documents, (d) upon the request or demand of any Governmental Authority, (e) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (f) if requested or
required to do so in connection with any litigation or similar proceeding, (g)
that has been publicly disclosed (other than, to the knowledge of the relevant
Person, in violation of this Agreement), (h) to the National Association of
Insurance Commissioners or any similar organization or any nationally recognized
rating agency that requires access to information about a Lender’s investment
portfolio in connection with ratings issued with respect to such Lender, or (i)
in connection with the exercise of any remedy hereunder or under any other Loan
Document.

       

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

       

      10.15 WAIVERS OF JURY
TRIAL.  EACH
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

       

      10.16 Judgment
Currency.  (a)  The
Borrowers’ obligations hereunder and under the other Loan Documents to make
payments in a specified currency (the “Obligation Currency”)
shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation
Currency, except to the extent that such tender or recovery results in the
effective receipt by the Administrative Agent or a Lender of the full amount of
the Obligation Currency expressed to be payable to the Administrative Agent or
such Lender under this Agreement or the other Loan Documents.  If, for
the purpose of obtaining or enforcing judgment against any Borrower in any court
or in any jurisdiction, it becomes necessary to convert into or from any
currency other than the Obligation Currency (such other currency being
hereinafter referred to as the “Judgment Currency”)
an amount due in the Obligation Currency, the conversion shall be made, at the
rate of exchange (as quoted by the Administrative Agent or if the Administrative
Agent does not quote a rate of exchange on such currency, by a known dealer in
such currency designated by the Administrative Agent) determined, in each case,
as of the Business Day immediately preceding the date on which the judgment is
given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion
Date”).

       

      (b) If there
is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Borrowers
covenant and agree to pay, or cause to be paid, to the maximum extent permitted
by law, such additional amounts, if any (but in any event not a lesser amount),
as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

       

      (c) For
purposes of determining any rate of exchange or currency equivalent for this
Section, such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.

       

      10.17 USA PATRIOT
Act.  Each
Lender hereby notifies the Company that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”), it is required to obtain, verify and record information that
identifies the Company, which information includes the name and address of the
Company and other information that will allow such Lender to identify the
Company in accordance with the Act.

       

      10.18 Notice of Commitment
Termination.  The
Parent Borrower hereby gives notice that it wishes to terminate the commitments
under the Existing Credit Agreement effective as of the Closing Date and to
prepay in full the loans outstanding thereunder on the Closing
Date.  Each Lender that is a party to the Existing Credit Agreement,
by its execution of this Agreement, waives any requirement of prior notice set
forth in the Existing Credit Agreement as a condition of the right of the Parent
Borrower to terminate the commitments or to prepay the loans
thereunder.

       

      SECTION
11.    GUARANTEE

       

      11.1 Guarantee.

       

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

       

      (a) The Parent
Borrower hereby unconditionally and irrevocably, guarantees to the
Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, transferees and assigns, the prompt and complete payment
and performance by the Foreign Subsidiary Borrowers when due (whether at the
stated maturity, by acceleration or otherwise) of the Foreign Borrower
Obligations.

       

      (b) Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of the Parent Borrower hereunder and under the other Loan
Documents shall in no event exceed the amount which can be guaranteed by the
Parent Borrower under applicable federal laws, state laws or the laws of any
other jurisdiction relating to the insolvency of debtors.

       

      (c) The
guarantee contained in this Section 11 shall remain in full force and effect
until such time as the Foreign Borrower Obligations (other than contingent
indemnification obligations) shall have been paid in full, the Commitments have
been terminated and no Letters of Credit shall be outstanding, notwithstanding
that from time to time during the term of this Agreement any Borrower may be
free from any obligations; provided that at such
time as the Foreign Borrower Obligations (other than contingent indemnification
obligations) shall have been paid in full, the Commitments have been terminated
and no Letters of Credit shall be outstanding, the guarantee and all obligations
(other than those expressly stated to survive such termination) of the Parent
Borrower under this Section 11 shall terminate, all without delivery of any
instrument or performance of any act by any Person.

