EX-10.1






$100,000,000




CREDIT AGREEMENT




among




LIONBRIDGE TECHNOLOGIES, INC.,




as the Company, Borrower and Foreign Guarantor,




THE MATERIAL DOMESTIC SUBSIDIARIES OF THE BORROWER




FROM TIME TO TIME PARTIES HERETO,




as US Guarantors,




THE LENDERS PARTIES HERETO,




HSBC BANK USA, NATIONAL ASSOCIATION




as a Lender, Administrative Agent, Sole Lead Arranger and Sole Book Runner,




and




WACHOVIA BANK, NATIONAL ASSOCIATION




and




JPMORGAN CHASE BANK, N.A.




as Lenders and as Co-Syndication Agents




1




Dated as of December 21, 2006

TABLE OF CONTENTS




	 	 	 
	Article I. DEFINITIONS AND OTHER PROVISIONS

	 
	 	 
	Section 1.1

Section 1.2

Section 1.3

Section 1.4

Section 1.5

	 	Defined Terms.

Other Definitional Provisions.

Accounting Terms.

Resolution of Drafting Ambiguities.

Exchange Rates; Currency Equivalents.







	 	 	 	Section 1.6 Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts.





	 	 	 
	Article II. THE LOANS; AMOUNT AND TERMS

	 
	 	 
	Section 2.1

Section 2.2

Section 2.3

Section 2.4

Section 2.5

Section 2.6

Section 2.7

Section 2.8

Section 2.9

Section 2.10

Section 2.11

Section 2.12

Section 2.13

Section 2.14

Section 2.15

Section 2.16

Section 2.17

Section 2.18

Section 2.19

Section 2.20

Section 2.21

	 	Revolving Loans.

Letter of Credit Subfacility.

Swingline Loan Subfacility.

Increase in Facility.

Fees.

Commitment Reductions.

Prepayments.

Lending Offices.

Default Rate.

Conversion Options.

Computation of Interest and Fees; Usury.

Pro Rata Treatment and Payments.

Non Receipt of Funds by the Administrative Agent.

Inability to Determine Interest Rate.

Illegality.

Requirements of Law.

Indemnity.

Taxes.

Indemnification; Nature of Issuing Lender’s Duties.

Replacement of Lenders.

Obligations of Borrowers






	 	 	 
	Article III. REPRESENTATIONS AND WARRANTIES

	 
	 	 
	Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 3.6

Section 3.7

Section 3.8

Section 3.9

Section 3.10

Section 3.11

Section 3.12

Section 3.13

Section 3.14

Section 3.15

Section 3.16

Section 3.17

Section 3.18

Section 3.19

Section 3.20

Section 3.21

Section 3.22

Section 3.23

Section 3.24

Section 3.25

Section 3.26

Section 3.27

Section 3.28

Section 3.29

Section 3.30

	 	Financial Condition.

No Change.

Corporate Existence; Compliance with Law.

Corporate Power; Authorization; Enforceable Obligations.

No Legal Bar; No Default.

No Material Litigation.

Investment Company Act/Public Utility Holding Company Act.

Margin Regulations.

ERISA.

Environmental Matters.

Purpose of Loans.

Subsidiaries.

Ownership.

Indebtedness.

Taxes.

Intellectual Property.

Solvency.

Investments.

Location of Collateral.

No Burdensome Restrictions.

Brokers’ Fees.

Labor Matters.

Security Documents.

Accuracy and Completeness of Information.

Material Contracts.

Insurance.

Anti-Terrorism Laws.

Compliance with OFAC Rules and Regulations.

Directors; Capitalization.

Compliance with FCPA.






	 	 	 
	Article IV. CLOSING CONDITIONS

	 
	 	 
	Section 4.1

Section 4.2

	 	Conditions to Closing Date and Initial Revolving Loans.

Conditions to All Extensions of Credit.






	 	 	 
	Article V. AFFIRMATIVE COVENANTS

	 
	 	 
	Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

Section 5.7

Section 5.8

Section 5.9

Section 5.10

Section 5.11

Section 5.12

Section 5.13

Section 5.14

Section 5.15

Section 5.16

	 	Financial Statements.

Certificates; Other Information.

Payment of Taxes.

Conduct of Business and Maintenance of Existence.

Maintenance of Property; Insurance.

Inspection of Property; Books and Records; Discussions.

Notices.

Environmental Laws.

Financial Covenants.

Additional Subsidiary Guarantors.

Compliance with Law.

Pledged Assets.

Covenants Regarding Patents, Trademarks and Copyrights.

Deposit Accounts.

Further Assurances

Post-Closing Conditions for Foreign Borrowing.






	 	 	 
	Article VI. NEGATIVE COVENANTS

	 
	 	 
	Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

Section 6.6

Section 6.7

Section 6.8

Section 6.9

Section 6.10

Section 6.11

Section 6.12

Section 6.13

Section 6.14

	 	Indebtedness.

Liens.

Nature of Business.

Consolidation, Merger, Sale or Purchase of Assets, etc.

Advances, Investments and Loans.

Transactions with Affiliates.

Ownership of Subsidiaries; Restrictions.

Corporate Changes.

Limitation on Restricted Actions.

Restricted Payments.

Amendment of Subordinated Debt.

Sale Leasebacks.

No Further Negative Pledges.

Operating Leases.






	 	 	 
	Article VII. EVENTS OF DEFAULT

	 
	 	 
	Section 7.1

Section 7.2

	 	Events of Default.

Acceleration; Remedies.






	 	 	 
	Article VIII. THE AGENT

Section 8.1

Section 8.2

Section 8.3

Section 8.4

Section 8.5

Section 8.6

Section 8.7

Section 8.8

Section 8.9

Section 8.10

Section 8.11

	 	

Appointment.

Delegation of Duties.

Exculpatory Provisions.

Reliance by Administrative Agent.

Notice of Default.

Non Reliance on Administrative Agent and Other Lenders.

Indemnification.

Administrative Agent in Its Individual Capacity.

Successor Administrative Agent.

Nature of Duties.

Releases.






	 	 	 
	Article IX. MISCELLANEOUS

	 
	 	 
	Section 9.1

Section 9.2

Section 9.3

Section 9.4

Section 9.5

Section 9.6

Section 9.7

Section 9.8

Section 9.9

Section 9.10

Section 9.11

Section 9.12

Section 9.13

Section 9.14

Section 9.15

Section 9.16

Section 9.17

Section 9.18

Section 9.19

Section 9.20

Section 9.21

	 	Amendments, Waivers and Release of Collateral.

Notices.

No Waiver; Cumulative Remedies.

Survival of Representations and Warranties.

Payment of Expenses and Taxes.

Successors and Assigns; Participations; Purchasing Lenders.

Adjustments; Set off.

Table of Contents and Section Headings.

Counterparts.

Effectiveness.

Severability.

Integration.

Governing Law.

Consent to Jurisdiction and Service of Process.

Confidentiality.

Acknowledgments.

Waivers of Jury Trial; Waiver of Consequential Damages.

Patriot Act Notice

Release of Collateral.

Judgment Currency.

Foreign Subsidiary Restructuring.






	 	 	 
	Article X. US GUARANTY

Section 10.1

Section 10.2

Section 10.3

Section 10.4

Section 10.5

Section 10.6

Section 10.7

Section 10.8

Section 10.9

	 	

The US Guaranty.

Bankruptcy.

Nature of Liability

Independent Obligation

Authorization

Reliance

Waiver

Limitation on Enforcement

Confirmation of Payment






Article XI. FOREIGN GUARANTY; JOINT AND SEVERAL LIABILITY OF FOREIGN BORROWERS



	 	 	 
	Section 11.1The Foreign Guaranty

Section 11.2Bankruptcy

Section 11.3Nature of Liability

Section 11.4Independent Obligation

Section 11.5Authorization

Section 11.6Reliance

Section 11.7Waiver

Section 11.8Limitation on Enforcement

Section 11.9Confirmation of Payment

	 	

















	 
	 	 






2




	 	 	 
	 
	 	 
	Schedules

	 	

	 

	 	

	Schedule 1.1-1

Schedule 1.1-2

Schedule 1.1-3

Schedule 1.1-4

Schedule 1.1-5

Schedule 2.1(b)(i)

Schedule 2.1(e)

Schedule 2.3(d)

Schedule 2.10

Schedule 3.3

Schedule 3.12

Schedule 3.16

Schedule 3.19(a)

Schedule 3.19(b)

Schedule 3.19(c)

Schedule 3.22

Schedule 3.25

Schedule 3.26

Schedule 3.29

Schedule 4.1(b)

Schedule 4.1(j)

Schedule 4.1(u)

Schedule 5.10

Schedule 6.1(b)

Schedule 9.6(c)

	 	Account Designation Letter

Permitted Liens

Consolidated EBITDA

Existing Letters of Credit

Corporate Investment Policy

Form of Notice of Borrowing

Form of Revolving Note

Form of Swingline Note

Form of Notice of Conversion/Extension

Jurisdictions of Organization/Qualification

Subsidiaries

Intellectual Property

Location of Real Property

Location of Collateral

Chief Executive Offices/Principal Place of Business

Labor Matters

Material Contracts

Insurance

Board of Directors; Capitalization

Form of Secretary’s Certificate

Form of Solvency Certificate

Sources and Uses

Form of Joinder Agreement

Indebtedness

Form of Assignment Agreement






3



This CREDIT AGREEMENT, dated as of December 21, 2006, is by and among LIONBRIDGE TECHNOLOGIES,
INC., a Delaware corporation (the “Company” and, together with the Foreign Borrower, the
“Borrowers”, and each individually a “Borrower”), those Material Domestic Subsidiaries of the
Company identified as “US Guarantors” on the signature pages hereto and such other Material
Domestic Subsidiaries of the Company as may from time to time become a party hereto (each a “US
Guarantor” and collectively, the “US Guarantors”), the several banks and other financial
institutions as may from time to time become parties to this Credit Agreement (the “Lenders” and
each a “Lender”), HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as a Lender,
administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), sole
lead arranger and sole book runner, and WACHOVIA BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE
BANK, N.A., as Co-Syndication Agents.



W I T N E S S E T H:




WHEREAS, the Borrowers have requested that the Lenders make loans and other financial
accommodations to the Borrowers in the amount of $100,000,000, as more particularly described
herein;



WHEREAS, the Lenders have agreed to make such loans and other financial accommodations to the
Borrowers on the terms and conditions contained herein; and



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the parties hereto hereby agree as follows:



ARTICLE I.




DEFINITIONS AND OTHER PROVISIONS




Section 1.1 Defined Terms.



As used in this Credit Agreement, terms defined in the preamble to this Credit Agreement have
the meanings therein indicated, and the following terms have the following meanings:



“Accessible Borrowing Availability” shall mean, as of any date of determination, the
amount that the Borrowers are able to borrow on such date under the Revolving Committed Amount
without a Default or Event of Default occurring or existing after giving pro forma effect to such
borrowing.



“Account Designation Letter” shall mean the Notice of Account Designation Letter dated
as of the Closing Date from the Company to the Administrative Agent substantially in the form
attached hereto as Schedule 1.1-1.



“Acquisition” shall mean the acquisition of all of the capital stock of the Bowne
Global Solutions division of Bowne & Co., Inc. by the Company pursuant to that certain Merger
Agreement, dated as of June 27, 2006, by and among the Company and Bowne & Co., Inc., a Delaware
corporation, and Bowne of New York, LLC, a Delaware limited liability company.



“Additional Credit Party” shall mean each Person that becomes a US Guarantor by
execution of a Joinder Agreement in accordance with Section 5.10.



“Administrative Agent” shall have the meaning set forth in the first paragraph of this
Credit Agreement and any successors and/or assigns in such capacity.



“Administrative Agent’s Office” shall mean, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth in Section 9.2 with
respect to such currency, or such other address or account with respect to such currency as the
Administrative Agent may from time to time notify to the Company and the Lenders.



“Administrative Details Form” shall mean, with respect to any Lender, a document
containing such Lender’s contact information for purposes of notices provided under this Credit
Agreement and account details for purposes of payments made to such Lender under this Credit
Agreement.



“Affected Lender” shall have the meaning set forth in Section 2.15(a).



“Affiliate” shall mean 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 be “controlled by” a Person if such Person
possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such Person or (b) to direct or cause the
direction of the management and policies of such Person whether by contract or otherwise.



“Alternate Base Rate” shall mean, for any day, a rate per annum 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%. For purposes hereof: “Prime Rate” shall mean, at any time, the rate of
interest per annum publicly announced from time to time by HSBC at its principal office in New
York, NY as its prime rate. Each change in the Prime Rate shall be effective as of the opening of
business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the
rate announced publicly by HSBC as its Prime Rate is an index or base rate and shall not
necessarily be its lowest or best rate charged to its customers or other banks; and “Federal Funds
Effective Rate” shall mean, 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 on the next succeeding Business Day, the average of the quotations for the
day of such transactions received by the Administrative Agent from three federal funds brokers of
recognized standing selected by it. If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive in the absence of manifest error) that it is
unable to ascertain the Federal Funds Effective Rate, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the terms above, the
Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this
definition until the circumstances giving rise to such inability no longer exist. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the opening of business on the date of such change.



“Alternate Base Rate Loans” shall mean Loans that bear interest at an interest rate
based on the Alternate Base Rate.



“Applicable Percentage” shall mean, for any day, the rate per annum set forth below
opposite the applicable level then in effect, it being understood that the Applicable Percentage
for (a) Revolving Loans that are LIBOR Rate Loans shall be the percentage set forth under the
column “LIBOR Rate Margin for Revolving Loans and Letter of Credit Fee”, (b) the Letter of Credit
Fee shall be the percentage set forth under the column “LIBOR Rate Margin for Revolving Loans and
Letter of Credit Fee”, (c) Revolving Loans that are Alternate Base Rate Loans shall be the
percentage set forth under the column “Alternate Base Rate Margin for Revolving Loans” and (d) the
Commitment Fee shall be the percentage set forth under the column “Commitment Fee”:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LIBOR Rate Margin	 	 	 	 
	 	 	 	 	 	 	for Revolving Loans	 	Alternate Base Rate	 	 
	 	 	Leverage	 	and Letter of	 	Margin for	 	 
	Level	 	Ratio	 	Credit Fee	 	Revolving Loans	 	Commitment Fee
	I
	 	> 3.00 to 1.0	 	 	2.00	%	 	 	0.00	%	 	 	0.375	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	> 2.50 to 1.0	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	but   < 3.00 to
	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	 	1.0	 	 	 	1.75	%	 	 	0.00	%	 	 	0.375	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	> 1.75 to 1.0	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	but   < 2.50 to
	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	 	1.0	 	 	 	1.50	%	 	 	0.00	%	 	 	0.250	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV
	 	< 1.75 to 1.0	 	 	1.25	%	 	 	0.00	%	 	 	0.175	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






The Applicable Percentage shall, in each case, be determined and adjusted quarterly on
the date five (5) Business Days after the date on which the Administrative Agent has received from
the Company the quarterly and annual financial information and the certifications required to be
delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections
5.1(a), 5.1(b) and 5.2(a) pursuant to which the Company shall notify the Administrative Agent of a
change in the applicable pricing level based on the financial information contained therein (each
an “Interest Determination Date”). Subject to the last sentence of this definition, such
Applicable Percentage shall be effective from such Interest Determination Date until the next such
Interest Determination Date. Notwithstanding the foregoing, (i) the initial Applicable Percentage
for Revolving Loans and Letter of Credit Fees shall be set at Level II until the Interest
Determination Date occurring after the delivery of the officer’s compliance certificate pursuant to
Section 5.2(a) for the quarter ended December 31, 2006 and (ii) the initial Commitment Fee shall be
set at Level II until the Interest Determination Date occurring after the delivery of the officer’s
compliance certificate pursuant to Section 5.2(a) for the quarter ended December 31, 2006. If the
Company shall fail to provide the quarterly and annual financial information and certifications in
accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(a), the Applicable Percentage
shall, on the date five (5) Business Days after the date by which the Company was so required to
provide such financial information and certifications to the Administrative Agent and the Lenders,
be based on Level I until such time as such information and certifications are provided, whereupon
the Level shall be determined by the then current Leverage Ratio.



“Applicable Time” shall mean, with respect to any borrowings and payments in Foreign
Currencies, the local times in the place of settlement for such Foreign Currencies as may be
determined by the Administrative Agent to be necessary for timely settlement on the relevant date
in accordance with normal banking procedures in the place of payment.



“Approved Fund” shall mean, with respect to any Lender, any fund or trust or entity
that invests in commercial bank loans in the ordinary course of business and is advised or managed
by (a) such Lender, (b) an Affiliate of such Lender, (c) any other Lender or any Affiliate thereof
or (d) the same investment advisor as any Person described in clauses (a) – (c).



“Arranger” shall mean HSBC.



“Assignment Agreement” shall mean an Assignment Agreement, substantially in the form
of Schedule 9.6(c).



“Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States
Code, as amended, modified, succeeded or replaced from time to time.



“Bankruptcy Event” shall mean the occurrence of an Event of Default under Section
7.1(e).



“Belgian Property” shall mean the real property located in Belgium and owned by
Lionbridge Belgium BVBA, a company formed under the laws of Belgium, as of the Closing Date.



“Borrower” and “Borrowers” shall have the meaning set forth in the first
paragraph of this Credit Agreement.



“Borrowing Date” shall mean, in respect of any Loan, the date such Loan is made.



“Business” shall have the meaning set forth in Section 3.10(b).



“Business Day” shall mean a day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required by law to close;
provided, however, that (a) when used in connection with a rate determination, borrowing or
payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on
which banks in London, England are not open for dealings in deposits of Dollars or Foreign
Currencies, as applicable, in the London interbank market and (b) when used in connection with a
Foreign Currency Loan, the term “Business Day” shall also exclude any day on which banks are not
open for foreign exchange dealings between banks in the exchange of the home country of such
Foreign Currency.



“Canadian Dollar” shall mean Canadian dollars, the lawful currency of Canada.



“Capital Lease” shall mean any lease of property, real or personal, the obligations
with respect to which are required to be capitalized on a balance sheet of the lessee in accordance
with GAAP.



“Capital Lease Obligations” shall mean the capitalized lease obligations relating to a
Capital Lease determined in accordance with GAAP.



“Capital Stock” shall mean (a) in the case of a corporation or company, capital stock
or shares, (b) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital stock, (c) in the case
of a partnership, partnership interests (whether general or limited), (d) in the case of a limited
liability company, membership interests and (e) 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.



“Change of Control” shall mean at any time the occurrence of any of the following
events: (a) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the
Exchange Act), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities
that such person has the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of 40% or more of the then outstanding Voting
Stock of the Company; or (b) the replacement of a majority of the Board of Directors of the Company
over a two-year period from the directors who constituted the Board of Directors at the beginning
of such period, and such replacements shall not have been approved or nominated by a vote of at
least a majority of the Board of Directors of the Company then still in office who either were
members of such Board of Directors at the beginning of such period or whose election as a member of
such Board of Directors was previously so approved.



“Closing Date” shall mean the date of this Credit Agreement.



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



“Collateral” shall mean a collective reference to the collateral that is identified
in, and at any time will be covered by, the Security Documents, and any other property or assets of
a Credit Party, whether tangible or intangible and whether real or personal, upon which the
Administrative Agent has been granted a Lien.



“Commitment” shall mean the Revolving Commitments, the LOC Commitment and the
Swingline Commitments, individually or collectively, as appropriate.



“Commitment Fee” shall have the meaning set forth in Section 2.5(a).



“Commitment Letter” shall mean the letter agreement dated November 29, 2006 addressed
to the Company from the Administrative Agent and the Arranger, as amended, modified or otherwise
supplemented.



“Commitment Percentage” shall mean the Revolving Commitment Percentage.



“Commitment Period” shall mean the period from and including the Closing Date to but
excluding the Revolving Commitment Termination Date.



“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, that
is under common control with the Company within the meaning of Section 4001 of ERISA or is part of
a group that includes the Company and that is treated as a single employer under Section 414 of the
Code.



“Company” shall have the meaning set forth in the first paragraph of this Credit
Agreement.



“Consolidated Capital Expenditures” shall mean, for any period, all capital
expenditures of the Company and its Subsidiaries on a consolidated basis for such period, as
determined in accordance with GAAP. The term “Consolidated Capital Expenditures” shall not include
capital expenditures in respect of the reinvestment of proceeds derived from Recovery Events
received by the Company and its Subsidiaries to the extent that such reinvestment is permitted
under the Credit Documents.



“Consolidated EBITDA” shall mean, for each period, the sum of (a) Consolidated Net
Income for such period, plus (b) an amount that, in the determination of Consolidated Net Income
for such period, has been deducted for (i) interest expense; (ii) total federal, state, local and
foreign income, value added and similar taxes; (iii) non-cash charges associated with employee
stock and option plans; (iv) depreciation and amortization expense for such period; (v)
amortization or write-down of intangibles (including, but not limited to, goodwill) (vi) non-cash
foreign exchange charges; (vii) other non-cash charges not to exceed $1,000,000 for such period;
(viii) for any period ending on or prior to December 31, 2006, (A) non-recurring cash charges
approved by the Administrative Agent not to exceed $11,000,000 in the aggregate in 2005 and 2006,
and (B) non-cash charges of up to $2,600,000 in deferred financing costs related to the September
2005 financing with certain Lenders; (ix) for any period ending after December 31, 2006,
non-recurring cash charges approved by the Administrative Agent, not to exceed $750,000 in the
aggregate for the four consecutive quarters ending on the last day of any fiscal quarter of the
Company, beginning with the first fiscal quarter of 2007; and (x) for any period ending in fiscal
year 2007, non-recurring cash charges related to the Acquisition not to exceed $5,000,000 in the
aggregate, minus (c) any non-cash charge previously added back to Consolidated Net Income in the
calculation of Consolidated EBITDA to the extent such non-cash charge becomes a cash charge plus
non-cash foreign exchange gains, all as determined in accordance with GAAP.



“Consolidated Interest Expense” shall mean, for any period, all interest expense of
the Company and its Subsidiaries (including, without limitation, the interest component under
Capital Leases, but excluding intercompany interest expense), as determined in accordance with
GAAP.



“Consolidated Net Income” shall mean, for any period, net income (excluding
extraordinary items, interest income and tax credits, rebates and other benefits) for such period
of the Company and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP.



“Consolidated Revenues” shall mean, for any period, revenues for such period of the
Company and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP.



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



“Copyright Licenses” shall mean any agreement, written or oral, providing for a grant
by or to a Credit Party of any right under any Copyright, including, without limitation, any
thereof referred to in Schedule 3.16, but excluding any license of a Copyright to a Credit
Party with respect to a generally available product.



“Copyrights” shall mean (a) all registered United States copyrights in all Works, now
existing or hereafter created or acquired, all registrations and recordings thereof, and all
applications in connection therewith, including, without limitation, registrations, recordings and
applications in the United States Copyright Office and any thereof referred to in Schedule
3.16, and (b) all renewals thereof including, without limitation, any renewals thereof referred
to in Schedule 3.16.



“Corporate Investment Policy Investments” shall mean Investments made in accordance
with the Corporate Investment Policy set forth on Schedule 1.1-5 attached hereto.



“Co-Syndication Agents” shall mean Wachovia Bank, National Association and JPMorgan
Chase Bank, N.A.



“Credit Agreement” shall mean this Credit Agreement, as amended, modified, restated,
extended, replaced or supplemented from time to time in accordance with its terms.



“Credit Documents” shall mean this Credit Agreement, each of the Notes, any Joinder
Agreement, the Letters of Credit, any Assignment Agreement, the LOC Documents, the Security
Documents and all other agreements, documents, certificates and instruments delivered to the
Administrative Agent or any Lender by any Credit Party in connection therewith (other than any
Hedging Agreement, any pooling agreement or any cash management agreement, and any agreement,
document, certificate or instrument related thereto).



“Credit Party” shall mean any of the Borrowers, the US Guarantors or the Foreign
Guarantors, individually or collectively, as appropriate.



“Credit Party Obligations” shall mean, without duplication, (a) all of the
obligations, indebtedness and liabilities of the Credit Parties to the Lenders (including the
Issuing Lender and the Swingline Lender) and the Administrative Agent, whenever arising, under this
Credit Agreement, the Notes or any of the other Credit Documents, including principal, interest,
fees, reimbursements and indemnification obligations and other amounts (including, but not limited
to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the
Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed
claim under the Bankruptcy Code) and (b) all liabilities and obligations, whenever arising, owing
from the Credit Parties or any of their Subsidiaries to any Hedging Agreement Provider arising
under, or in connection with, any Secured Hedging Agreement, and (c) all liabilities and
obligations, whenever arising, owing from the Credit Parties or any of their Subsidiaries to any
Lender arising under, or in connection with, any pooling agreement or cash management agreement.



“Default” shall mean any event that would constitute an Event of Default, whether or
not any requirement for the giving of notice or the lapse of time, or both, or any other condition,
has been satisfied.



“Defaulting Lender” shall mean, at any time, any Lender that, at such time (a) has
failed to make a Loan or fund a Participation Interest required pursuant to the terms of this
Credit Agreement, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by
such Lender pursuant to the terms of this Credit Agreement, or (c) has been deemed insolvent or has
become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official.



“Deposit Account Control Agreement” shall mean an agreement among a Credit Party, a
depository institution, and the Administrative Agent, which agreement is in a form acceptable to
the Administrative Agent and which provides the Administrative Agent with “control” (as such term
is used in Article 9 of the Uniform Commercial Code) over the deposit accounts described therein,
as the same may be amended, restated, supplemented, extended, replaced or otherwise modified from
time to time.



“Designated Funding Subsidiary” shall have the meaning set forth in Section
2.1(b)(iv).



“Designating Revolving Lender” shall have the meaning set forth in Section 2.1(b)(iv).



“Dollar Amount” shall mean, at any time, (a) with respect to Dollars or an amount
denominated in Dollars, such amount and (b) with respect to an amount of any Foreign Currency or an
amount denominated in such Foreign Currency, the equivalent amount thereof in Dollars as determined
by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of
the most recent Revaluation Date) applicable to such Foreign Currency.



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



“Domestic Lending Office” shall mean, initially, the office of each Lender designated
as such Lender’s Domestic Lending Office in such Lender’s Administrative Details form; and
thereafter, such other office of such Lender as such Lender may from time to time specify to the
Administrative Agent and the Company as the office of such Lender at which Alternate Base Rate
Loans of such Lender are to be made.



“Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under
the laws of the United States or any state or commonwealth thereof or under the laws of the
District of Columbia (not including Linguex, Inc., a California corporation).



“EMU” shall mean Economic and Monetary Union as contemplated in the Treaty on European
Union.



“EMU Legislation” shall mean legislative measures of the European Council (including
without limitation European Council regulations) for the introduction of, changeover to or
operation of a single or unified European currency (whether known as the Euro or otherwise), being
in part the implementation of the third stage of EMU.



“Environmental Laws” shall mean any and all applicable foreign, Federal, state, local
or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements
of any Governmental Authority or other Requirement of Law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning protection of human health or
the environment, as now or may at any time be in effect during the term of this Credit Agreement.



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



“Euro” shall mean the single currency of Participating Member States of the European
Union.



“Euro Unit” shall mean the currency unit of the Euro.



“Eurodollar Reserve Percentage” shall mean for any day, (A) for any LIBOR Rate Loan
with respect to which the Mandatory Cost Rate does not apply, the maximum rate (expressed as a
decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) at which any bank
subject thereto would be required to maintain reserves under Regulation D of the Board of Governors
of the Federal Reserve System (or any successor or similar regulations relating to such reserve
requirements) against Eurocurrency Liabilities (as that term is used in Regulation D), if such
liabilities were outstanding and (B) for any LIBOR Rate Loan with respect to which the Mandatory
Cost Rate does apply, zero (0). The Eurodollar Reserve Percentage shall be adjusted automatically
on and as of the effective date of any change in the Eurodollar Reserve Percentage.



“Event of Default” shall mean any of the events specified in Section 7.1;
provided, however, that any requirement for the giving of notice or the lapse of time, or
both, or any other condition, has been satisfied.



“Exchange Act” shall mean the Securities Exchange Act of 1934, together with any
amendment thereto or replacement thereof and any rules or regulations promulgated thereunder.



“Excluded US Subsidiary” shall have the meaning set forth in Section 5.10.



“Existing Letters of Credit” shall mean each of the letters of credit described by
date of issuance, amount, beneficiary and the date of expiry on Schedule 1.1-4 hereto.



“Extension of Credit” shall mean, as to any Lender, the making of a Loan by such
Lender or the issuance of, or participation in, a Letter of Credit by such Lender.



“Federal Funds Effective Rate” shall have the meaning set forth in the definition of
“Alternate Base Rate”.



“Fixed Charge Coverage Ratio” shall mean, with respect to the Company and its
Subsidiaries on a consolidated basis for the four consecutive quarters ending on the last day of
any fiscal quarter of the Company, the ratio of (a) Consolidated EBITDA for the applicable period
minus Consolidated Capital Expenditures for the applicable period to (b) the sum of Consolidated
Interest Expense paid or payable in cash for such period plus amounts paid or payable in cash
during such period paid in respect of federal, state, local and foreign income, value added and
similar taxes.



“Flood Hazard Property” shall mean any real property of a Credit Party that is located
in an area designated by the Federal Emergency Management Agency as having special flood or mud
slide hazards.



“Foreign Borrower” shall mean Lionbridge International Finance Limited, a company
formed under the laws of Ireland.



“Foreign Credit Party” shall mean any of the Foreign Borrower or the Irish Guarantors,
individually or collectively, as appropriate.



“Foreign Credit Party Obligations” shall mean the Credit Party Obligations of the
Foreign Borrower and the Foreign Guarantors (other than the Company and the US Guarantors).



“Foreign Currency” shall mean (a) Euros, (b) Canadian Dollars, (c) Japanese Yen and
(d) Pounds Sterling.



“Foreign Currency Equivalent” shall mean, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Foreign Currency as determined by the
Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) applicable to such Foreign Currency.



“Foreign Currency Loan” shall mean any Loan denominated in a Foreign Currency.



“Foreign Guarantors” shall mean Lionbridge International, a company formed under the
laws of Ireland, and Liox Limited, a company formed under the laws of Ireland, together with the
Company, and each individually a “Foreign Guarantor”.



“Foreign Guaranty” shall mean the guaranty of the Foreign Guarantors set forth in
Article XI.



“Foreign Pledge Agreement” shall mean the Charge on Shares of Lionbridge International
to be entered into pursuant to Section 5.16.



“Foreign Pledge Documents” shall mean the Foreign Pledge Agreement and, without
limitation, any additional agreements or filings in connection with the Foreign Pledge Agreement.



“Foreign Subsidiary” shall mean any Subsidiary of a Credit Party that is not a
Domestic Subsidiary.



“Funding Indemnity Letter” shall mean a letter agreement between the Administrative
Agent and the Company pursuant to which the Company agrees to indemnify the Lenders in accordance
with the terms of Section 2.17 for any funding loss or expense incurred by the Lenders related to
the Loans to be made on the Closing Date.



“GAAP” shall mean generally accepted accounting principles in effect in the United
States of America applied on a consistent basis (or, when used in relation to a Foreign Subsidiary,
generally accepted accounting principles in effect in the country of such Foreign Subsidiary’s
organization applied on a consistent basis, to the extent applicable), subject, however, in the
case of determination of compliance with the financial covenants set out in Section 5.9, to the
provisions of Section 1.3.



“German Property” shall mean the real property located in Germany and owned by
Lionbridge Deutschland, GmbH, a company formed under the laws of Germany, as of the Closing Date.



“Government Acts” shall have the meaning set forth in Section 2.19.



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



“Guaranty Obligations” shall mean, with respect to any Person, without duplication,
any obligations of such Person (other than endorsements in the ordinary course of business of
negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any
Indebtedness of any other Person in any manner, whether direct or indirect, and including without
limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any
property constituting security therefor, (b) to advance or provide funds or other support for the
payment or purchase of any such Indebtedness or to maintain working capital, solvency or other
balance sheet condition of such other Person (including without limitation keep well agreements,
maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of
any holder of Indebtedness of such other Person, (c) to lease or purchase Property, securities or
services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise
assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The
amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be
deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if
larger) of the Indebtedness in respect of which such Guaranty Obligation is made.



“Hedging Agreement Provider” shall mean any Person that enters into a Secured Hedging
Agreement with a Credit Party or any of its Subsidiaries that is permitted by Section 6.1 to the
extent such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or
an Affiliate of a Lender) at the time it entered into the Secured Hedging Agreement but has ceased
to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement.



“Hedging Agreements” shall mean, with respect to any Person, any agreement entered
into to protect such Person against fluctuations in interest rates, or currency or raw materials
values, including, without limitation, any interest rate swap, cap or collar agreement or similar
arrangement between such Person and one or more counterparties, any foreign currency exchange
agreement, currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.



“HSBC” means HSBC Bank USA, National Association



“Indebtedness” shall mean, with respect to any Person, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, (c) all obligations of such Person under
conditional sale or other title retention agreements relating to property purchased by such Person
(other than customary reservations or retentions of title under agreements with suppliers entered
into in the ordinary course of business), (d) all obligations (including, without limitation,
earnout obligations) of such Person incurred, issued or assumed as the deferred purchase price of
property or services purchased by such Person (other than trade debt incurred in the ordinary
course of business and due within six months of the incurrence thereof) that would appear as
liabilities on a balance sheet of such Person, (e) the principal portion of all obligations of such
Person under Capital Leases, (f) all obligations of such Person under Hedging Agreements, excluding
any portion thereof that would be accounted for as interest expense under GAAP, (g) the maximum
amount of all letters of credit issued or bankers’ acceptances facilities created for the account
of such Person and, without duplication, all drafts drawn and unreimbursed thereunder (excluding
performance based letters of credit issued to the Borrower’s customers in connection with certain
long-term contracts), (h) all preferred Capital Stock or other equity interests issued by such
Person and which by the terms thereof are (at the request of the holders thereof or otherwise)
subject to mandatory sinking fund payments, redemption or other acceleration prior to the date
which is six months after the Maturity Date, (i) the principal balance outstanding under any
synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product, (j) all obligations of such Person under take or pay or similar arrangements or
under commodities agreements, (k) all Indebtedness of others of the type described in clauses (a)
through (j) hereof secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, property owned or acquired by such Person, whether or not the obligations secured
thereby have been assumed, (l) all Guaranty Obligations of such Person with respect to Indebtedness
of another Person of the type described in clauses (a) through (j) hereof, and (m) all Indebtedness
of the type described in clauses (a) through (j) hereof of any partnership or unincorporated joint
venture in which such Person is a general partner or a joint venturer, except to the extent such
Indebtedness is expressly non-recourse to such Person. Indebtedness of any Person shall be
determined in accordance with GAAP.



“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.



“Insolvent” shall mean being in a condition of Insolvency.



“Intellectual Property” shall mean all Copyrights, Copyright Licenses, Patents, Patent
Licenses, Trademarks and Trademark Licenses.



“Interest Determination Date” shall have the meaning assigned thereto in the
definition of “Applicable Percentage”.



“Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan or Swingline
Loan, the last Business Day of each March, June, September and December and on the applicable
Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or less, the
last day of such Interest Period and (c) as to any LIBOR Rate Loan having an Interest Period longer
than three months, each day which is three months after the first day of such Interest Period and
the last day of such Interest Period.