       

      (d) No payment
made by any Borrower or any other Person or received or collected by the
Administrative Agent or any Lender from any Borrower or any other Person by
virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Foreign Borrower Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of the Parent Borrower hereunder which shall,
notwithstanding any such payment (other than any payment made by the Parent
Borrower in respect of the Foreign Borrower Obligations or any payment received
or collected from the Parent Borrower in respect of the Foreign Borrower
Obligations), remain liable for the Foreign Borrower Obligations until such time
as the Foreign Borrower Obligations (other than contingent indemnification
obligations) shall have been paid in full, the Commitments have been terminated
and no Letters of Credit shall be outstanding.

       

      11.2 No
Subrogation.  Notwithstanding
any payment made by the Parent Borrower hereunder or any set-off or application
of funds of the Parent Borrower by the Administrative Agent or any Lender, the
Parent Borrower shall not be entitled to be subrogated to any of the rights of
the Administrative Agent or any Lender against any Foreign Subsidiary Borrower
or right of offset held by the Administrative Agent or any Lender for the
payment of the Foreign Borrower Obligations, nor shall the Parent Borrower seek
or be entitled to seek any contribution or reimbursement from any Foreign
Subsidiary Borrower in respect of payments made by the Parent Borrower
hereunder, until, in each case, Loans, the Reimbursement Obligations and the
other obligations under the Loan Documents (other than contingent
indemnification obligations) shall have been paid in full, the Commitments have
been terminated and no Letters of Credit shall be outstanding.  If any
amount shall be paid to the Parent Borrower on account of such subrogation
rights at any time when all of the Foreign Borrower Obligations (other than
contingent indemnification obligations) shall not have been paid in full, such
amount shall be held by the Parent Borrower in trust for the Administrative
Agent and the Lenders, segregated from other funds of the Parent Borrower, and
shall, forthwith upon receipt by the Parent Borrower, be turned over to the
Administrative Agent in the exact form received by the Parent Borrower (duly
indorsed by the Parent Borrower to the Administrative Agent, if required), to be
applied against the Foreign Borrower Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine.

       

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

       

      11.3 Amendments, etc. with
respect to the Foreign Borrower Obligations.  The
Parent Borrower shall remain obligated hereunder notwithstanding that, without
any reservation of rights against the Parent Borrower and without notice to or
further assent by the Parent Borrower, any demand for payment of any of the
Foreign Borrower Obligations made by the Administrative Agent or any Lender may
be rescinded by the Administrative Agent or such Lender and any of the Foreign
Borrower Obligations continued, and the Foreign Borrower Obligations, or the
liability of any other Person upon or for any part thereof, or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender, and this Agreement and the other Loan Documents and any other documents
executed and delivered in connection herewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or
the Required Lenders or all Lenders, as the case may be) may deem advisable from
time to time, and any guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Foreign Borrower
Obligations may be sold, exchanged, waived, surrendered or
released.    

       

      11.4 Guarantee Absolute and
Unconditional.  To
the fullest extent permitted by law, the Parent Borrower waives any and all
notice of the creation, renewal, extension or accrual of any of the Foreign
Borrower Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon the guarantee contained in this Section 11 or
acceptance of the guarantee contained in this Section 11; the Foreign Borrower
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon the guarantee contained in this Section 11; and all dealings between the
Foreign Subsidiary Borrowers, on the one hand, and the Administrative Agent and
the Lenders, on the other hand, likewise shall be conclusively presumed to have
been had or consummated in reliance upon the guarantee contained in this Section
11.  The Parent Borrower waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon any Foreign
Subsidiary Borrower with respect to the Foreign Borrower
Obligations.  The Parent Borrower understands and agrees that, to the
fullest extent permitted by law, the guarantee contained in this Section 11
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of this Agreement
or any other Loan Document, any of the Foreign Borrower Obligations or any other
guarantee or right of offset with respect thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by any Foreign Subsidiary Borrower or any
other Person against the Administrative Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of any Foreign
Subsidiary Borrower or the Parent Borrower as guarantor hereunder) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of any Foreign Subsidiary Borrower for the Foreign Borrower
Obligations, or of the Parent Borrower under the guarantee contained in this
Section 11, in bankruptcy or in any other instance.  When making any
demand hereunder or otherwise pursuing its rights and remedies hereunder against
the Parent Borrower, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on or otherwise pursue such rights
and remedies as it may have against any other Person (including by way of any
right of offset), and any failure by the Administrative Agent or any Lender to
make any such demand, to pursue such other rights or remedies or to collect any
payments from any other Person or to exercise any such right of offset, or any
release of any other Person or failure to exercise any such right of offset,
shall not relieve the Parent Borrower of any obligation or liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent or any Lender
against the Parent Borrower.  For the purposes hereof “demand” shall
include the commencement and continuance of any legal proceedings.