“Interest Period” shall mean, with respect to any LIBOR Rate Loan,




(a) initially, the period commencing on the Borrowing Date or conversion date, as the
case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months
thereafter, subject to availability, as selected by the Company in the Notice of Borrowing
or Notice of Conversion given with respect thereto; and




(b) thereafter, each period commencing on the last day of the immediately preceding
Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months
thereafter, subject to availability, as selected by the Company by irrevocable notice to
the Administrative Agent not less than (x) with respect to LIBOR Rate Loans denominated in
Dollars, three Business Days prior to the last day of the then current Interest Period with
respect thereto and (y) with respect to LIBOR Rate Loans denominated in Foreign Currency,
four Business Days prior to the last day of the then current Interest Period with respect
thereto;



provided that the foregoing provisions are subject to the following:




(i) if any Interest Period pertaining to a LIBOR Rate Loan 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) any Interest Period pertaining to a LIBOR Rate Loan 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 the relevant calendar month;




(iii) if the Company shall fail to give notice as provided above, the Company shall
be deemed to have selected (A) in the case of Loans denominated in Dollars, an Alternate
Base Rate Loan to replace the affected LIBOR Rate Loan and (B) in the case of Loans
denominated in Foreign Currencies, an Interest Period of one month;




(iv) no Interest Period in respect of any Loan shall extend beyond the applicable
Maturity Date; and




(v) no more than eight (8) LIBOR Rate Loans may be in effect at any time. For
purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as
separate LIBOR Rate Loans, even if they shall begin on the same date, although
borrowings, extensions and conversions may, in accordance with the provisions hereof, be
combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan
with a single Interest Period.



“Investment” shall mean, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other acquisition of Capital
Stock or other securities of another Person, (b) a loan, advance or capital contribution to,
guaranty or assumption of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint venture interest
in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit.



“Irish Guarantors” shall mean, collectively, Lionbridge International and Liox
Limited.



“Issuing Lender” shall mean (a) with respect to the Existing Letters of Credit,
JPMorgan Chase Bank, N.A., and (b) with respect to any other Letter of Credit, HSBC or any
successor in such capacity.



“Issuing Lender Fees” shall have the meaning set forth in Section 2.5(c).



“Japanese Yen” or “JPY” shall mean Japanese yen, the lawful currency of Japan.



“Joinder Agreement” shall mean, with respect to any new US Guarantor, a Joinder
Agreement substantially in the form of Schedule 5.10.



“Lender” shall have the meaning set forth in the first paragraph of this Credit
Agreement and shall include the Issuing Lender and the Swingline Lender.



“Lender Commitment Letter” shall mean, with respect to any Lender, the letter (or
other correspondence) to such Lender from the Administrative Agent notifying such Lender of its LOC
Commitment and Revolving Commitment Percentage.



“Letter of Credit” shall mean (a) any letter of credit issued by the Issuing Lender
pursuant to the terms hereof and (b) any Existing Letter of Credit, in each case as such letter of
credit may be amended, modified, extended, renewed or replaced from time to time.



“Letter of Credit Facing Fee” shall have the meaning set forth in Section 2.5(c).



“Letter of Credit Fee” shall have the meaning set forth in Section 2.5(b).



“Leverage Ratio” shall mean, with respect to the Company and its Subsidiaries on a
consolidated basis for the four consecutive quarters ending on the last day of any fiscal quarter
of the Company, the ratio of (a) Indebtedness of the Company and its Subsidiaries on a consolidated
basis on the last day of such period to (b) Consolidated EBITDA for such four fiscal quarter
period.



“LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, either
(a) the rate of interest per annum determined by the Administrative Agent (rounded upward to the
nearest 1/100 of 1%) appearing on, in the case of Dollars, the Telerate Page 3750 (or any successor
page) and, in the case of a Foreign Currency, the appropriate page of the Telerate screen which
displays British Bankers Association Interest Settlement Rates for deposits in such Foreign
Currency (or, in each case, (i) such other page or service as may replace such page on such system
or service for the purpose of displaying such rates and (ii) if more than one rate appears on such
screen, the arithmetic mean for all such rates rounded upward to the nearest 1/100 of 1%) as the
London interbank offered rate for deposits in the applicable currency at approximately 11:00 A.M.
(London time), on the second full Business Day preceding the first day of such Interest Period, and
in an amount approximately equal to the amount of the LIBOR Rate Loan and for a period
approximately equal to such Interest Period or (b) if such rate is for any reason not available,
the rate per annum equal to the rate at which the Administrative Agent or its designee is offered
deposits in such currency at or about 11:00 A.M. (London time), two Business Days prior to the
beginning of such Interest Period in the interbank eurodollar market where the eurodollar and
foreign currency and exchange operations in respect of its LIBOR Rate Loans are then being
conducted for settlement in immediately available funds, for delivery on the first day of such
Interest Period for the number of days comprised therein, and in an amount comparable to the amount
of the LIBOR Rate Loan to be outstanding during such Interest Period. With respect to any LIBOR
Rate Loan denominated in British Pounds Sterling, for any Interest Period, “LIBOR” shall mean the
rate equal to the sum of (A) the rate determined in accordance with the foregoing terms of this
definition plus (B) the Mandatory Cost Rate for such Interest Period.



“LIBOR Lending Office” shall mean, initially, the office(s) of each Lender designated
as such Lender’s LIBOR Lending Office in such Lender’s Administrative Details Form; and thereafter,
such other office of such Lender as such Lender may from time to time specify to the Administrative
Agent and the Company as the office of such Lender at which the LIBOR Rate Loans of such Lender are
to be made.



“LIBOR Rate” shall mean a rate per annum (rounded upwards, if necessary, to the next
higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:




LIBOR Rate = LIBOR




1.00 — Eurodollar Reserve Percentage



“LIBOR Rate Loan” shall mean Loans the rate of interest applicable to which is based
on the LIBOR Rate.



“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security interest or any or
other security agreement or preferential arrangement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement and any Capital Lease
having substantially the same economic effect as any of the foregoing).



“Loan” shall mean a Revolving Loan and/or a Swingline Loan, as appropriate.



“LOC Commitment” shall mean the commitment of the Issuing Lender to issue Letters of
Credit and, with respect to each Lender, the commitment of such Lender to purchase participation
interests in the Letters of Credit up to such Lender’s LOC Commitment as specified in the Lender
Commitment Letter or in the Register, as such amount may be reduced from time to time in accordance
with the provisions hereof.



“LOC Committed Amount” shall have the meaning set forth in Section 2.2(a).



“LOC Documents” shall mean, with respect to any Letter of Credit, such Letter of
Credit, any amendments thereto, any documents delivered in connection therewith, any application
therefor, and any agreements, instruments, guarantees or other documents (whether general in
application or applicable only to such Letter of Credit) governing or providing for (a) the rights
and obligations of the parties concerned or (b) any collateral security for such obligations.



“LOC Mandatory Borrowing” shall have the meaning set forth in Section 2.2(e).



“LOC Obligations” shall mean, at any time, the sum of (a) the maximum amount which is,
or at any time thereafter may become, available to be drawn under Letters of Credit then
outstanding, assuming compliance with all requirements for drawings referred to in such Letters of
Credit plus (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing
Lender but not theretofore reimbursed.



“Mandatory Cost Rate” shall mean, with respect to any Loan or other Credit Party
Obligation for any Interest Period, a rate per annum reflecting the cost to the Lenders of
complying with all reserve, special deposit, capital adequacy, solvency, liquidity ratios, fees or
other requirements of or imposed by the Bank of England, the Financial Services Authority, the
European Central Bank or any other governmental or regulatory authority for such Interest Period
attributable to such Loan or Credit Party Obligation (rounded up if necessary to 4 decimal places)
as conclusively determined by the Administrative Agent.



“Material Adverse Effect” shall mean a material adverse effect on (a) the business,
operations, property or financial condition of the Company and its Subsidiaries, taken as a whole,
(b) the ability of the Company and its Subsidiaries, taken as a whole, to perform their respective
obligations, when such obligations are required to be performed, under this Credit Agreement or any
other Credit Document or (c) the validity or enforceability of this Credit Agreement or any of the
other Credit Documents or the rights or remedies of the Administrative Agent or the Lenders
hereunder or thereunder.



“Material Contract” shall mean any contract, agreement, permit or license, written or
oral, of the Company or any of its Subsidiaries as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.



“Material Domestic Subsidiary” shall mean, as of any date of determination, any direct
or indirect Domestic Subsidiary of the Company (a) that individually generates more than one
percent (2.5%) of Consolidated Revenues for the period of four consecutive fiscal quarters ending
as of the end of the fiscal quarter immediately preceding such date of determination on a pro forma
basis or (b) that is required to become a US Guarantor pursuant to the terms of Section 5.10.



“Materials of Environmental Concern” shall mean any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances,
materials or wastes, defined or regulated as such in or under any Environmental Law, including,
without limitation, asbestos, polychlorinated biphenyls and urea formaldehyde insulation.



“Maturity Date” shall mean the Revolving Commitment Termination Date.



“Mortgage Instrument” shall mean any mortgage, deed of trust, deed to secure debt or
similar agreement or instrument executed by a Credit Party in favor of the Administrative Agent
pursuant to the terms of Section 5.10 or 5.12, as the same may be amended, modified, restated or
supplemented from time to time.



“Mortgage Policy” shall mean, with respect to any Mortgage Instrument, an ALTA
mortgagee title insurance policy issued by a title insurance company (the “Title Insurance
Company”) selected by the Administrative Agent in an amount satisfactory to the Administrative
Agent, in form and substance satisfactory to the Administrative Agent.



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



“National Currency Unit” shall mean a fraction or multiple of one Euro Unit expressed
in units of the former national currency of a Participating Member State.



“Note” or “Notes” shall mean the Revolving Notes and/or the Swingline Note,
collectively, separately or individually, as appropriate.



“Notice of Borrowing” shall mean a written request for a Revolving Loan or a Swingline
Loan, in each case substantially in the form of Schedule 2.1(b)(i).



“Notice of Conversion/Extension” shall mean the written notice of conversion of a
LIBOR Rate Loan to an Alternate Base Rate Loan or an Alternate Base Rate Loan to a LIBOR Rate Loan,
or extension of a LIBOR Rate Loan, in each case substantially in the form of Schedule 2.10.



“NYDTF Lien” shall mean any Lien levied on a Credit Party or any of its Subsidiaries
prior to the Closing Date by the New York State Department of Taxation and Finance.



“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.



“Operating Lease” shall mean, as applied to any Person, any lease (including, without
limitation, leases which may be terminated by the lessee at any time) of any property (whether
real, personal or mixed) which is not a Capital Lease other than any such lease in which that
Person is the lessor.



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



“Participating Member State” shall mean each country so described in any EMU
Legislation.



“Participation Interest” shall mean the purchase by a Revolving Lender of a
participation interest in Letters of Credit as provided in Section 2.2 and in Swingline Loans as
provided in Section 2.3.



“Patent License” shall mean all agreements, whether written or oral, providing for the
grant by or to a Credit Party of any right to manufacture, use or sell any invention covered by a
Patent, including, without limitation, any thereof referred to in Schedule 3.16.



“Patents” shall mean (a) all letters patent of the United States or any other country
and all reissues and extensions thereof, including, without limitation, any thereof referred to in
Schedule 3.16, and (b) all applications for letters patent of the United States or any
other country and all divisions, continuations and continuations in part thereof, including,
without limitation, any thereof referred to in Schedule 3.16.



“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA.



“Permitted Acquisition” shall mean an acquisition or any series of related
acquisitions by a Credit Party of (a) the assets or a majority of the outstanding Voting Stock or
economic interests of a Person or (b) any division, line of business or other business unit of a
Person (such Person or such division, line of business or other business unit of such Person shall
be referred to herein as the “Target”), in each case that is a type of business (or assets
used in a type of business) permitted to be engaged in by the Credit Parties and their Subsidiaries
pursuant to Section 6.3 hereof, so long as (i) no Default or Event of Default shall then exist or
would exist after giving effect thereto, (ii) the Administrative Agent shall have received written
notice of such acquisition at least fifteen (15) days prior to the consummation of such
acquisition, (iii) the Administrative Agent shall have received a consolidated balance sheet and a
consolidated statement of income of the Credit Parties and their Subsidiaries, giving pro forma
effect to such acquisition, that demonstrate to the reasonable satisfaction of the Administrative
Agent, and the Credit Parties shall provide calculations that demonstrate to the reasonable
satisfaction of the Administrative Agent, that, after giving effect to such acquisition, the Credit
Parties shall be in compliance with the Leverage Ratio set forth in Section 5.9(a) on a Pro Forma
Basis, (iv) the Administrative Agent shall have received any available historical financial
statements of the Target (for the 3 fiscal years prior to such acquisition) and such other
information with respect to the Target or such acquisition as may be reasonably required by the
Administrative Agent, (v) the Administrative Agent, on behalf of the Lenders, shall have received
(or shall receive in connection with the closing of such acquisition) a first priority perfected
security interest in all property (including, without limitation, Capital Stock) acquired with
respect to the Target to the extent required by the terms of Sections 5.10 and 5.12 and the Target,
if a Person, shall have executed a Joinder Agreement to the extent required by the terms of Section
5.10, (vi) such acquisition shall not be a “hostile” acquisition and shall have been approved by
the Board of Directors and/or shareholders of the applicable Credit Party and the Target. In
addition, if any amount of the consideration paid by the Credit Party to the Target (or its
stockholders) consists of cash, then such acquisition shall be subject to the following additional
requirements: (i) after giving effect to such acquisition, there shall be at least $10,000,000 of
Accessible Borrowing Availability under the Revolving Committed Amount, (ii) the total
consideration (including cash, assumed Indebtedness, earnout obligations, deferred compensation and
other forms of consideration, but excluding consideration consisting of Capital Stock of the
Company and amounts financed with the net proceeds of a substantially concurrent issuance of
Capital Stock of the Company) for (A) any acquisition shall not exceed $10,000,000 in any twelve
month period and (B) all such acquisitions made during the term of this Credit Agreement shall not
exceed $25,000,000 in the aggregate, and (iii) after giving effect to such acquisition, the
Leverage Ratio calculated on a Pro Forma Basis shall be less than or equal to 3.0:1.0.



“Permitted Investments” shall mean:



(a) cash and Corporate Investment Policy Investments;



(b) receivables owing to the Company or any of its Subsidiaries and advances to suppliers, in
each case if created, acquired or made in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms;



(c) loans and advances to employees (other than officers or directors) in an aggregate amount
not to exceed $250,000 at any time outstanding;



(d) Investments received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes with, customers and
suppliers arising in the ordinary course of business;



(e) Investments, acquisitions or transactions permitted under Section 6.4(b);



(f) Hedging Agreements, pooling agreements and cash management agreements to the extent
permitted pursuant to Section 6.1;



(g) Investments in and loans to Credit Parties (other than Foreign Credit Parties);



(h) Investments in and loans to Foreign Subsidiaries (including Foreign Credit Parties) by
Foreign Subsidiaries (including Foreign Credit Parties);



(i) so long as no Default or Event of Default then exists or would exist after giving effect
to any such Investment, (x) Investments in and loans to any Foreign Subsidiary by a US Credit Party
in accordance with the historical practices of the US Credit Parties and (y) other Investments in
and loans to any Foreign Subsidiary by a US Credit Party in an aggregate amount, with respect to
all Foreign Subsidiaries, not to exceed (in the case of clause (y)), when combined (without
duplication) with any outstanding Indebtedness incurred pursuant to clause (ii) of Section 6.1(i),
$10,000,000 at any time outstanding;



(j) Investments and transactions permitted pursuant to Sections 6.1, 6.4 and 9.21 to the
extent not already permitted pursuant to this definition; and



(k) additional loan advances and/or Investments; provided that such loans, advances
and/or Investments made pursuant to this clause shall not exceed an aggregate amount of $5,000,000.



“Permitted Liens” shall mean:



(a) Liens created by or otherwise existing, under or in connection with this Credit Agreement
or the other Credit Documents in favor of the Administrative Agent on behalf of the Lenders;



(b) Liens in favor of a Hedging Agreement Provider in connection with any Secured Hedging
Agreement, but only if such Hedging Agreement Provider and the Administrative Agent, on behalf of
the Lenders, shall share pari passu in the collateral subject to such Liens;



(c) Liens securing purchase money Indebtedness and Capital Lease Obligations (and refinancings
thereof) to the extent permitted under Section 6.1(c); provided that (i) any such Lien
attaches to the property securing such Indebtedness or Capital Lease Obligations concurrently with
or within 90 days after the acquisition thereof and (ii) such Lien attaches solely to the property
so acquired in such transaction;



(d) Liens for taxes, assessments, charges or other governmental levies not yet due or as to
which the period of grace (not to exceed 90 days), if any, related thereto has not expired or which
are being contested in good faith by appropriate proceedings; provided that adequate
reserves with respect thereto are maintained on the books of any Credit Party or its Subsidiaries,
as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant
operations outside of the United States of America, generally accepted accounting principles in
effect from time to time in their respective jurisdictions of incorporation);



(e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than 90 days
or which are being contested in good faith by appropriate proceedings; provided that a
reserve or other appropriate provision shall have been made therefor and such liens shall have been
incurred in the ordinary course of business and consistent with historical practice of the Company
and its Subsidiaries;



(f) pledges or deposits in connection with workers’ compensation, unemployment insurance, old
age pensions and other social security legislation and deposits securing liability to insurance
carriers under insurance or self insurance arrangements in the ordinary course of business and
consistent with historical practice of the Company and its Subsidiaries;



(g) deposits to secure the performance of bids, tenders, trade contracts, (other than for
borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business;



(h) any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing clauses;
provided that such extension, renewal or replacement Lien shall be limited to all or a part
of the property which secured the Lien so extended, renewed or replaced;



(i) Liens existing on the Closing Date and set forth on Schedule 1.1-2;
provided that (i) no such Lien shall at any time be extended to cover property or assets
other than the property or assets subject thereto on the Closing Date and (ii) the principal amount
of the Indebtedness secured by such Liens shall not be increased, extended, renewed, refunded or
refinanced;



(j) easements, rights-of-way, zoning restrictions, restrictions on the use of real property,
minor defects or irregularities in title, landlord’s or lessor’s liens and other similar
encumbrances not interfering in any material respect with the value or use of the property to which
such encumbrance applies;



(k) Liens on equipment arising from precautionary UCC financing statements or similar
statements under foreign laws relating to the lease of such equipment to the extent permitted by
this Credit Agreement;



(l) Liens arising out of judgments not resulting in an Event of Default;



(m) Liens on (i) the property of a Person existing at the time such Person becomes a
Subsidiary of the Company and (ii) on property or assets existing at the time such property or
assets are acquired by the Company or any of its Subsidiaries, in each case, in a transaction
permitted hereunder securing Indebtedness in an aggregate principal amount not to exceed
$1,000,000; provided, however, that (A) any such Lien shall secure only those obligations
that it secures on the date such Person becomes a Subsidiary or such property or assets are
acquired, (B) any such Lien may not extend to any other property other than the property subject to
such Lien on the date such Person becomes a Subsidiary or such property or assets are acquired and
(C) any such Lien was not created in anticipation of or in connection with the transaction or
series of transactions pursuant to which such Person became a Subsidiary of the Company or such
property or assets were acquired; and



(n) licenses of Intellectual Property granted in the ordinary course of business.



“Person” shall mean 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” shall mean, as of any date of determination, any employee benefit plan which is
covered by Title IV of ERISA and in respect of which any Credit Party or a Commonly Controlled
Entity is (or, if such plan were terminated on such date, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.



“Pledge Agreements” shall mean, collectively, the US Pledge Agreement and the Foreign
Pledge Agreement.



“Pounds Sterling” or “GBP” shall mean British pounds sterling, the lawful currency of
the United Kingdom.



“Prime Rate” shall have the meaning set forth in the definition of Alternate Base
Rate.



“Pro Forma Basis” shall mean, with respect to any transaction, that such transaction
shall be deemed to have occurred as of the first day of the twelve-month period ending as of the
most recent quarter end preceding the date of such transaction.



“Properties” shall have the meaning set forth in Section 3.10(a).



“Purchasing Lenders” shall have the meaning set forth in Section 9.6(c).



“Recovery Event” shall mean theft, loss, physical destruction or damage, taking or
similar event with respect to any property or assets owned by any Credit Party or any of its
Subsidiaries which results in the receipt by the Company or any of its Subsidiaries of any cash
insurance proceeds or condemnation award payable by reason thereof.



“Register” shall have the meaning set forth in Section 9.6(d).



“Reimbursement Obligation” shall mean the obligation of the Company to reimburse the
Issuing Lender pursuant to Section 2.2(d) for amounts drawn under Letters of Credit.



“Reorganization” shall mean, with respect to any Multiemployer Plan, the condition
that such Plan is in reorganization within the meaning of such term as used in Section 4241 of
ERISA.



“Reportable Event” shall mean 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 PBGC Reg. §4043.



“Required Lenders” shall mean, as of any date of determination, Lenders holding at
least a majority of (a) the outstanding Revolving Commitments or (b) if the Commitments have been
terminated, the outstanding Loans and Participation Interests; provided, however, that if
any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the
determination of Required Lenders, Obligations (including Participation Interests) owing to such
Defaulting Lender and such Defaulting Lender’s Commitments.



“Requirement of Law” shall mean, as to any Person, the certificate of incorporation
and bylaws or other organizational or governing documents of such Person, and each 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.



“Responsible Officer” shall mean, as to (a) the Company, the President, the Chief
Executive Officer, the Chief Financial Officer and the Treasurer or (b) any other Credit Party, any
duly authorized officer thereof.



“Restricted Payment” shall mean (a) any dividend or other distribution, direct or
indirect, on account of any shares of any class of Capital Stock of any Credit Party or any of its
Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of
Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (c) any
payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other
rights to acquire shares of any class of Capital Stock of any Credit Party or any of its
Subsidiaries, now or hereafter outstanding, (d) any payment with respect to any earnout obligation,
(e) any prepayment of principal of, premium, if any, or interest on, redemption, purchase,
retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt or
(f) any payment of Subordinated Debt in violation of the subordination terms thereof.



“Revaluation Date” shall mean, with respect to any Extension of Credit, each of the
following: (a) in connection with the origination of any new Extension of Credit, the Business Day
which is the earliest of the date such credit is extended or the date the rate is set; (b) in
connection with any extension or conversion or continuation of an existing Loan, the Business Day
that is the earlier of the date such advance is extended, converted or continued, or the date the
rate is set, as applicable, in connection with any extension, conversion or continuation; (c) each
date a Letter of Credit is issued or renewed pursuant to Section 2.2 or amended in such a way as to
modify the LOC Obligations; (d) the date of any reduction of any of the Revolving Committed Amount
or the LOC Committed Amount pursuant to the terms of Section 2.6, as the case may be; and (e) such
additional dates as the Administrative Agent or the Required Lenders shall deem necessary. For
purposes of determining availability hereunder, the rate of exchange for any Foreign Currency shall
be the Spot Rate.



“Revolving Commitment” shall mean, with respect to each Revolving Lender, the
commitment of such Revolving Lender to make Revolving Loans in an aggregate principal amount up to
such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount.



“Revolving Commitment Percentage” shall mean, for each Revolving Lender, the
percentage identified as its Revolving Commitment Percentage in its Lender Commitment Letter or in
the Assignment Agreement pursuant to which such Lender became a Lender hereunder, as such
percentage may be modified in connection with any assignment made in accordance with the provisions
of Section 9.6(c).



“Revolving Commitment Termination Date” shall mean December 21, 2011.



“Revolving Committed Amount” shall mean ONE HUNDRED MILLION DOLLARS ($100,000,000), as
such amount may be increased from time to time as provided in Section 2.4 or reduced from time to
time as provided in Section 2.6.



“Revolving Lender” shall mean, as of any date of determination, a Lender holding a
Revolving Commitment on such date.



“Revolving Loans” shall have the meaning set forth in Section 2.1.



“Revolving Note” or “Revolving Notes” shall mean the promissory notes of the Borrowers
in favor of each of the Revolving Lenders requesting a promissory note evidencing the Revolving
Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such
promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to
time.



“Sanctioned Country” shall mean a country subject to a sanctions program identified on
the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement
/ofac/sanctions/index.html, or as otherwise published form time to time.



“Sanctioned Person” shall mean (a) a Person named on the list of “Specially Designated
Nationals and Blocked Persons” maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published
from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii) an
organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned
Country, to the extent subject to a sanctions program administered by OFAC.



“Secured Hedging Agreement” shall mean any Hedging Agreement between a Credit Party
and a Hedging Agreement Provider to the extent permitted pursuant to Section 6.1, as amended,
modified, supplemented, extended or restated from time to time.



“Security Agreement” shall mean the Security Agreement dated as of the Closing Date
given by the Company and the US Guarantors to the Administrative Agent, as amended, modified or
supplemented from time to time in accordance with its terms.



“Security Documents” shall mean the Security Agreement, the Pledge Agreements, the
Foreign Pledge Documents, the Mortgage Instruments and all other agreements, documents and
instruments relating to, arising out of, or in any way connected with any of the foregoing
documents or granting to the Administrative Agent, Liens or security interests to secure, inter
alia, the Credit Party Obligations whether now or hereafter executed and/or filed, each as may be
amended from time to time in accordance with the terms hereof, executed and delivered in connection
with the granting, attachment and perfection of the Administrative Agent’s security interests and
liens arising thereunder, including, without limitation, UCC financing statements.



“Single Employer Plan” shall mean any Plan which is not a Multiemployer Plan.



“Spot Rate” shall mean, with respect to any Foreign Currency, the rate quoted by HSBC
as the spot rate for the purchase by HSBC of such Foreign Currency with Dollars through its
principal foreign exchange trading office at approximately 11:00 a.m. EST on the date two Business
Days prior to the date as of which the foreign exchange computation is made.



“Subordinated Debt” shall mean any Indebtedness incurred by any Credit Party which by
its terms is specifically subordinated in right of payment to the prior payment of the Credit Party
Obligations and contains subordination and other terms acceptable to the Required Lenders.



“Subsidiary” shall mean, 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 Credit Agreement shall refer to a Subsidiary or Subsidiaries of the Company.



“Swingline Commitment” shall mean the commitment of the Swingline Lender to make
Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline
Committed Amount, and the commitment of the Revolving Lenders to purchase participation interests
in the Swingline Loans as provided in Section 2.3(b)(ii), as such amounts may be reduced from time
to time in accordance with the provisions hereof.



“Swingline Committed Amount” shall mean the amount of the Swingline Lender’s Swingline
Commitment as specified in Section 2.3(a).



“Swingline Lender” shall mean HSBC and any successor in such capacity.



“Swingline Loan” or “Swingline Loans” shall have the meaning set forth in
Section 2.3(a).



“Swingline Mandatory Borrowing” shall have the meaning set forth in Section
2.3(b)(ii).



“Swingline Note” shall mean the promissory note of the Company in favor of the
Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.3(d), as such
promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to
time.



“Target” shall have the meaning set forth in the definition of “Permitted
Acquisition.”



“Taxes” shall have the meaning set forth in Section 2.18.



“Termination Date” shall mean the date upon which all Credit Party Obligations
(excluding any continuing obligations under any Secured Hedging Agreements, pooling agreements or
cash management agreements) have been paid in full in cash (other than indemnification obligations
with respect to which no claim has been asserted, which shall survive the termination of the Credit
Documents), all Commitments have been terminated, and all Letters of Credit have expired undrawn or
been terminated.



“Trademark License” shall mean any agreement, written or oral, providing for the grant
by or to a Credit Party of any right to use any Trademark, including, without limitation, any
thereof referred to in Schedule 3.16, but excluding any license of a Trademark to a Credit
Party with respect to a generally available product.



“Trademarks” shall mean (a) all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade dress and service marks, logos and other
source or business identifiers, and the goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any similar office or
agency of the United States, any State thereof or any other country or any political subdivision
thereof, or otherwise, including, without limitation, any thereof referred to in Schedule
3.16, and (b) all renewals thereof, including, without limitation, any thereof referred to in
Schedule 3.16.



“Tranche” shall mean the collective reference to LIBOR Rate Loans whose Interest
Periods begin and end on the same day. A Tranche may sometimes be referred to as a “LIBOR
Tranche”.



“Transfer Effective Date” shall have the meaning set forth in each Assignment
Agreement.



“Transferee” shall have the meaning set forth in Section 9.6(f).



“Treaty on European Union” shall mean the Treaty of Rome of March 25, 1957, as amended
by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on
February 1, 1992 and came into force on November 1, 1993), as amended from time to time.



“US Credit Parties” shall mean the Company and the US Guarantors.



“US Guarantor” shall have the meaning set forth in the first paragraph of this Credit
Agreement.



“US Guaranty” shall mean the guaranty of the US Guarantors set forth in Article X.



“US Pledge Agreement” shall mean the Pledge Agreement dated as of the Closing Date to
be executed in favor of the Administrative Agent by the Company and each of the US Guarantors, as
amended, modified, restated or supplemented from time to time.



“Voting Stock” shall mean, with respect to any Person, Capital Stock issued by such
Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for
the election of directors (or persons performing similar functions) of such Person, even though the
right so to vote has been suspended by the happening of such a contingency.



“Works” shall mean all works that are subject to copyright protection pursuant to
Title 17 of the United States Code.



Section 1.2 Other Definitional Provisions.




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




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




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



Section 1.3 Accounting Terms.



Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements required to be
delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent with
the most recent audited consolidated financial statements of the Company delivered to the Lenders;
provided that, if the Company shall notify the Administrative Agent that it wishes to amend
the definitions of Consolidated EBITDA, Consolidated Interest Expense or Indebtedness or any
provision in Section 5.9 to eliminate the effect of any change in GAAP on the operation of any such
definition or provision (or if the Administrative Agent notifies the Company that the Required
Lenders wish to amend any such definition or provision for such purpose), then the Company’s
compliance with such provisions shall be determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until either such notice is withdrawn or such
definition or provision is amended in a manner satisfactory to the Company and the Required
Lenders.



The Company shall deliver to the Administrative Agent and each Lender at the same time as the
delivery of any annual or quarterly financial statements given in accordance with the provisions of
Section 5.1, (i) a description in reasonable detail of any material change in the application of
accounting principles employed in the preparation of such financial statements from those applied
in the most recently preceding quarterly or annual financial statements and (ii) a reasonable
estimate of the effect on the financial statements on account of such changes in application.



Section 1.4 Resolution of Drafting Ambiguities.



Each Credit Party acknowledges and agrees that it was represented by counsel in connection
with the execution and delivery of this Credit Agreement and the other Credit Documents to which it
is a party, that it and its counsel reviewed and participated in the preparation and negotiation
hereof and thereof and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation hereof or thereof.



Section 1.5 Exchange Rates; Currency Equivalents.




(a) The Administrative Agent shall determine the Spot Rates as of each Revaluation
Date to be used for calculating the Dollar Amounts of Extensions of Credit and amounts
outstanding hereunder denominated in Foreign Currencies. Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in converting
any amounts between the applicable currencies until the next Revaluation Date to occur.
Except for purposes of financial statements delivered by the Company hereunder or
calculating financial covenants hereunder or except as otherwise provided herein, the
applicable amount of any currency for purposes of the Credit Documents shall be such Dollar
Amount as so determined by the Administrative Agent.




(b) Wherever in this Credit Agreement in connection with an Extension of Credit,
conversion, continuation or prepayment of a Loan, an amount, such as a required minimum or
multiple amount, is expressed in Dollars, but such Extension of Credit or Loan is
denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency
Equivalent of such Dollar Amount (rounded to the nearest 1,000 units of such Foreign
Currency), as determined by the Administrative Agent.




	 	 	 	Section 1.6 Redenomination of Certain Foreign Currencies and Computation of Dollar
Amounts.






(a) Each obligation of the Borrowers to make a payment denominated in the National
Currency Unit of any member state of the European Union that adopts the Euro as its lawful
currency after the date hereof shall be redenominated into Euro at the time of such
adoption (in accordance with the EMU Legislation). If, in relation to the currency of any
such member state, the basis of accrual of interest expressed in this Credit Agreement in
respect of that currency shall be inconsistent with any convention or practice in the
London interbank market for the basis of accrual of interest in respect of the Euro, such
expressed basis shall be replaced by such convention or practice with effect from the date
on which such member state adopts the Euro as its lawful currency; provided that if
any Extension of Credit in the currency of such member state is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such Extension of
Credit, at the end of the then current Interest Period.




(b) Each provision of this Credit Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time specify to be
appropriate to reflect the adoption of the Euro by any member state of the European Union
and any relevant market conventions or practices relating to the Euro.




(c) References herein to minimum Dollar Amounts and integral multiples stated in
Dollars, where they shall also be applicable to Foreign Currency, shall be deemed to refer
to approximate Foreign Currency Equivalents.



ARTICLE II.




THE LOANS; AMOUNT AND TERMS




Section 2.1 Revolving Loans.




(a) Revolving Commitment. During the Commitment Period, subject to the terms and
conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in
Dollars and in Foreign Currencies (the “Revolving Loans”) to the Borrowers from time to
time in an aggregate principal Dollar Amount (determined as of the most recent Revaluation
Date) equal to its Revolving Commitment for the purposes hereinafter set forth;
provided, however, that (i) with regard to each Revolving Lender individually, the
sum of the aggregate principal Dollar Amount of such Revolving Lender’s outstanding
Revolving Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding
Swingline Loans plus such Revolving Lender’s Revolving Commitment Percentage of LOC
Obligations shall not exceed such Revolving Lender’s Revolving Commitment, (ii) with regard
to the Revolving Lenders collectively, the sum of the aggregate principal Dollar Amount
(determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus
outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving
Committed Amount then in effect, (iii) the aggregate principal Dollar Amount (determined as
of the most recent Revaluation Date) of outstanding Revolving Loans that are Foreign
Currency Loans, plus outstanding LOC Obligations with respect to Letters of Credit
denominated in a Foreign Currency, shall not exceed $25,000,000 and (iv) the aggregate
principal Dollar Amount of Revolving Loans outstanding to the Foreign Borrower not exceed
$15,000,000. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans,
or a combination thereof, as the Company may request, and may be repaid and reborrowed in
accordance with the provisions hereof; provided, however, Revolving Loans made on
the Closing Date or any of the three Business Days following the Closing Date may only
consist of Alternate Base Rate Loans unless the Company delivers a Funding Indemnity Letter
to the Administrative Agent at least three Business Days (with respect to Revolving Loans
denominated in Dollars) or four Business Days (with respect to Revolving Loans denominated
in Foreign Currencies) prior to the Closing Date. Revolving Loans that are Foreign
Currency Loans shall consist only of LIBOR Rate Loans.




(b) Revolving Loan Borrowings.




(i) Notice of Borrowing. The Company shall request a Revolving Loan
borrowing by delivering a Notice of Borrowing (or telephone notice promptly
confirmed in writing by delivery of a Notice of Borrowing, which delivery may be by
fax) to the Administrative Agent (A) not later than 11:00 A.M. EST (I) on the
Business Day prior to the date of requested borrowing in the case of Alternate Base
Rate Loans and (II) on the third Business Day prior to the date of the requested
borrowing in the case of LIBOR Rate Loans and (B) not later than 10:00 A.M. (London,
England time) four Business Days prior to the date of the requested borrowing in the
case of Foreign Currency Loans. Each such request for borrowing shall be
irrevocable and shall specify (1) the applicable Borrower, (2) that a Revolving Loan
is requested, (3) the date of the requested borrowing (which shall be a Business
Day), (4) the aggregate principal amount to be borrowed, (5) the applicable currency
in which the Revolving Loan is to be funded, (6) if the Revolving Loan is to be made
in Dollars, whether the borrowing shall be comprised of Alternate Base Rate Loans,
LIBOR Rate Loans or a combination thereof, (7) if the Revolving Loan is to be made
in a Foreign Currency, that such Revolving Loan shall be comprised solely of LIBOR
Rate Loans and (8) if LIBOR Rate Loans are requested, the Interest Period(s)
therefor. If the Company shall fail to specify in any such Notice of Borrowing (w)
the applicable Borrower, then such notice shall be deemed to be a request for a
Revolving Loan to be made to the Company, (x) an applicable Interest Period in the
case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an
Interest Period of one month, (y) the type of Revolving Loan requested in the case
of a Revolving Loan to be made in Dollars, then such notice shall be deemed to be a
request for an Alternate Base Rate Loan hereunder or (z) the currency for such
Revolving Loan, then such Revolving Loan shall be made in Dollars. The
Administrative Agent shall give notice to each Revolving Lender promptly upon
receipt of each Notice of Borrowing, the contents thereof and each such Revolving
Lender’s share thereof.