       

      11.5 Reinstatement.  The
guarantee contained in this Section 11 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the 

       

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

       

      Foreign
Borrower Obligations is rescinded or must otherwise be restored or returned by
the Administrative Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Foreign Subsidiary Borrower,
or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, any Foreign Subsidiary
Borrower or any substantial part of its property, or otherwise, all as though
such payments had not been made.

       

      11.6 Payments.  The
Parent Borrower hereby guarantees that payments hereunder will be paid to the
Administrative Agent without set-off or counterclaim in Dollars at the Funding
Office.

       

       

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

       

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

       

      


      
        
          	 	
                  ROPER
      INDUSTRIES, INC., as Parent Borrower

                	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/ David B. Liner	 
	 	 	Name:
      David B. Liner	 
	 	 	Title:
      Vice President, General Counsel and Secretary	 


        

      

       

      
        


        
          
            	 	
                    
                      ROPER
      INDUSTRIES LIMITED, as Foreign Subsidiary Borrower

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ David B. Liner	 
	 	 	Name:
      David B. Liner	 
	 	 	Title:
      Director	 


          

        

         

        
          


          
            
              	 	
                      
                        ROPER
      HOLDINGS LIMITED, as Foreign Subsidiary Borrower

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ David B. Liner	 
	 	 	Name:
      David B. Liner	 
	 	 	Title:
      Director	 


            

          

           

          
            


            
              
                	 	
                        JPMORGAN
      CHASE BANK, N.A., as Administrative Agent and as a Lender

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Antje B. Focke	 
	 	 	Name:
      Antje B. Focke	 
	 	 	Title:
      Vice President	 


              

            

             

            
              


              
                
                  	 	
                          
                            WACHOVIA
      BANK, NATIONAL ASSOCIATION, as a Lender

                          

                        	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ C. Jeffrey Seaton	 
	 	 	Name:
      C. Jeffrey Seaton	 
	 	 	Title:
      Managing Director	 


                

                 

                 

                
                  
                    
                    

                  

                  
                    68

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                
                   

                  
                    


                    
                      
                        	 	
                                
                                  J.P.
      Morgan Europe Limited, as a Lender

                                

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/ Kathryn Jepson	 
	 	 	Name:
      Kathryn Jepson	 
	 	 	Title:
      Vice President	 


                      

                       

                      
                        


                        
                          
                            	 	
                                    
                                      BANK
      OF AMERICA, N.A., as a Lender

                                    

                                  	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	/s/ R. Shawn Janko	 
	 	 	Name:
      R. Shawn Janko	 
	 	 	Title:
      Senior Vice President	 


                          

                           

                          
                            
                              


                              
                                
                                  	 	
                                          
                                            BNP
      PARIBAS, as a Lender

                                          

                                        	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	/s/ Shayn March	 
	 	 	Name:
      Shayn March	 
	 	 	Title:
      Managing Director	 


                                

                                 

                                
                                  
                                    


                                    
                                      
                                        	
                                                 

                                              	
                                                By:
      

                                              	/s/ Simone Vinocour	 
	 	 	Name:
      Simone Vinocour	 
	 	 	Title:
      Director	 


                                      

                                       

                                      
                                        


                                        
                                          
                                            	 	
                                                    
                                                      BANK
      OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, as a Documentation Agent and
      as a Lender

                                                    

                                                  	 
	 	 	 	 
	
                                                     

                                                  	
                                                    By:
      

                                                  	/s/ Kenneth Egusa	 
	 	 	Name:
      Kenneth Egusa	 
	 	 	Title:
      Vice President	 


                                          

                                           

                                          
                                            
                                              


                                              
                                                
                                                  	 	
                                                          
                                                            SunTrust
      Bank, as a Lender

                                                          

                                                        	 
	 	 	 	 
	
                                                           

                                                        	
                                                          By:
      

                                                        	/s/ Steven Deily	 
	 	 	Name:
      Steven Deily	 
	 	 	Title:
      Managing Director	 


                                                

                                                 

                                                 

                                                
                                                  
                                                    
                                                    

                                                  

                                                  
                                                    69

                                                    
                                                      

                                                    