(ii) Minimum Amounts. Each Revolving Loan which is an Alternate Base
Rate Loan shall be in a minimum aggregate Dollar Amount (determined as of the most
recent Revaluation Date) of $1,000,000 and in integral multiples of $500,000 in
excess thereof (or the remaining amount of the Revolving Committed Amount, if less).
Each Revolving Loan which is an LIBOR Rate Loan shall be in a minimum aggregate
Dollar Amount (determined as of the most recent Revaluation Date) of $1,000,000 and
in integral multiples of $500,000 in excess thereof (or the remaining amount of the
Revolving Committed Amount, if less).




(iii) Advances. Each Revolving Lender will make its Revolving
Commitment Percentage of each Revolving Loan borrowing available to the
Administrative Agent, for the account of the applicable Borrower, in Dollars or the
applicable Foreign Currency and in funds immediately available to the Administrative
Agent, at the Administrative Agent’s Office by (A) 1:00 P.M. EST on the date
specified in the applicable Notice of Borrowing in the case of any Revolving Loan
denominated in Dollars and (B) the Applicable Time specified by the Administrative
Agent in the case of any Revolving Loan that is a Foreign Currency Loan. Such
borrowing will then be made available to the applicable Borrower by the
Administrative Agent by crediting the account of the applicable Borrower on the
books of the Administrative Agent’s 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.




(iv) Foreign Funding Subsidiaries. Each Revolving Lender (a
“Designating Revolving Lender”) shall have the right to designate a
Subsidiary or Affiliate (a “Designated Funding Subsidiary”) to fund any
Revolving Loan to the Foreign Borrower; provided that (i) the Designated
Funding Subsidiary shall become a Lender under this Credit Agreement pursuant to
documentation reasonably satisfactory to the Administrative Agent, (ii) the
Designating Revolving Lender shall be responsible for funding its Revolving
Commitment Percentage of any Revolving Loan to the Foreign Borrower to the extent
such Designated Funding Subsidiary fails to fund such Revolving Loan, (iii) the
Credit Parties, the Administrative Agent and the Lenders shall continue to deal with
the Designating Revolving Lender rather than the Designated Funding Subsidiary for
all purposes of this Credit Agreement, including for purposes of any notification to
the Revolving Lenders (other than Notices of Borrowing and Notices of
Conversion/Extension, which shall be sent to any Designated Funding Subsidiary to
the extent applicable), (iv) any consent given by such Designating Revolving Lender
with respect to any amendment, waiver or other modification of any term of a Credit
Document shall be deemed given on behalf of itself and the Designated Funding
Subsidiary and (v) unless otherwise directed in writing by such Designating
Revolving Lender, any payments with respect to a Revolving Loan funded by the
Designated Funding Subsidiary shall be made to such Designated Funding Subsidiary.




(c) Repayment. Subject to the terms of this Credit Agreement, Revolving Loans
may be borrowed, repaid and reborrowed during the Commitment Period. The principal amount
of all Revolving Loans shall be due and payable in full on the Revolving Commitment
Termination Date, unless accelerated sooner pursuant to Section 7.2.




(d) Interest. Subject to the provisions of Section 2.9, Revolving Loans shall
bear interest as follows:




(i) Alternate Base Rate Loans. During such periods as Revolving Loans
shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan
shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate
plus the Applicable Percentage, if any; and




(ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be
comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a
per annum rate equal to the LIBOR Rate plus the Applicable Percentage.




Interest on Revolving Loans shall be payable in arrears on each Interest Payment
Date.




(e) Revolving Notes; Covenant to Pay. Each Revolving Lender’s Revolving Commitment
shall be evidenced, upon such Revolving Lender’s request, by duly executed promissory notes
of the Borrowers to such Revolving Lender in substantially the form of Schedule
2.1(e). The Borrowers covenant and agree to pay the Revolving Loans in accordance with
the terms of this Credit Agreement and the Revolving Note or Revolving Notes.



Section 2.2 Letter of Credit Subfacility.




(a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if
any, and any other terms and conditions which the Issuing Lender may reasonably require,
during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders
shall participate in, Letters of Credit for the account of the Company from time to time
upon request in a form acceptable to the Issuing Lender; provided, however, that
(i) the aggregate Dollar Amount of LOC Obligations shall not at any time exceed FIVE
MILLION DOLLARS ($5,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate
principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding
Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not
at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of
Credit shall be denominated in Dollars or a Foreign Currency, (iv) the aggregate principal
Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving
Loans that are Foreign Currency Loans, plus outstanding LOC Obligations with
respect to Letters of Credit denominated in a Foreign Currency, shall not exceed
$25,000,000 and (v) Letters of Credit shall be issued for lawful corporate purposes and may
be issued as standby letters of credit, including in connection with workers’ compensation
and other insurance programs, and trade letters of credit. Except as otherwise expressly
agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry
date more than twelve (12) months from the date of issuance; provided, however, so
long as no Default or Event of Default has occurred and is continuing and subject to the
other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates
of Letters of Credit may be extended annually or periodically from time to time on the
request of the Company or by operation of the terms of the applicable Letter of Credit to a
date not more than twelve (12) months from the date of extension; provided,
further, that no Letter of Credit, as originally issued or as extended, shall have an
expiry date extending beyond the date that is fifteen (15) days prior to the Revolving
Commitment Termination Date. Each Letter of Credit shall comply with the related LOC
Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day.
Any Letters of Credit issued hereunder shall be in a minimum original face amount
acceptable to the Issuing Lender and the Administrative Agent. The Company’s reimbursement
obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s
participation obligations in connection therewith, shall be governed by the terms of this
Credit Agreement.




(b) Notice and Reports. The request for the issuance of a Letter of Credit
shall be submitted to the Issuing Lender and the Administrative Agent at least five (5)
Business Days prior to the requested date of issuance. Each Issuing Lender will provide to
the Administrative Agent each month and otherwise promptly upon the request of the
Administrative Agent, for dissemination to the Revolving Lenders, a detailed report
specifying the Letters of Credit which are then issued and outstanding and any activity
with respect thereto which may have occurred since the date of any prior report, and
including therein, among other things, the account party, the beneficiary, the face amount,
expiry date as well as any payments or expirations which may have occurred. The Issuing
Lender will further provide to the Administrative Agent promptly upon request copies of the
Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly
upon request a summary report of the nature and extent of LOC Obligations then outstanding.




(c) Participations. Each Revolving Lender, (i) on the Closing Date with
respect to each Existing Letter of Credit and (ii) upon issuance of any other Letter of
Credit, shall be deemed to have purchased without recourse a risk participation from the
Issuing Lender in such Letter of Credit and the obligations arising thereunder and any
collateral relating thereto, in each case in an amount equal to its Revolving Commitment
Percentage of the obligations under such Letter of Credit and shall absolutely,
unconditionally and irrevocably assume, as primary obligor and not as surety, and be
obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving
Commitment Percentage of the obligations arising under such Letter of Credit. Without
limiting the scope and nature of each Revolving Lender’s participation in any Letter of
Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder
or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender, in
Dollars, the Dollar Amount of its Revolving Commitment Percentage of such unreimbursed
drawing pursuant to and in accordance with the provisions of subsection (d) hereof. The
obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute
and unconditional and shall not be affected by the occurrence of a Default, an Event of
Default or any other occurrence or event. Any such reimbursement shall not relieve or
otherwise impair the obligation of the Company to reimburse the Issuing Lender under any
Letter of Credit, together with interest as hereinafter provided.




(d) Reimbursement. In the event of any drawing under any Letter of Credit,
the Issuing Lender will promptly notify the Company and the Administrative Agent. The
Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit
(with the proceeds of a Revolving Loan obtained hereunder or otherwise), in Dollars, in the
Dollar Amount and in same day funds as provided herein or in the LOC Documents. If the
Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed
amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base
Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans
plus two percent (2%) for so long as such amount shall be unreimbursed. Unless the Company
shall immediately notify the Issuing Lender and the Administrative Agent of its intent to
otherwise reimburse the Issuing Lender, the Company shall be deemed to have requested a LOC
Mandatory Borrowing, in Dollars, in the Dollar Amount of the drawing as provided in
subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement
Obligations. Subject to the terms of Section 2.19, the Company’s Reimbursement Obligations
hereunder shall be absolute and unconditional under all circumstances irrespective of any
rights of set off, counterclaim or defense to payment the Company may claim or have against
the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of
Credit drawn upon or any other Person, including without limitation any defense based on
any failure of the Company to receive consideration or the legality, validity, regularity
or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the
other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender
shall promptly pay to the Administrative Agent for the account of the Issuing Lender in
Dollars and in immediately available funds, the Dollar Amount of such Revolving Lender’s
Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made
on the day such notice is received by such Revolving Lender from the Issuing Lender if such
notice is received at or before 2:00 p.m. EST, otherwise such payment shall be made at or
before 12:00 Noon EST on the Business Day next succeeding the day such notice is received.
If such Revolving Lender does not pay such amount to the Issuing Lender in full upon such
request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the
account of the Issuing Lender interest on the unpaid amount during the period from the date
of such drawing until such Revolving Lender pays such amount to the Issuing Lender in full
at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing,
the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate.
Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the
right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall
not be affected by any circumstance whatsoever and without regard to the termination of
this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of
Default or the acceleration of the Credit Party Obligations hereunder and shall be made
without any offset, abatement, withholding or reduction whatsoever.




(e) Repayment with Revolving Loans. On any day on which the Company shall
have requested, or been deemed to have requested, a Revolving Loan to reimburse a drawing
under a Letter of Credit, the Administrative Agent shall give notice to the Revolving
Lenders that a Revolving Loan has been requested or deemed requested in connection with a
drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised
entirely of Alternate Base Rate Loans in Dollars (each such borrowing, a “LOC Mandatory
Borrowing”) shall be made (without giving effect to any termination of the Commitments
pursuant to Section 7.2) pro rata based on each Revolving Lender’s
respective Revolving Commitment Percentage (determined before giving effect to any
termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be
paid directly to the Issuing Lender for application to the respective LOC Obligations.
Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans on the day
such notice is received by the Revolving Lenders from the Administrative Agent if such
notice is received at or before 2:00 P.M. EST, otherwise such payment shall be made at or
before 12:00 Noon EST on the Business Day next succeeding the date such notice is received,
in each case notwithstanding (i) the amount of LOC Mandatory Borrowing may not
comply with the minimum amount for borrowings of Revolving Loans otherwise required
hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) the failure of any such request
or deemed request for Revolving Loan to be made by the time otherwise required in Section
2.1(b), (v) the date of such LOC Mandatory Borrowing, or (vi) any reduction in the
Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In
the event that any LOC Mandatory Borrowing cannot for any reason be made on the date
otherwise required above (including, without limitation, as a result of the occurrence of a
Bankruptcy Event), then each such Revolving Lender hereby agrees that it shall forthwith
fund (as of the date the LOC Mandatory Borrowing would otherwise have occurred, but
adjusted for any payments received from the Company on or after such date and prior to such
purchase), in Dollars, the Dollar Amount of its Participation Interests in the outstanding
LOC Obligations; provided, further, that in the event any Lender shall fail to fund
its Participation Interest on the day the LOC Mandatory Borrowing would otherwise have
occurred, then the amount of such Revolving Lender’s unfunded Participation Interest
therein shall bear interest payable by such Revolving Lender to the Issuing Lender upon
demand, at the rate equal to, if paid within two (2) Business Days of such date, the
Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.




(f) Modification, Extension. The issuance of any supplement, modification,
amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be
treated in all respects the same as the issuance of a new Letter of Credit hereunder.




(g) ISP98 and UCP. Unless otherwise expressly agreed by the Issuing Lender
and the Company when a Letter of Credit is issued, (i) the rules of “International Standby
Practices 1998,” as most recently published by the Institute of International Banking Law &
Practice at the time of issuance, shall apply to each standby Letter of Credit and (ii) the
rules of The Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance, shall apply to
each trade Letter of Credit.




(h) Conflict with LOC Documents. In the event of any conflict between this
Credit Agreement and any LOC Document (including any letter of credit application and any
LOC Documents relating to the Existing Letters of Credit), this Credit Agreement shall
control.




(i) Designation of Subsidiaries as Account Parties. Notwithstanding anything
to the contrary set forth in this Credit Agreement, including without limitation Section
2.2(a), a Letter of Credit issued hereunder may contain a statement to the effect that such
Letter of Credit is issued for the account of a Subsidiary of the Company so long as such
Letter of Credit and the Issuing Lender’s issuance thereof complies with all applicable
Requirements of Law; provided that, notwithstanding such statement, the Company
shall be the actual account party for all purposes of this Credit Agreement for such Letter
of Credit and such statement shall not affect the Company’s Reimbursement Obligation
hereunder with respect to such Letter of Credit.



Section 2.3 Swingline Loan Subfacility.




(a) Swingline Commitment. During the Commitment Period, subject to the terms
and conditions hereof, the Swingline Lender, in its individual capacity, agrees to make
certain revolving credit loans in Dollars to the Company (each a “Swingline Loan” and,
collectively, the “Swingline Loans”) for the purposes hereinafter set forth;
provided, however, (i) the aggregate principal amount of Swingline Loans
outstanding at any time shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the
“Swingline Committed Amount”) and (ii) the sum of the aggregate principal
Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving
Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed
the Revolving Committed Amount. Swingline Loans hereunder may be repaid and reborrowed in
accordance with the provisions hereof.




(b) Swingline Loan Borrowings.




(i) Notice of Borrowing and Disbursement. Upon receiving a Notice of
Borrowing from the Company not later than 12:00 Noon EST on any Business Day
requesting that a Swingline Loan be made, the Swingline Lender will make Swingline
Loans which are denominated in Dollars available to the Company on the same Business
Day such request is received by the Administrative Agent. Swingline Loan borrowings
hereunder shall be made in minimum amounts of $100,000 and in integral amounts of
$100,000 in excess thereof.




(ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall
be due and payable on the Revolving Commitment Termination Date. The Swingline
Lender may, at any time, in its sole discretion, by written notice to the Company
and the Administrative Agent, demand repayment of its Swingline Loans by way of a
Revolving Loan borrowing, in which case the Company shall be deemed to have
requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans
in the amount of such Swingline Loans; provided, however, that, in
the following circumstances, any such deemed request shall also be deemed to have
been given one Business Day prior to each of (i) the Revolving Commitment
Termination Date, (ii) the occurrence of a Bankruptcy Event, (iii) upon acceleration
of the Credit Party Obligations hereunder, whether on account of a Bankruptcy Event
or any other Event of Default, and (iv) the exercise of remedies in accordance with
the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on
account of any such deemed request therefor as provided herein being hereinafter
referred to as “Swingline Mandatory Borrowing”). Each Revolving
Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such
request or deemed request on account of each Mandatory Swingline Borrowing in the
amount and in the manner specified in the preceding sentence on the date such notice
is received by the Revolving Lenders from the Administrative Agent if such notice is
received at or before 2:00 P.M. EST, otherwise such payment shall be made at or
before 12:00 EST Noon on the Business Day next succeeding the date such notice is
received notwithstanding (I) the amount of Swingline Mandatory Borrowing
may not comply with the minimum amount for borrowings of Revolving Loans otherwise
required hereunder, (II) whether any conditions specified in Section 4.2 are then
satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure
of any such request or deemed request for Revolving Loans to be made by the time
otherwise required in Section 2.1(b)(i), (V) the date of such Swingline Mandatory
Borrowing, or (VI) any reduction in the Revolving Committed Amount or termination of
the Revolving Commitments immediately prior to such Swingline Mandatory Borrowing or
contemporaneously therewith. In the event that any Swingline Mandatory Borrowing
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code), then each Revolving Lender hereby agrees that it shall forthwith
purchase (as of the date the Swingline Mandatory Borrowing would otherwise have
occurred, but adjusted for any payments received from the Company on or after such
date and prior to such purchase) from the Swingline Lender such participations in
the outstanding Swingline Loans as shall be necessary to cause each such Revolving
Lender to share in such Swingline Loans ratably based upon its respective Revolving
Commitment Percentage (determined before giving effect to any termination of the
Commitments pursuant to Section 7.2); provided that (A) all interest payable
on the Swingline Loans shall be for the account of the Swingline Lender until the
date as of which the respective participation is purchased, and (B) at the time any
purchase of participations pursuant to this sentence is actually made, the
purchasing Revolving Lender shall be required to pay to the Swingline Lender
interest on the principal amount of such participation purchased for each day from
and including the day upon which the Swingline Mandatory Borrowing would otherwise
have occurred to but excluding the date of payment for such participation, at the
rate equal to, if paid within two (2) Business Days of the date of the Swingline
Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate
equal to the Alternate Base Rate.




(c) Interest on Swingline Loans. Subject to the provisions of Section 2.9,
Swingline Loans shall bear interest at a per annum rate equal to the Alternate Base Rate
plus the Applicable Percentage, if any, for Revolving Loans that are Alternate Base
Rate Loans. Interest on Swingline Loans shall be payable in arrears on each Interest
Payment Date.




(d) Swingline Note. The Swingline Loans shall be evidenced by a duly executed
promissory note of the Company to the Swingline Lender in the original amount of the
Swingline Committed Amount and substantially in the form of Schedule 2.3(d).



Section 2.4 Increase in Facility.




(a) Request for Increase. Provided there exists no Default or Event of
Default, upon notice to the Administrative Agent (who shall promptly notify the Lenders),
the Company may from time to time request an increase in the Revolving Commitments by an
amount (for all such requests) not exceeding $50,000,000; provided that (i) any
such request for an increase shall be in a minimum amount of $10,000,000, and (ii) the
Company may make a maximum of three such requests. At the time of sending such notice, the
Company (in consultation with the Administrative Agent) shall specify the time period
within which each Lender is requested to respond (which shall in no event be less than ten
Business Days from the date of delivery of such notice to the Lenders).