                                                  

                                                  
                                                    
                                                    

                                                  

                                                

                                                
                                                  
                                                    


                                                    
                                                      
                                                        	 	
                                                                
                                                                  COMMERZBANK
      AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
      a Lender

                                                                

                                                              	 
	 	 	 	 
	
                                                                 

                                                              	
                                                                By:
      

                                                              	/s/ Edward C.A. Forsberg, Jr.	 
	 	 	Name:
      Edward C.A. Forsberg, Jr.	 
	 	 	Title:
      SVP and Manager	 


                                                      

                                                       

                                                      
                                                        
                                                          
                                                            


                                                            
                                                              
                                                                	
                                                                         

                                                                      	
                                                                        By:
      

                                                                      	/s/ Nivedita Persaud	 
	 	 	Name:
      Nivedita Persaud	 
	 	 	Title:
      Vice President	 


                                                              

                                                               



                                                          

                                                          
                                                            
                                                              	 	
                                                                      
                                                                        Mizuho
      Corporate Bank (USA), as a Lender

                                                                      

                                                                    	 
	 	 	 	 
	
                                                                       

                                                                    	
                                                                      By:
      

                                                                    	/s/ Hidekatsu Take	 
	 	 	Name:
      Hidekatsu Take	 
	 	 	Title:
      Deputy General Manager	 


                                                            

                                                             

                                                            

                                                              
                                                                
                                                                  	 	
                                                                          
                                                                            The
      Bank of Nova Scotia, as a Lender

                                                                          

                                                                        	 
	 	 	 	 
	
                                                                           

                                                                        	
                                                                          By:
      

                                                                        	/s/ Annabella Guo	 
	 	 	Name:
      Annabella Guo	 
	 	 	Title:
      Director	 


                                                                

                                                                 

                                                                

                                                                  
                                                                    
                                                                      	 	
                                                                              
                                                                                Scotiabanc
      Inc., as a Lender

                                                                              

                                                                            	 
	 	 	 	 
	
                                                                               

                                                                            	
                                                                              By:
      

                                                                            	/s/ J.F. Todd	 
	 	 	Name:
      J.F. Todd	 
	 	 	Title:
      Managing Director	 
	 	 	 	 


                                                                    

                                                                     

                                                                    

                                                                      
                                                                        
                                                                          	 	
                                                                                  
                                                                                    BAYERISCHE
      HYPO- UND VEREINSBANK AG, New York Branch, as
      a Lender

                                                                                  

                                                                                	 
	 	 	 	 
	
                                                                                   

                                                                                	
                                                                                  By:
      

                                                                                	/s/ Ken Hamilton	 
	 	 	Name:
      Ken Hamilton	 
	 	 	Title:
      Director	 


                                                                        

                                                                         

                                                                        
                                                                          


                                                                          
                                                                            
                                                                              	
                                                                                       

                                                                                    	
                                                                                      By:
      

                                                                                    	/s/ Richard Cordover	 
	 	 	Name:
      Richard Cordover	 
	 	 	Title:
      Director	 


                                                                            

                                                                             

                                                                          

                                                                        

                                                                         

                                                                        
                                                                          
                                                                            
                                                                            

                                                                          

                                                                          
                                                                            70

                                                                            
                                                                              

                                                                            

                                                                          

                                                                          
                                                                            
                                                                            

                                                                          

                                                                        

                                                                        

                                                                          
                                                                            
                                                                              	 	
                                                                                      
                                                                                        KEYBANK
      NATIONAL ASSOCIATION, as a Lender

                                                                                      

                                                                                    	 
	 	 	 	 
	
                                                                                       

                                                                                    	
                                                                                      By:
      

                                                                                    	/s/ Marcel Fournier	 
	 	 	Name:
      Marcel Fournier	 
	 	 	Title:
      Vice President	 


                                                                            

                                                                             

                                                                            

                                                                              
                                                                                
                                                                                  	 	
                                                                                          
                                                                                            ROYAL
      BANK OF CANADA, as a Lender

                                                                                          

                                                                                        	 
	 	 	 	 
	
                                                                                           

                                                                                        	
                                                                                          By:
      

                                                                                        	/s/ Dustin Craven	 
	 	 	Name:
      Dustin Craven	 
	 	 	Title:
      Attorney-in-Fact	 


                                                                                

                                                                                 

                                                                                 

                                                                                
                                                                                  
                                                                                    
                                                                                      	 	
                                                                                              
                                                                                                The
      Governor and Company of the Bank of Ireland, as
      a Lender

                                                                                              

                                                                                            	 
	 	 	 	 
	
                                                                                               

                                                                                            	
                                                                                              By:
      

                                                                                            	/s/ Elaine Crowley	 
	 	 	Name:
      Elaine Crowley	 
	 	 	Title:
      Authorised Signatory	 


                                                                                    

                                                                                     

                                                                                    
                                                                                      
                                                                                        


                                                                                        
                                                                                          
                                                                                            	
                                                                                                     

                                                                                                  	
                                                                                                    By:
      

                                                                                                  	/s/ Emer Dalton	 
	 	 	Name:
      Emer Dalton	 
	 	 	Title:
      Authorised Signatory	 


                                                                                          

                                                                                           

                                                                                        

                                                                                      

                                                                                    

                                                                                    

                                                                                      
                                                                                        
                                                                                          	 	
                                                                                                  
                                                                                                    Wells
      Fargo Bank, National Association, as
    a Lender

                                                                                                  

                                                                                                	 
	 	 	 	 
	
                                                                                                   

                                                                                                	
                                                                                                  By:
      

                                                                                                	/s/ Kevin Combs	 
	 	 	Name:
      Kevin Combs	 
	 	 	Title:
      Senior Vice President	 


                                                                                        

                                                                                         

                                                                                        

                                                                                          
                                                                                            
                                                                                              	 	
                                                                                                      
                                                                                                        ALLIED
      IRISH BANKS, p.l.c, as a Lender

                                                                                                      

                                                                                                    	 
	 	 	 	 
	
                                                                                                       

                                                                                                    	
                                                                                                      By:
      

                                                                                                    	/s/ Roisin O'Connell	 
	 	 	Name:
      Roisin O'Connell	 
	 	 	Title:
      Vice President	 


                                                                                            

                                                                                             

                                                                                            
                                                                                              
                                                                                                


                                                                                                
                                                                                                  
                                                                                                    	
                                                                                                             

                                                                                                          	
                                                                                                            By:
      

                                                                                                          	/s/ Joseph Augustini	 
	 	 	Name:
      Joseph Augustini	 
	 	 	Title:
      Senior Vice President	 


                                                                                                  

                                                                                                   

                                                                                                

                                                                                              

                                                                                            

                                                                                            

                                                                                              
                                                                                                
                                                                                                  	 	
                                                                                                          
                                                                                                            Bank
      of China, New York Branch, as a Lender

                                                                                                          

                                                                                                        	 
	 	 	 	 
	
                                                                                                           

                                                                                                        	
                                                                                                          By:
      

                                                                                                        	/s/ Xiaojing Li	 
	 	 	Name:
      Xiaojing Li	 
	 	 	Title:
      General Manager	 


                                                                                                

                                                                                                 

                                                                                                 

                                                                                                
                                                                                                  
                                                                                                    
                                                                                                    

                                                                                                  

                                                                                                  
                                                                                                    71

                                                                                                    
                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                  
                                                                                                    
                                                                                                    

                                                                                                  

                                                                                                

                                                                                                

                                                                                                  
                                                                                                    
                                                                                                      	 	
                                                                                                              
                                                                                                                Compass
      Bank, as a Lender

                                                                                                              

                                                                                                            	 
	 	 	 	 
	
                                                                                                               

                                                                                                            	
                                                                                                              By:
      

                                                                                                            	/s/ W. Brad Davis	 
	 	 	Name:
      W. Brad Davis	 
	 	 	Title:
      Vice President	 


                                                                                                    

                                                                                                     

                                                                                                    

                                                                                                      
                                                                                                        
                                                                                                          	 	
                                                                                                                  
                                                                                                                    
                                                                                                                      Crédit
      Industriel et Commercial, as
a Lender

                                                                                                                    

                                                                                                                  

                                                                                                                	 
	 	 	 	 
	
                                                                                                                   

                                                                                                                	
                                                                                                                  By:
      

                                                                                                                	/s/ Brian O'Leary	 
	 	 	Name:
      Brian O'Leary	 
	 	 	Title:
      Managing Director	 


                                                                                                        

                                                                                                         

                                                                                                        
                                                                                                          
                                                                                                            