(b) Lender Elections to Increase. Each Lender shall notify the Administrative
Agent in writing within such time period whether or not it agrees to increase its Revolving
Commitment and, if so, whether by an amount equal to, greater than, or less than its
Revolving Commitment Percentage of such requested increase. Any Lender not responding
within such time period shall be deemed to have declined to increase its Revolving
Commitment.




(c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to
each request made hereunder. To achieve the full amount of a requested increase and
subject to the approval of the Administrative Agent not to be unreasonably withheld, the
Company may invite other banks, financial institutions and investment funds to join this
Credit Agreement as Lenders hereunder, provided that such other banks, financial
institutions and investment funds shall enter into such joinder agreements to give effect
thereto as the Administrative Agent may reasonably request. The Administrative Agent is
authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement
or any other Credit Document as may be necessary to reflect the increase in the Revolving
Commitment.




(d) Effective Date and Allocations. If the Revolving Commitments are
increased in accordance with this Section, the Administrative Agent and the Company shall
determine the effective date (the “Increase Effective Date”) and the final allocation of
such increase. The Administrative Agent shall promptly notify the Company and the Lenders
of the final allocation of such increase and the Increase Effective Date.




(e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Company shall deliver to the Administrative Agent a certificate of each
Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender)
signed by an authorized officer of such Credit Party (i) certifying and attaching the
resolutions adopted by such Credit Party approving or consenting to such increase, and (ii)
in the case of the Company, certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article 3 and the other
Credit Documents are true and correct in all material respects on and as of the Increase
Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct in all material respects
as of such earlier date, and (B) no Default or Event of Default exists.




(f) Conflicting Provisions. This Section shall supersede any provisions in
Section 9.01 to the contrary.



Section 2.5 Fees.




(a) Commitment Fee. In consideration of the Revolving Commitments, the
Company agrees to pay to the Administrative Agent for the ratable benefit of the Revolving
Lenders a commitment fee (the “Commitment Fee”) in an amount equal to the
Applicable Percentage per annum on the average daily unused Dollar Amount (determined as of
the most recent Revaluation Date) of the Revolving Committed Amount. For purposes of
computation of the Commitment Fee, LOC Obligations shall be considered usage of the
Revolving Committed Amount but Swingline Loans shall not be considered usage of the
Revolving Committed Amount. The Commitment Fee shall be payable in arrears quarterly on
the first Business Day of each calendar quarter.




(b) Letter of Credit Fees. In consideration of the LOC Commitments, the
Company agrees to pay to the Administrative Agent, for the ratable benefit of the Revolving
Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable Percentage per
annum on the average daily maximum amount available to be drawn under each Letter of Credit
from the date of issuance to the date of expiration. The Letter of Credit Fee shall be
payable quarterly in arrears on the first Business Day of each calendar quarter, and with
respect to any Foreign Currency Letters of Credit, payable in Dollars based on the Spot
Rate as of the prior quarter end.




(c) Issuing Lender Fees. In addition to the Letter of Credit Fees payable
pursuant to subsection (b) hereof, the Company shall pay to the Issuing Lender for its own
account without sharing by the other Lenders the reasonable and customary charges from time
to time of the Issuing Lender with respect to the amendment, transfer, administration,
cancellation and conversion of, and drawings under, such Letters of Credit (collectively,
the “Issuing Lender Fees”). The Issuing Lender may charge, and retain for its own
account without sharing by the other Lenders, an additional facing fee (the “Letter of
Credit Facing Fee”) of one tenth of one percent (0.10%) per annum on the average daily
maximum amount available to be drawn under each such Letter of Credit issued by it. The
Issuing Lender Fees and the Letter of Credit Facing Fee shall be payable quarterly in
arrears on the first Business Day of each calendar quarter.




(d) Administrative Fees. The Company agrees to pay to the Administrative
Agent the annual administrative fees as described in the Commitment Letter and, on the
Closing Date, an upfront fee, for the benefit of each Lender, in an amount equal to 15
basis points (0.15%) of the amount of such Lender’s Revolving Commitment.



Section 2.6 Commitment Reductions.




(a) Voluntary Reductions. The Company shall have the right to terminate or
permanently reduce the unused portion of the Revolving Committed Amount at any time or from
time to time upon not less than five Business Days’ prior notice to the Administrative
Agent (which shall notify the Lenders thereof as soon as practicable) of each such
termination or reduction, which notice shall specify the effective date thereof and the
amount of any such reduction which shall be in a minimum Dollar Amount (determined as of
the most recent Revaluation Date) of $1,000,000 or a whole multiple of $500,000 in excess
thereof and shall be irrevocable and effective upon receipt by the Administrative Agent,
provided that no such reduction or termination shall be permitted if after giving
effect thereto, and to any prepayments of the Loans made on the effective date thereof, the
sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation
Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus
LOC Obligations would exceed the Revolving Committed Amount.




(b) Swingline Committed Amount. If the Revolving Committed Amount is reduced
pursuant to Section 2.7(a) below the then Swingline Committed Amount, the Swingline
Committed Amount shall automatically be reduced by an amount such that the Swingline
Committed Amount equals the Revolving Committed Amount.




(c) Revolving Commitment Termination Date. The Revolving Commitments, the
Swingline Commitment and the LOC Commitment shall automatically terminate on the Revolving
Commitment Termination Date.



Section 2.7 Prepayments.




(a) Optional Prepayments. The Borrowers shall have the right to prepay Loans
in whole or in part from time to time; provided, however, that each partial
prepayment of a Revolving Loan shall be in a minimum principal Dollar Amount (determined as
of the most recent Revaluation Date) of $1,000,000 and integral multiples of $500,000 in
excess thereof (or the remaining outstanding principal amount), and each partial prepayment
of a Swingline Loan shall be in a minimum principal Dollar Amount (determined as of the
most recent Revaluation Date) of $100,000 and integral multiples of $100,000 in excess
thereof (or the remaining outstanding principal amount). The Company shall give three
Business Days’ irrevocable notice in the case of LIBOR Rate Loans and same-day irrevocable
notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative
Agent (which shall notify the Lenders thereof as soon as practicable). All prepayments
under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium
or penalty. Interest on the principal amount prepaid shall be payable on the next
occurring Interest Payment Date that would have occurred had such loan not been prepaid or,
at the request of the Administrative Agent, interest on the principal amount prepaid shall
be payable on any date that a prepayment is made hereunder through the date of prepayment.
Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in
accordance with the terms hereof.




(b) Hedging Obligations Unaffected. Any repayment or prepayment made pursuant
to this Section 2.7 shall not affect the Borrower’s obligation to continue to make payments
under any Secured Hedging Agreement, which shall remain in full force and effect
notwithstanding such repayment or prepayment, subject to the terms of such Secured Hedging
Agreement.



Section 2.8 Lending Offices.



LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending Office and Alternate Base
Rate Loans at its Domestic Lending Office.



Section 2.9 Default Rate.



Upon the occurrence, and during the continuance, of an Event of Default, at the discretion of
the Required Lenders, the principal of and, to the extent permitted by law, interest on the Loans
and any other amounts owing hereunder or under the other Credit Documents shall bear interest,
payable on demand, at a per annum rate 2% greater than the rate which would otherwise be applicable
(or if no rate is applicable, whether in respect of interest, fees or other amounts, then the
Alternate Base Rate plus the Applicable Percentage, if any, for Alternate Base Rate Revolving Loans
plus 2%).



Section 2.10 Conversion Options.




(a) The Company may, in the case of Revolving Loans, elect from time to time to
convert Alternate Base Rate Loans denominated in Dollars to LIBOR Rate Loans, by delivering
a Notice of Conversion/Extension to the Administrative Agent at least three Business Days
prior to the proposed date of conversion. In addition, the Company may elect from time to
time to convert all or any portion of a LIBOR Rate Loan denominated in Dollars to an
Alternate Base Rate Loan by delivering a Notice of Conversion/Extension to the
Administrative Agent by 11:00 A.M. EST three Business Days prior to the proposed date of
conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a
LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next
succeeding Business Day and during the period from such last day of an Interest Period to
such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base
Rate Loan. If the Company shall convert LIBOR Rate Loans to Alternate Base Rate Loans on a
date other than the last day of the applicable Interest Period, then the Company shall pay
breakage costs associated with such conversion as provided in Section 2.17. If the date
upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a
Business Day, then such conversion shall be made on the next succeeding Business Day and
during the period from such last day of an Interest Period to such succeeding Business Day
such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part
of outstanding Alternate Base Rate Loans may be converted as provided herein,
provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default
or Event of Default has occurred and is continuing and (ii) partial conversions shall be in
an aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of
$1,000,000 or a whole multiple of $500,000 in excess thereof. All or any part of
outstanding LIBOR Rate Loans may be converted as provided herein, provided that
partial conversions shall be in an aggregate principal Dollar Amount (determined as of the
most recent Revaluation Date) of $1,000,000 or a whole multiple of $500,000 in excess
thereof.




(b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest
Period with respect thereto by compliance by the Company with the notice provisions
contained in Section 2.10(a); provided, that no LIBOR Rate Loan may be continued as
such when any Event of Default has occurred and is continuing, in which case such Loan
shall be automatically converted to an Alternate Base Rate Loan denominated in Dollars at
the end of the applicable Interest Period with respect thereto. If the Company shall fail
to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of
LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically
converted to Alternate Base Rate Loans denominated in Dollars at the end of the applicable
Interest Period with respect thereto.




(c) Unless otherwise agreed to by the Required Lenders, upon the occurrence and during
the continuance of any Event of Default, all Foreign Currency Loans then outstanding shall
be redenominated into Dollars (based on the Dollar Amount (determined as of the most recent
Revaluation Date) of such Foreign Currency Loans on the date of redenomination) on the last
day of the then current Interest Periods of such Foreign Currency Loans; provided
that in each case the Company shall be liable for any currency exchange loss related to
such payments and shall promptly pay to each Lender upon receipt of notice thereof by the
Company from such Lender the amount of any such loss incurred by such Lender.



Section 2.11 Computation of Interest and Fees; Usury.




(a) Interest payable hereunder with respect to Alternate Base Rate Loans based on the
Prime Rate and Foreign Currency Loans denominated in Pounds Sterling shall be calculated on
the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed.
All other fees, interest and all other amounts payable hereunder shall be calculated on the
basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as
soon as practicable notify the Company and the Lenders of each determination of a LIBOR
Rate on the Business Day of the determination thereof. Any change in the interest rate on
a Loan resulting from a change in the Alternate Base Rate shall become effective as of the
opening of business on the day on which such change in the Alternate Base Rate shall become
effective. The Administrative Agent shall as soon as practicable notify the Company and
the Lenders of the effective date and the amount of each such change.




(b) Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Credit Agreement shall be conclusive and binding on the Borrowers and the
Lenders in the absence of manifest error. The Administrative Agent shall, at the request
of the Company, deliver to the Company a statement showing the computations used by the
Administrative Agent in determining any interest rate.




(c) It is the intent of the Lenders and the Credit Parties to conform to and contract
in strict compliance with applicable usury law from time to time in effect. All agreements
between the Lenders and the Credit Parties are hereby limited by the provisions of this
subsection which shall override and control all such agreements, whether now existing or
hereafter arising and whether written or oral. In no way, nor in any event or contingency
(including but not limited to prepayment or acceleration of the maturity of any Credit
Party Obligation), shall the interest taken, reserved, contracted for, charged, or received
under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious
amount permissible under applicable law. If, from any possible construction of any of the
Credit Documents or any other document, interest would otherwise be payable in excess of
the maximum nonusurious amount, any such construction shall be subject to the provisions of
this paragraph and such interest shall be automatically reduced to the maximum nonusurious
amount permitted under applicable law, without the necessity of execution of any amendment
or new document. If any Lender shall ever receive anything of value which is characterized
as interest on the Loans under applicable law and which would, apart from this provision,
be in excess of the maximum nonusurious amount, an amount equal to the amount which would
have been excessive interest shall, without penalty, be applied to the reduction of the
principal amount owing on the Loans and not to the payment of interest, or refunded to the
applicable Borrower or the other payor thereof if and to the extent such amount which would
have been excessive exceeds such unpaid principal amount of the Loans. The right to demand
payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents
does not include the right to receive any interest which has not otherwise accrued on the
date of such demand, and the Lenders do not intend to charge or receive any unearned
interest in the event of such demand. All interest paid or agreed to be paid to the
Lenders with respect to the Loans shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full stated term (including any
renewal or extension) of the Loans so that the amount of interest on account of such
Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.



Section 2.12 Pro Rata Treatment and Payments.




(a) Allocation of Payments Prior to Exercise of Remedies. Each borrowing of
Revolving Loans and any reduction of the Revolving Commitments shall be made pro
rata according to the respective Revolving Commitment Percentages of the Revolving
Lenders. Unless otherwise required by the terms of this Credit Agreement, each payment
(other than prepayments pursuant to Section 2.7) under this Credit Agreement or any Note
shall be applied as the Company may elect, or if the Company shall make no such election,
first, to any fees then due and owing by the Company pursuant to Section 2.5, second, to
interest then due and owing hereunder and under the Notes of the Borrowers, and, third, to
the outstanding principal of the Revolving Loans. Each payment on account of any fees
pursuant to Section 2.5 shall be made pro rata in accordance with the
respective Commitment Percentages of the Lenders (except as to the Letter of Credit Facing
Fee, the Issuing Lender Fees and the administrative fee referenced in Section 2.5(d)).
Each payment (other than prepayments) by the Borrowers on account of principal of and
interest on the Revolving Loans shall be made pro rata according to the
respective amounts due and owing hereunder in the currency in which such amount is
denominated and in such funds as are customary at the place and time of payment for the
settlement of international payments in such currency. Without limiting the terms of the
preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall
be payable in the same Foreign Currency as such Loan. Each optional prepayment of the
Loans shall be applied in accordance with Section 2.7(a). Payments made pursuant to Section
2.15 shall be applied in accordance with such Section. All payments (including
prepayments) to be made by the Borrowers on account of principal, interest and fees shall
be made without defense, set off or counterclaim (except as provided in Section 2.18(b)),
shall be made to the Administrative Agent for the account of the Lenders in immediately
available funds at the Administrative Agent’s Office and (i) in the case of Loans or other
amounts denominated in Dollars, shall be made in Dollars not later than 12:00 Noon EST on
the date when due and (ii) in the case of Loans or other amounts denominated in a Foreign
Currency, unless otherwise specified herein, shall be made in such Foreign Currency not
later than the Applicable Time specified by the Administrative Agent on the date when due.
Any payment received after the foregoing deadlines shall be deemed received on the next
Business Day. The Administrative Agent shall distribute such payments to the Lenders
entitled thereto promptly upon receipt in like funds as received. If any payment hereunder
(other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be payable at the then applicable
rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on
a day other than a Business Day, such payment date 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.




(b) Allocation of Payments After Exercise of Remedies. Notwithstanding any
other provisions of this Credit Agreement to the contrary, after the exercise of remedies
(other than the invocation of default interest pursuant to Section 2.9) by the
Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall
automatically terminate and the Loans (with accrued interest thereon) and all other amounts
under the Credit Documents (including without limitation the maximum amount of all
contingent liabilities under Letters of Credit) shall automatically become due and payable
in accordance with the terms of such Section), all amounts collected or received by the
Administrative Agent or any Lender on account of the Credit Party Obligations or any other
amounts outstanding under any of the Credit Documents or in respect of the Collateral shall
be paid over or delivered as follows (irrespective of whether the following costs,
expenses, fees, interest, premiums, scheduled periodic payments or Credit Party Obligations
are allowed, permitted or recognized as a claim in any proceeding resulting from the
occurrence of a Bankruptcy Event):




FIRST, to the payment of all reasonable out of pocket costs and expenses
(including without limitation reasonable attorneys’ fees) of the Administrative
Agent in connection with enforcing the rights of the Lenders under the Credit
Documents and any protective advances made by the Administrative Agent with respect
to the Collateral under or pursuant to the terms of the Security Documents;




SECOND, to the payment of any fees owed to the Administrative Agent;




THIRD, to the payment of all reasonable out of pocket costs and expenses
(including without limitation, reasonable attorneys’ fees) of each of the Lenders in
connection with enforcing its rights under the Credit Documents or otherwise with
respect to the Credit Party Obligations owing to such Lender;




FOURTH, to the payment of all of the Credit Party Obligations consisting of
accrued fees and interest, and including with respect to any Secured Hedging
Agreement, any fees, premiums and scheduled periodic payments due under such Secured
Hedging Agreement and any interest accrued thereon;




FIFTH, to the payment of the outstanding principal amount of the Credit Party
Obligations and the payment or cash collateralization of the outstanding LOC
Obligations, and including with respect to any Secured Hedging Agreement, any
breakage, termination or other payments due under such Secured Hedging Agreement and
any interest accrued thereon;




SIXTH, to all other Credit Party Obligations and other obligations which shall
have become due and payable under the Credit Documents or otherwise and not repaid
pursuant to clauses ”FIRST” through “FIFTH” above; and




SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully
entitled to receive such surplus.



In carrying out the foregoing, (i) amounts received shall be applied in the numerical order
provided until exhausted prior to application to the next succeeding category; (ii) each of the
Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then
outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding
Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”,
“FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for
distribution pursuant to clause ”FIFTH” above are attributable to the issued but undrawn amount of
outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash
collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any
drawings under such Letters of Credit and (B) then, following the expiration of all Letters of
Credit, to all other obligations of the types described in clauses ”FIFTH” and “SIXTH” above in the
manner provided in this Section 2.12. Notwithstanding the foregoing terms of this Section 2.12,
neither the Foreign Borrower nor any other Foreign Credit Party shall be required to repay or
prepay, or to guarantee, nor shall any amount paid by the Foreign Borrower or any other Foreign
Credit Party be applied to, the Credit Party Obligations of the Company and the US Guarantors.



Section 2.13 Non Receipt of Funds by the Administrative Agent.