                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                         

                                                                                                                      	
                                                                                                                        By:
      

                                                                                                                      	/s/ Marcus Edward	 
	 	 	Name:
      Marcus Edward	 
	 	 	Title:
      Managing Director	 


                                                                                                              

                                                                                                               

                                                                                                              

                                                                                                                
                                                                                                                  
                                                                                                                    	 	
                                                                                                                            
                                                                                                                              DEUTSCHE
      BANK AG NEW YORK BRANCH, as a Lender

                                                                                                                            

                                                                                                                          	 
	 	 	 	 
	
                                                                                                                             

                                                                                                                          	
                                                                                                                            By:
      

                                                                                                                          	/s/ Heidi Sandquist	 
	 	 	Name:
      Heidi Sandquist	 
	 	 	Title:
      Vice President	 


                                                                                                                  

                                                                                                                   

                                                                                                                  
                                                                                                                    


                                                                                                                    
                                                                                                                      
                                                                                                                        	
                                                                                                                                 

                                                                                                                              	
                                                                                                                                By:
      

                                                                                                                              	/s/ Ming K. Chu	 
	 	 	Name:
      Ming K. Chu	 
	 	 	Title:
      Vice President	 


                                                                                                                      

                                                                                                                       

                                                                                                                    

                                                                                                                  

                                                                                                                  

                                                                                                                    
                                                                                                                      
                                                                                                                        	 	
                                                                                                                                
                                                                                                                                  Union
      Bank of California, N.A., as a Lender

                                                                                                                                

                                                                                                                              	 
	 	 	 	 
	
                                                                                                                                 

                                                                                                                              	
                                                                                                                                By:
      

                                                                                                                              	/s/ David Thurber	 
	 	 	Name:
      David Thurber	 
	 	 	Title:
      Vice President	 


                                                                                                                      

                                                                                                                       

                                                                                                                      

                                                                                                                        
                                                                                                                          
                                                                                                                            	 	
                                                                                                                                    
                                                                                                                                      UNITED
      OVERSEAS BANK LIMITED, NEW YORK AGENCY, as
      a Lender

                                                                                                                                    

                                                                                                                                  	 
	 	 	 	 
	
                                                                                                                                     

                                                                                                                                  	
                                                                                                                                    By:
      

                                                                                                                                  	/s/ George Lim	 
	 	 	Name:
      George Lim	 
	 	 	Title:
      Senior Vice President & General Manager	 


                                                                                                                          

                                                                                                                           

                                                                                                                          
                                                                                                                            
                                                                                                                              


                                                                                                                              
                                                                                                                                
                                                                                                                                  	
                                                                                                                                           

                                                                                                                                        	
                                                                                                                                          By:
      

                                                                                                                                        	/s/ Mario Sheng	 
	 	 	Name:
      Mario Sheng	 
	 	 	Title:
      Assistant Vice President	 


                                                                                                                                

                                                                                                                                 

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                           

                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                	 	
                                                                                                                                        
                                                                                                                                          Comerica
      Bank, as a Lender

                                                                                                                                        

                                                                                                                                      	 
	 	 	 	 
	
                                                                                                                                         

                                                                                                                                      	
                                                                                                                                        By:
      

                                                                                                                                      	/s/ Gerald R. Finney, Jr.	 
	 	 	Name:
      Gerald R. Finney, Jr.	 
	 	 	Title:
      Vice President	 


                                                                                                                              

                                                                                                                               

                                                                                                                              

                                                                                                                                
                                                                                                                                  
                                                                                                                                    	 	
                                                                                                                                            
                                                                                                                                              THE
      NORTHERN TRUST COMPANY, as a Lender

                                                                                                                                            

                                                                                                                                          	 
	 	 	 	 
	
                                                                                                                                             

                                                                                                                                          	
                                                                                                                                            By:
      

                                                                                                                                          	/s/ Rick J. Gomez	 
	 	 	Name:
      Rick J. Gomez	 
	 	 	Title:
      Second Vice President	 


                                                                                                                                  

                                                                                                                                   

                                                                                                                                   

                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                      

                                                                                                                                    

                                                                                                                                    
                                                                                                                                      72

                                                                                                                                      
                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                    
                                                                                                                                      
                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                  

                                                                                                                                    
                                                                                                                                      
                                                                                                                                        	 	
                                                                                                                                                