(a) Unless the Administrative Agent shall have been notified in writing by a Lender
prior to the date a Loan is to be made by such Lender (which notice shall be effective upon
receipt) that such Lender does not intend to make the proceeds of such Loan available to
the Administrative Agent, the Administrative Agent may assume that such Lender has made
such proceeds available to the Administrative Agent on such date, and the Administrative
Agent may in reliance upon such assumption (but shall not be required to) make available to
the Borrowers a corresponding amount. If such corresponding amount is not in fact made
available to the Administrative Agent, the Administrative Agent shall be able to recover
such corresponding amount from such Lender. If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent
will promptly notify the Company, and the applicable Borrower shall immediately pay such
corresponding amount to the Administrative Agent. The Administrative Agent shall also be
entitled to recover from the Lender or the applicable Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the applicable
Borrower to the date such corresponding amount is recovered by the Administrative Agent at
a per annum rate equal to (i) from the applicable Borrower at the applicable rate for the
applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the
Federal Funds Effective Rate.




(b) Unless the Administrative Agent shall have been notified in writing by the
Company, prior to the date on which any payment is due from a Borrower hereunder (which
notice shall be effective upon receipt) that the applicable Borrower does not intend to
make such payment, the Administrative Agent may assume that the applicable Borrower has
made such payment when due, and the Administrative Agent may in reliance upon such
assumption (but shall not be required to) make available to each Lender on such payment
date an amount equal to the portion of such assumed payment to which such Lender is
entitled hereunder, and if the applicable Borrower has not in fact made such payment to the
Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the
amount made available to such Lender. If such amount is repaid to the Administrative Agent
on a date after the date such amount was made available to such Lender, such Lender shall
pay to the Administrative Agent on demand interest on such amount in respect of each day
from the date such amount was made available by the Administrative Agent to such Lender to
the date such amount is recovered by the Administrative Agent at a per annum rate equal to
the Federal Funds Effective Rate.




(c) A certificate of the Administrative Agent submitted to the Company or any Lender
with respect to any amount owing under this Section 2.13 shall be conclusive in the absence
of manifest error.



Section 2.14 Inability to Determine Interest Rate.



Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent
shall reasonably determine (which determination shall be conclusive and binding absent manifest
error) that, by reason of circumstances affecting the relevant market, deposits in the relevant
amount in the relevant currency and for the relevant Interest Period are not available in the
relevant market to any Lender or reasonable and adequate means do not exist for ascertaining LIBOR
for such Interest Period, or (b) the Required Lenders shall reasonably determine (which
determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not
adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company
has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative
Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the
Company, and the Lenders at least two Business Days prior to the first day of such Interest Period.
If such notice is given (i) any affected Foreign Currency Loans requested to be made on the first
day of such Interest Period shall be made, at the sole option of the applicable Borrower, in
Dollars as Alternate Base Rate Loans or such request shall be cancelled, (ii) any affected LIBOR
Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars
as Alternate Base Rate Loans and (iii) any affected Loans that were to have been converted on the
first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to or
continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the
Administrative Agent, no further Loans shall be made as, continued as, or converted into, LIBOR
Rate Loans for the Interest Periods so affected.



Section 2.15 Illegality.




(a) Notwithstanding any other provision herein, if (i) the adoption of, or any change
in, any Requirement of Law or in the interpretation or application thereof by the relevant
Governmental Authority after the date of this Agreement shall make it unlawful for any
Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans denominated in
Dollars or in any Foreign Currency as contemplated by this Credit Agreement, or (ii) there
shall have occurred any change after the date of this Agreement in national or
international financial, political or economic conditions (including the imposition of or
any change in exchange controls) or currency exchange rates which would make it unlawful or
impossible for any Lender to make Loans denominated in any Foreign Currency to the
Borrowers, as contemplated by this Credit Agreement (any such affected LIBOR Rate Loans or
Foreign Currency Loans, the “Affected Loans”), then such Lender shall be an
“Affected Lender” and by written notice to the Company and to the Administrative Agent:




(i) may declare that Affected Loans will not thereafter (for the duration of
such unlawfulness or impossibility) be made by such Lender hereunder, whereupon any
request for an Affected Loan shall, as to such Lender only (A) if such Affected Loan
is not a Foreign Currency Loan, be deemed a request for an Alternate Base Rate Loan
(unless it should also be illegal for the Affected Lender to provide an Alternate
Base Rate Loan, in which case such Loan shall bear interest at a commensurate rate
to be agreed upon by the Administrative Agent and the Affected Lender, and so long
as no Event of Default shall have occurred and be continuing, the Company), unless
such declaration by the Affected Lender shall be subsequently withdrawn and (B) if
such Affected Loan is a Foreign Currency Loan, be deemed to have been withdrawn,
unless such declaration by the Affected Lender shall be subsequently withdrawn; and




(ii) may require that all outstanding Affected Loans, as the case may be, made
by it be (A) if such Affected Loans are not Foreign Currency Loans, converted to
Alternate Base Rate Loans, in which event all such Affected Loans shall be
automatically converted to Alternate Base Rate Loans as of the effective date of
such notice as provided in subsection (b) below or (B) if such Affected Loans are
Foreign Currency Loans, converted to Alternate Base Rate Loans denominated in
Dollars, in which event all such Affected Loans shall be converted to Alternate Base
Rate Loans denominated in Dollars as of the effective date of such notice as
provided in subsection (b) below; provided that the applicable Borrower
shall be liable for any currency exchange loss related to such conversion.



In the event any Lender shall exercise its rights under (i) or (ii) above with respect to any
Affected Loans which are not Foreign Currency Loans, all payments and prepayments of principal
which would otherwise have been applied to repay the Affected Loans of such Lender shall instead be
applied to repay the Alternate Base Rate Loans made by such Lender in lieu of, or resulting from
the conversion of, such Affected Loans.




(b) For purposes of this Section 2.15, a notice to the Company by any Lender shall be
effective as to each such Affected Loan, if lawful, on the last day of the Interest Period
currently applicable to such Affected Loan; in all other cases such notice shall be
effective on the date of receipt by the Company.



Section 2.16 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, in each case made subsequent to the date hereof:




(i) shall subject such Lender to any tax of any kind whatsoever with respect to
any Letter of Credit or any application relating thereto, any LIBOR Rate Loan made
by it, or change the basis of taxation of payments to such Lender in respect thereof
(except for changes in the rate of tax on the overall net income of such Lender);




(ii) shall impose, modify or hold applicable any 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 which is not
otherwise included in the determination of the LIBOR Rate hereunder; or




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




and the result of any of the foregoing is to increase the cost to such Lender of making
or maintaining LIBOR Rate Loans or the Letters of Credit (or the Participations Interests
therein) or to reduce any amount receivable hereunder or under any Note, then, in any such
case, the applicable Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such additional cost or reduced
amount receivable which such Lender reasonably deems to be material as determined by such
Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any
additional amounts payable pursuant to this Section submitted by such Lender, through the
Administrative Agent, to the Company shall be conclusive in the absence of manifest error.
Each Lender agrees to use reasonable efforts (including reasonable efforts to change its
Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize
any amounts which might otherwise be payable pursuant to this paragraph of this Section;
provided, however, that such efforts shall not cause the imposition on such Lender
of any additional costs or legal or regulatory burdens deemed by such Lender to be material.




(b) If any Lender shall have reasonably determined that the adoption of or any change
after the date of this Agreement 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 central bank or Governmental Authority made
subsequent to the date hereof does or 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 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 reasonably
deemed by such Lender to be material, then from time to time, within fifteen (15) days
after demand by such Lender, the applicable Borrower shall pay to such Lender such
additional amount as shall be certified by such Lender as being required to compensate it
for such reduction. Such a certificate as to any additional amounts payable under this
Section submitted by a Lender (which certificate shall include a description of the basis
for the computation), through the Administrative Agent, to the Company shall be conclusive
absent manifest error.




(c) The agreements in this Section 2.16 shall survive the termination of this Credit
Agreement and payment of the Credit Party Obligations.




Any claim by a Lender for indemnification under this Section 2.16 shall be made no
later than 90 days after such Lender becomes aware any amount payable to such Lender under
this Section.



Section 2.17 Indemnity.



Each of the Borrowers hereby agree to indemnify each Lender and to hold such Lender harmless
from any funding loss or expense which such Lender may sustain or incur as a consequence of (a)
default by such Borrower in payment of the principal amount of or interest on any Loan by such
Lender in accordance with the terms hereof, (b) default by such Borrower in accepting a borrowing
after such Borrower has given a notice in accordance with the terms hereof, (c) default by such
Borrower in making any prepayment after such Borrower has given a notice in accordance with the
terms hereof, and/or (d) the making by such Borrower of a prepayment of a Loan, or the conversion
thereof, on a day which is not the last day of the Interest Period with respect thereto, in each
case including, but not limited to, any such loss or expense arising from interest or fees payable
by such Lender to lenders of funds obtained by it in order to maintain its Loans hereunder. A
certificate as to any additional amounts payable pursuant to this Section submitted by any Lender,
through the Administrative Agent, to the Company (which certificate must be delivered to the
Administrative Agent within thirty days following such default, prepayment or conversion) shall be
conclusive in the absence of manifest error. The agreements in this Section shall survive
termination of this Credit Agreement and payment of the Credit Party Obligations; provided,
that any claim by a Lender for indemnification under this Section 2.17 shall be made no later than
90 days after such Lender becomes aware of such loss or expense.



Section 2.18 Taxes.




(a) All payments made by the Credit Parties hereunder or under any Note shall be,
except as provided in Section 2.18(b), made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or
other charges of whatever nature now or hereafter imposed by any Governmental Authority or
by any political subdivision or taxing authority thereof or therein with respect to such
payments (but excluding any tax imposed on or measured by the net income or profits of a
Lender pursuant to the laws of the jurisdiction in which it is organized or the
jurisdiction in which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect thereto (all such non excluded taxes, levies, imposts, duties,
fees, assessments or other charges being referred to collectively as “Taxes”). If any
Taxes are so levied or imposed, the applicable Credit Parties agree to pay the full amount
of such Taxes, and such additional amounts as may be necessary so that every payment of all
amounts by such Credit Parties due under this Credit Agreement or under any Note, after
withholding or deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note. The applicable Credit Parties will furnish to the
Administrative Agent as soon as practicable after the date the payment of any Taxes is due
pursuant to applicable law certified copies (to the extent reasonably available and
required by law) of tax receipts evidencing such payment by such Credit Parties. The
applicable Credit Parties agree to indemnify and hold harmless each Lender, and reimburse
such Lender upon its written request, for the amount of any Taxes so levied or imposed and
paid by such Lender.




(b) Each Lender that is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) agrees to deliver to the Company and the Administrative Agent on
or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee
of an interest under this Credit Agreement pursuant to Section 9.6(d) (unless the
respective Lender was already a Lender hereunder immediately prior to such assignment or
transfer), on the date of such assignment or transfer to such Lender two accurate and
complete original signed copies of Internal Revenue Service Form W 8BEN or W 8ECI (or
successor forms) certifying such Lender’s entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Credit Agreement and
under any Note. In addition, each Lender agrees that it will deliver upon the Company’s
request updated versions of the foregoing, as applicable, whenever the previous
certification has become obsolete or inaccurate in any material respect, together with such
other forms as may be required in order to confirm or establish the entitlement of such
Lender to a continued exemption from or reduction in United States withholding tax with
respect to payments under this Credit Agreement and any Note. Notwithstanding anything to
the contrary contained in Section 2.18(a), but subject to the immediately following
sentence, (A) the Borrowers shall be entitled, to the extent required to do so by law, to
deduct or withhold Taxes imposed by the United States (or any political subdivision or
taxing authority thereof or therein) from interest, fees or other amounts payable hereunder
for the account of any Lender which is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that
such Lender has not provided to the Company U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (B) the Borrowers
shall not be obligated pursuant to Section 2.18(a) hereof to gross up payments to be made
to a Lender in respect of Taxes imposed by the United States if (I) such Lender has not
provided to the Company the Internal Revenue Service Forms required to be provided to the
Company pursuant to this Section 2.18(b) or (II) in the case of a payment, other than
interest, to a Lender described in clause (ii) above, to the extent that such Forms do not
establish a complete exemption from withholding of such Taxes. Notwithstanding anything to
the contrary contained in the preceding sentence or elsewhere in this Section 2.18, the
Credit Parties agree to pay additional amounts and to indemnify each Lender in the manner
set forth in Section 2.18(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any amounts deducted or withheld by it as
described in the immediately preceding sentence as a result of any changes after the
Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or withholding of Taxes.




(c) Each Lender agrees to use reasonable efforts (including reasonable efforts to
change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or
to minimize any amounts which might otherwise be payable pursuant to this Section;
provided, however, that such efforts shall not cause the imposition on such Lender
of any additional costs or legal or regulatory burdens deemed by such Lender in its sole
discretion to be material.




(d) If the Credit Parties pay any additional amount pursuant to this Section 2.18 with
respect to a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or
credit against its tax liabilities on account of such payment; provided that such
Lender shall have no obligation to use such reasonable efforts if either (i) it is in an
excess foreign tax credit position or (ii) it believes in good faith, in its sole
discretion, that claiming a refund or credit would cause adverse tax consequences to it.
In the event that such Lender receives such a refund or credit, such Lender shall pay to
the Credit Parties an amount that such Lender reasonably determines is equal to the net tax
benefit obtained by such Lender as a result of such payment by the Credit Parties. In the
event that no refund or credit is obtained with respect to the Credit Parties’ payments to
such Lender pursuant to this Section 2.18, then such Lender shall upon request provide a
certification that such Lender has not received a refund or credit for such payments.
Nothing contained in this Section 2.18 shall require a Lender to disclose or detail the
basis of its calculation of the amount of any tax benefit or any other amount or the basis
of its determination referred to in the proviso to the first sentence of this Section 2.18
to the Credit Parties or any other party.




(e) The agreements in this Section 2.18 shall survive the termination of this Credit
Agreement and the payment of the Credit Party Obligations.



Section 2.19 Indemnification; Nature of Issuing Lender’s Duties.




(a) In addition to its other obligations under Section 2.2, the applicable Borrower
hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and
against any and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including reasonable attorneys’ fees) that the Issuing Lender may incur or be
subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of
Credit on behalf such Borrower or one of its Subsidiaries or (ii) the failure of the
Issuing Lender to honor a drawing under a Letter of Credit issued on behalf of such
Borrower or one of its Subsidiaries as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or Governmental Authority
(all such acts or omissions, herein called “Government Acts”).




(b) As between the Credit Parties and the Issuing Lender, the Credit Parties shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof. The Issuing Lender shall not be responsible: (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of any Letter of Credit, even
if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign any Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid
or ineffective for any reason; (iii) for payment to the beneficiary of a Letter of Credit
on a drawing by a beneficiary that substantially (but not strictly) complies with
conditions required in order to draw upon a Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in
interpretation of technical terms; (vi) for any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under a Letter of Credit or
of the proceeds thereof; and (vii) for any consequences arising from causes beyond the
control of the Issuing Lender, including, without limitation, any Government Acts. None of
the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or
powers hereunder.




(c) In furtherance and extension and not in limitation of the specific provisions
hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in
connection with any Letter of Credit or the related certificates, if taken or omitted in
the absence of gross negligence or willful misconduct, shall not put such Issuing Lender
under any resulting liability to the Credit Parties. It is the intention of the parties
that this Credit Agreement shall be construed and applied to protect and indemnify the
Issuing Lender against any and all risks involved in the issuance of the Letters of Credit,
all of which risks are hereby assumed by the Credit Parties, including, without limitation,
any and all risks of the acts or omissions, whether rightful or wrongful, of any Government
Authority. The Issuing Lender shall not, in any way, be liable for any failure by the
Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of
any Government Acts or any other cause beyond the control of the Issuing Lender.




(d) Except as provided in subsection (e) below, nothing in this Section 2.19 is
intended to limit the Reimbursement Obligation of the Company contained in Section 2.2(d)
hereof. The obligations of the Credit Parties under this Section 2.19 shall survive the
termination of this Credit Agreement. No act or omissions of any current or prior
beneficiary of a Letter of Credit shall in any way affect or impair the rights of the
Issuing Lender to enforce any right, power or benefit under this Credit Agreement.




(e) Notwithstanding anything to the contrary contained in this Section 2.19 the Credit
Parties shall have no obligation to indemnify the Issuing Lender in respect of any
liability incurred by the Issuing Lender arising out of the gross negligence or willful
misconduct of the Issuing Lender (including action not taken by the Issuing Lender), as
determined by a court of competent jurisdiction.



Section 2.20 Replacement of Lenders.



The Company shall be permitted to replace, with a financial institution, any Lender (other
than HSBC) that (a) requests reimbursement for amounts owing pursuant to Section 2.15, 2.16 or
2.18(a), or (b) is then in default of its obligation to make Loans hereunder; 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) prior to any such
replacement, such Lender shall have taken no action under Section 2.15, 2.16 or 2.18(a), as
applicable, so as to eliminate the continued need for payment of amounts owing pursuant to Section
2.15, 2.16 or 2.18(a), as applicable, (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, (v) the Company shall be liable to such Lender under Section 2.17 if any LIBOR Rate
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 9.6
(provided that the Company shall be obligated to pay the registration and processing fee
referred to therein), (viii) until such time as such replacement shall be consummated, the Company
shall pay all additional amounts (if any) required pursuant to Section 2.15, 2.16 or 2.18(a), as
the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights
that the Company, the Administrative Agent or any other Lender shall have against the replaced
Lender. In the event the replaced Lender fails to execute the agreements required under Section
9.6 in connection with any assignment pursuant to this Section 2.20, the Company may, upon two (2)
Business Days prior notice to such replaced Lender, execute such agreements on behalf of such
replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of
a waiver by such Lender or otherwise, the circumstances entitling the Company to require such
replacement cease to apply.



Section 2.21 Obligations of Borrowers.



Notwithstanding anything in this Credit Agreement or in the other Credit Documents to the
contrary (including, without limitation, Section 2.7, Section 2.12, Article X and Article XI), the
parties hereto acknowledge and agree that (a) each of the Borrowers, in its capacity as a Borrower
hereunder, is not jointly and severally liable for the Credit Party Obligations of the other
Borrower; provided that it is acknowledged and agreed that the Company has guaranteed the
Credit Party Obligations of the Foreign Borrower pursuant to Article XI and that the Foreign
Borrower has not guaranteed the Credit Party Obligations of the Company and (b) neither the Foreign
Borrower nor any other Foreign Credit Party shall be required to repay or prepay, or to guarantee,
nor shall any amount paid by the Foreign Borrower or any other Foreign Credit Party be applied to,
any Credit Party Obligations of the Company and the US Guarantors.