                                                                                                                                                  CHANG
      HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as
      a Lender

                                                                                                                                                

                                                                                                                                              	 
	 	 	 	 
	
                                                                                                                                                 

                                                                                                                                              	
                                                                                                                                                By:
      

                                                                                                                                              	/s/ Jim C.Y. Chen	 
	 	 	Name:
      Jim C.Y. Chen	 
	 	 	Title:
      Vice President & General Manager	 


                                                                                                                                      

                                                                                                                                       

                                                                                                                                      
                                                                                                                                        

                                                                                                                                          
                                                                                                                                            
                                                                                                                                              	 	
                                                                                                                                                      
                                                                                                                                                        E.Sun
      Commercial Bank, Ltd., Los Angeles Branch, as
      a Lender

                                                                                                                                                      

                                                                                                                                                    	 
	 	 	 	 
	
                                                                                                                                                       

                                                                                                                                                    	
                                                                                                                                                      By:
      

                                                                                                                                                    	/s/ Benjamin Lin	 
	 	 	Name:
      Benjamin Lin	 
	 	 	Title:
      Executive Vice President & General Manager	 


                                                                                                                                            

                                                                                                                                             

                                                                                                                                            
                                                                                                                                              

                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    	 	
                                                                                                                                                            
                                                                                                                                                              First
      Commercial Bank New York Agency, as
    a Lender

                                                                                                                                                            

                                                                                                                                                          	 
	 	 	 	 
	
                                                                                                                                                             

                                                                                                                                                          	
                                                                                                                                                            By:
      

                                                                                                                                                          	/s/ Yu-Mei Hsiao	 
	 	 	Name:
      Yu-Mei Hsiao	 
	 	 	Title:
      Assistant General Manager	 


                                                                                                                                                  

                                                                                                                                                   

                                                                                                                                                  
                                                                                                                                                    

                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          	 	
                                                                                                                                                                  
                                                                                                                                                                    Mega
      International Commercial Bank Co., Ltd., New York Branch, as
      a Lender

                                                                                                                                                                  

                                                                                                                                                                	 
	 	 	 	 
	
                                                                                                                                                                   

                                                                                                                                                                	
                                                                                                                                                                  By:
      

                                                                                                                                                                	/s/ Tsang-Pei Hsu	 
	 	 	Name:
      Tsang-Pei Hsu	 
	 	 	Title:
      VP & DGM	 


                                                                                                                                                        

                                                                                                                                                         

                                                                                                                                                        
                                                                                                                                                          

                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                	 	
                                                                                                                                                                        
                                                                                                                                                                          BANK
      LEUMI USA, as a Lender

                                                                                                                                                                        

                                                                                                                                                                      	 
	 	 	 	 
	
                                                                                                                                                                         

                                                                                                                                                                      	
                                                                                                                                                                        By:
      

                                                                                                                                                                      	/s/ Joung Hee Hong	 
	 	 	Name:
      Joung Hee Hong	 
	 	 	Title:
      First Vice President	 


                                                                                                                                                              

                                                                                                                                                               

                                                                                                                                                              
                                                                                                                                                                

                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      	 	
                                                                                                                                                                              
                                                                                                                                                                                HUA
      NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY, as
      a Lender

                                                                                                                                                                              

                                                                                                                                                                            	 
	 	 	 	 
	
                                                                                                                                                                               

                                                                                                                                                                            	
                                                                                                                                                                              By:
      

                                                                                                                                                                            	/s/ Henry Hsieh	 
	 	 	Name:
      Henry Hsieh	 
	 	 	Title:
      Assistant Vice President	 


                                                                                                                                                                    

                                                                                                                                                                     

                                                                                                                                                                    
                                                                                                                                                                      

                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            	 	
                                                                                                                                                                                    
                                                                                                                                                                                      Taipei
      Fubon Commercial Bank, New York Agency, as
      a Lender

                                                                                                                                                                                    

                                                                                                                                                                                  	 
	 	 	 	 
	
                                                                                                                                                                                     

                                                                                                                                                                                  	
                                                                                                                                                                                    By:
      

                                                                                                                                                                                  	/s/ Sophia Jing	 
	 	 	Name:
      Sophia Jing	 
	 	 	Title:
      FVP & General Manager	 
	 	 	 	 


                                                                                                                                                                          

                                                                                                                                                                           

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                 

                73