ARTICLE III.




REPRESENTATIONS AND WARRANTIES




To induce the Lenders to enter into this Credit Agreement and to make the Extensions of Credit
herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent
and to each Lender that:



Section 3.1 Financial Condition.



The Company has delivered to the Administrative Agent and the Lenders (a) balance sheets and
the related statements of income and of cash flows of the Company and its Subsidiaries for the
fiscal year ended December 31, 2005, audited by a nationally recognized independent accounting
firm, (b) company-prepared unaudited monthly balance sheets and the related statements of income
and cash flows of the Company and its Subsidiaries as of, and for the period ending, September 30,
2006, (c) a company-prepared pro forma balance sheet of the Company and its Subsidiaries as of
September 30, 2006, giving effect to the making of the Loans and (d) five-year projected financial
statements (including balance sheets and statements of income and cash flow) of the Company and its
Subsidiaries prepared on an annual basis, all in form and substance satisfactory to the
Administrative Agent and certified by the chief financial officer of the Company that (i) with
respect to the audited and unaudited financial statements, they fairly present the financial
condition of the Company and its Subsidiaries as of the dates indicated, (ii) with respect to the
audited and unaudited financial statements, they fairly present the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from audit and normal year
end adjustments and (ii) with respect to the pro forma balance sheet and the projections, were
prepared in good faith based upon reasonable assumptions.



Section 3.2 No Change.



Since December 31, 2005, there has been no development or event which, individually or in the
aggregate, has had or could reasonably be expected to have a Material Adverse Effect.



Section 3.3 Corporate Existence; Compliance with Law.



Each of the Credit Parties (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization (to the extent applicable under such laws), (b)
has the requisite power and authority and the legal right to own and operate all its property, to
lease the property it operates as lessee and to conduct the business in which it is currently
engaged, (c) is duly qualified to conduct business and in good standing (to the extent applicable)
under the laws of (i) the jurisdiction of its organization, (ii) the jurisdiction where its chief
executive office is located and (iii) each other jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification except to the
extent that the failure to so qualify or be in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the business or operations
of the Credit Parties and their Subsidiaries in such jurisdiction and (d) is in compliance with all
Requirements of Law, government permits and government licenses except to the extent that the
failure to comply therewith could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. The jurisdictions in which the Credit Parties as of the Closing
Date are organized and qualified to do business are described on Schedule 3.3.



Section 3.4 Corporate Power; Authorization; Enforceable Obligations.



Each of the Credit Parties has full power and authority and the legal right to make, deliver
and perform the Credit Documents to which it is party and has taken all necessary limited liability
company or corporate action to authorize the execution, delivery and performance by it of the
Credit Documents to which it is party. No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery or performance of any
Credit Document by the Credit Parties (other than those that have been obtained) or with the
validity or enforceability of any Credit Document against the Credit Parties (except such filings
as are necessary in connection with the perfection of the Liens created by such Credit Documents).
Each Credit Document to which it is a party has been duly executed and delivered on behalf of each
Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding
obligation of each Credit Party, enforceable against such Credit Party 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).



Section 3.5 No Legal Bar; No Default.



The execution, delivery and performance of the Credit Documents, the borrowings thereunder and
the use of the proceeds of the Loans will not violate any material Requirement of Law or any
material Contractual Obligation of any Credit Party (except those as to which waivers or consents
have been obtained), and will not result in, or require, the creation or imposition of any Lien on
any Credit Party’s properties or revenues pursuant to any Requirement of Law or Contractual
Obligation other than the Liens arising under or contemplated in connection with the Credit
Documents. No Credit Party is in default under or with respect to any of its Contractual
Obligations to the extent such default could reasonably be expected to have a Material Adverse
Effect. No Default or Event of Default has occurred and is continuing.



Section 3.6 No Material Litigation.



No litigation, investigation, claim, criminal prosecution, civil investigative demand,
imposition of criminal or civil fines and penalties, or any other proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of the Credit Parties,
threatened by or against any Credit Party or any of its Subsidiaries or against any of its or their
respective properties or revenues (a) with respect to the Credit Documents or any Loan or any of
the transactions contemplated hereby, or (b) which would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



Section 3.7 Investment Company Act/Public Utility Holding Company Act.



No Credit Party is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended. No Credit Party is
a subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the
Federal Power Act, the Interstate Commerce Act, or any federal or state statute or regulation
limiting its ability to incur the Credit Party Obligations.



Section 3.8 Margin Regulations.



No part of the proceeds of any Extension of Credit hereunder will be used directly or
indirectly for any purpose that violates, or that would be inconsistent with, the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time
to time hereafter in effect. The Credit Parties and their Subsidiaries are not engaged,
principally or as one of their important activities, in the business of extending credit for the
purpose of “purchasing” or “carrying” “margin stock” within the respective meanings of each of such
terms under Regulation U. The Credit Parties and their Subsidiaries shall not engage in any
activities, including the purchase of Margin Stock, which would result in a violation of Regulation
U.



Section 3.9 ERISA.



Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to
the date on which this representation is made or deemed made with respect to any Plan, and each
Plan has complied in all material respects with the applicable provisions of ERISA and the Code.
No termination of a Single Employer Plan has occurred resulting in any liability that has remained
underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five year period.
The present value of all accrued benefits under each Single Employer 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. Neither any Credit Party nor any Commonly Controlled
Entity is currently subject to any liability for a complete or partial withdrawal from a
Multiemployer Plan.



Section 3.10 Environmental Matters.



Except for matters that could not be reasonably expected, either individually or in the
aggregate, to have a Material Adverse Effect:




(a) The facilities and properties owned, leased or operated by the Credit Parties or
any of their Subsidiaries (the “Properties”) do not contain any Materials of Environmental
Concern in amounts or concentrations which (i) constitute a violation of, or (ii) could
give rise to liability under, any Environmental Law.




(b) The Properties and all operations of the Credit Parties and/or their Subsidiaries
at the Properties are in compliance, and have in the last five years been in compliance,
with all applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any Environmental Law with respect to the Properties or the
business operated by the Credit Parties or any of their Subsidiaries (the
“Business”).




(c) Neither the Credit Parties nor their Subsidiaries have received any written or
actual notice of violation, alleged violation, non compliance, liability or potential
liability with respect to environmental matters or Environmental Laws regarding any of the
Properties or the Business, nor does the Credit Parties and their Subsidiaries have
knowledge or reason to believe that any such notice will be received or is being
threatened.




(d) Materials of Environmental Concern have not been transported or disposed of from
the Properties in violation of, or in a manner or to a location that could give rise to
liability under any Environmental Law, and no Materials of Environmental Concern have been
generated, treated, stored or disposed of at, on or under any of the Properties in
violation of, or in a manner that could give rise to liability under, any applicable
Environmental Law.




(e) No judicial proceeding or governmental or administrative action is pending or, to
the knowledge of the Credit Parties and their Subsidiaries, threatened, under any
Environmental Law to which any Credit Party or any Subsidiary is or will be named as a
party with respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law with
respect to the Properties or the Business.




(f) There has been no release or threat of release of Materials of Environmental
Concern at or from the Properties, or arising from or related to the operations of any
Credit Party or any Subsidiary in connection with the Properties or otherwise in connection
with the Business, in violation of or in amounts or in a manner that could give rise to
liability under Environmental Laws.



Section 3.11 Purpose of Loans.



The proceeds of the Extensions of Credit shall be used by the Borrowers solely (a) refinance
certain existing Indebtedness of the Credit Parties, (b) to pay any fees and expenses in connection
with the Credit Agreement and (c) to provide for the working capital and general corporate or
limited liability company requirements of the Borrowers and their Subsidiaries (including capital
expenditures and Permitted Acquisitions).



Section 3.12 Subsidiaries.



Set forth on Schedule 3.12 is a complete and accurate list, as of the Closing Date or
the date Schedule 3.12 was last updated in accordance with the terms of Section 5.2(b), as
applicable, of all Subsidiaries of the Credit Parties. Information on the attached Schedule
includes the following: (a) the number of shares of each class of Capital Stock or other equity
interests outstanding; (b) the number and percentage of outstanding shares of each class of Capital
Stock owned by the Company or any of its Subsidiaries; and (c) the number and effect, if exercised,
of all outstanding options, warrants, rights of conversion or purchase and similar rights. The
outstanding Capital Stock and other equity interests of all such Subsidiaries is validly issued,
fully paid and non assessable and is owned free and clear of all Liens (other than those arising
under or contemplated in connection with the Credit Documents). The Company may update
Schedule 3.12 from time to time by providing a replacement Schedule 3.12 to the
Administrative Agent.



Section 3.13 Ownership.



Each of the Credit Parties and its Subsidiaries has good and marketable title to all of its
material assets, or if any material Property is leased by such Credit Party or any of its
Subsidiaries, such Person has a valid leasehold interest enforceable against the lessor of such
material Property in accordance with the terms of such lease, and none of such material assets is
subject to any Lien other than Permitted Liens.



Section 3.14 Indebtedness.



Except as otherwise permitted under Section 6.1, the Credit Parties and their Subsidiaries
have no Indebtedness. There is no Indebtedness outstanding with respect to any NYDTF Lien.



Section 3.15 Taxes.



Each of the Credit Parties and their Subsidiaries has filed, or caused to be filed, all
material tax returns (federal, state, local and foreign) required to be filed and paid (a) all
material amounts of taxes shown thereon to be due (including interest and penalties) and (b) all
other material taxes, fees, assessments and other governmental charges (including mortgage
recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes
(i) that are not yet delinquent or (ii) that are being contested in good faith and by proper
proceedings, and against which adequate reserves are being maintained in accordance with GAAP.
None of the Credit Parties and their Subsidiaries is aware as of the Closing Date of any proposed
material tax fine or penalty against it or any of its Subsidiaries.



Section 3.16 Intellectual Property.



Each of the Credit Parties and their Subsidiaries owns, or has the legal right to use, all
Intellectual Property, tradenames, technology, know how and processes necessary for each of them to
conduct its business as currently conducted in all material respects. Set forth on Schedule
3.16 is a list, as of the Closing Date or the date Schedule 3.16 was last updated in
accordance with the terms of Section 5.2(b), as applicable, of all registered Intellectual Property
owned by each of the Credit Parties and their Subsidiaries or with respect to which a Credit Party
or any of its Subsidiaries has been granted a license. Except as provided on Schedule
3.16, as of the Closing Date or the date Schedule 3.16 was last updated in accordance
with the terms of Section 5.2(b), as applicable, no claim that could reasonably be expected to have
a Material Adverse Effect has been asserted and is pending by any Person challenging or questioning
the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor do the Credit Parties or any of their Subsidiaries know of any such material claim,
and, to the knowledge of the Credit Parties and their Subsidiaries, the use of such Intellectual
Property by the Credit Parties or any of their Subsidiaries does not infringe on the rights of any
Person to the extent that such use could reasonably be expected to have a Material Adverse Effect.



Section 3.17 Solvency.



The fair saleable value of the assets of the Company and of the Company and its Subsidiaries
taken as a whole, measured on a going concern basis, exceeds all probable liabilities of the
Company and the Company and its Subsidiaries taken as a whole, including those to be incurred
pursuant to this Credit Agreement. Each of the Company and the Foreign Borrower (a) does not have
unreasonably small capital in relation to the business in which it is or proposes to be engaged or
(b) has not incurred, or believes that it will incur after giving effect to the transactions
contemplated by this Credit Agreement, debts beyond its ability to pay such debts as they become
due. The Credit Parties taken as a whole (i) do not have unreasonably small capital in relation to
the business in which they are or propose to be engaged or (ii) have not incurred, or believe that
they will incur after giving effect to the transactions contemplated by this Credit Agreement,
debts beyond their ability to pay such debts as they become due. In executing the Credit Documents
and consummating the transactions contemplated thereby, none of the Credit Parties intends to
hinder, delay or defraud either present or future creditors or other Persons to which one or more
of the Credit Parties is or will become indebted.



Section 3.18 Investments.



All Investments of each of the Credit Parties and their Subsidiaries are Permitted
Investments.



Section 3.19 Location of Collateral.



Set forth on Schedule 3.19(a) is a list of all Properties of the Credit Parties and
their Subsidiaries as of the Closing Date with street address, county and state where located. Set
forth on Schedule 3.19(b) is a list of all locations where any tangible personal property
of the Credit Parties and their Subsidiaries is located as of the Closing Date, including county
and state where located. Set forth on Schedule 3.19(c) is the state of incorporation or
organization, the chief executive office and the principal place of business of each of the Credit
Parties and their Subsidiaries as of the Closing Date.



Section 3.20 No Burdensome Restrictions.



None of the Credit Parties and their Subsidiaries is a party to any agreement or instrument or
subject to any other obligation or any charter or corporate restriction or any provision of any
applicable law, rule or regulation which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.



Section 3.21 Brokers’ Fees.



None of the Credit Parties and their Subsidiaries has any obligation to any Person in respect
of any finder’s, broker’s, investment banking or other similar fee in connection with any of the
transactions contemplated under the Credit Documents other than the closing and other fees payable
pursuant to this Credit Agreement and the as set forth in the Fee Letter.



Section 3.22 Labor Matters.



Except as set forth on Schedule 3.22 hereto, there are no collective bargaining
agreements or Multiemployer Plans covering the employees of the Credit Parties as of the Closing
Date or the date Schedule 3.22 was last updated in accordance with the terms of Section
5.2(b), as applicable. None of the Credit Parties and their Subsidiaries (a) has suffered any
strikes, walkouts, work stoppages or other material labor difficulty within the last five years or
(b) has knowledge of any potential or pending strike, walkout or work stoppage which, in either
case, could reasonably be expected to have a Material Adverse Effect. Other than as set forth on
Schedule 3.22, no material unfair labor practice complaint is pending against any Credit
Party as of the Closing Date or the date Schedule 3.22 was last updated in accordance with
the terms of Section 5.2(b), as applicable.



Section 3.23 Security Documents.



The Security Documents create valid security interests in, and Liens on, the Collateral
purported to be covered thereby. Except as set forth in the Security Documents, such security
interests and Liens are currently (or will be, upon (a) the filing of appropriate financing
statements with the Secretary of State of the state of incorporation for each Credit Party, the
filing of appropriate assignments or notices with the United States Patent and Trademark Office and
the United States Copyright Office, and the recordation of the applicable Mortgage Instruments, in
each case in favor of the Administrative Agent, on behalf of the Lenders, (b) the Administrative
Agent obtaining Control (as defined in the Security Agreement) over those items of Collateral in
which a security interest is perfected through Control and (c) with respect to the Foreign Pledge
Documents, providing such notifications and making such filings and registrations as are required
under applicable law) perfected security interests and Liens, prior to all other Liens other than
Permitted Liens.



Section 3.24 Accuracy and Completeness of Information.



All factual information heretofore, contemporaneously or hereafter furnished by or on behalf
of any Credit Party or any of its Subsidiaries to the Administrative Agent, the Arranger or any
Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or
any transaction contemplated hereby or thereby, is or will be true and accurate in all material
respects and not incomplete by omitting to state any material fact necessary to make such
information not misleading. As of the Closing Date, there is no fact now known to any Credit Party
or any of its Subsidiaries which, individually or in the aggregate, has, or could reasonably be
expected to have, a Material Adverse Effect, which fact has not been set forth herein, in the
financial statements of the Company and its Subsidiaries furnished to the Administrative Agent and
the Lenders, or in any certificate, opinion or other written statement made or furnished by any
Credit Party to the Administrative Agent and the Lenders.



Section 3.25 Material Contracts.



. As of the Closing Date, the Credit Parties are not party to any Material Contract. The
Company may update Schedule 3.25 from time to time by providing a replacement Schedule
3.25 to the Administrative Agent.



Section 3.26 Insurance.



The present insurance coverage of the Credit Parties and their Subsidiaries is outlined as to
carrier, policy number, expiration date, type and amount on Schedule 3.26 and such
insurance coverage complies the requirements set forth in Section 5.5(b).



Section 3.27 Anti-Terrorism Laws.



Neither any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy”
within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America
(50 U.S.C. App. §§ 1 et seq.), as amended. Neither any Credit Party nor any or its Subsidiaries is
in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating thereto or (c) the Patriot Act (as
defined in Section 9.18). None of the Credit Parties (i) is a blocked person described in section
1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or
transactions, or is otherwise associated, with any such blocked person.



Section 3.28 Compliance with OFAC Rules and Regulations.



None of the Credit Parties or their Subsidiaries or their respective Affiliates (i) is a
Sanctioned Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii) derives
more than 15% of its operating income from investments in, or transactions with Sanctioned Persons
or Sanctioned Countries. No part of the proceeds of any Extension of Credit hereunder will be used
directly or indirectly to fund any operations in, finance any investments or activities in or make
any payments to, a Sanctioned Person or a Sanctioned Country.



Section 3.29 Directors; Capitalization.



Set forth on Schedule 3.29 is a list of the directors of the Company’s board of
directors as of the Closing Date. As of the Closing Date, the capitalization of the Company shall
be as set forth on Schedule 3.29.



Section 3.30 Compliance with FCPA.



Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt
Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the
Credit Parties and their Subsidiaries has made a payment, offering, or promise to pay, or
authorized the payment of, money or anything of value (a) in order to assist in obtaining or
retaining business for or with, or directing business to, any foreign official, foreign political
party, party official or candidate for foreign political office, (b) to a foreign official, foreign
political party or party official or any candidate for foreign political office, and (c) with the
intent to induce the recipient to misuse his or her official position to direct business wrongfully
to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt
Practices Act, 15 U.S.C. §§ 78dd-1, et seq.



ARTICLE IV.




CLOSING CONDITIONS




Section 4.1 Conditions to Closing Date and Initial Revolving Loans.



The obligation of each Lender to make the initial Revolving Loans on the Closing Date is
subject to the satisfaction of the following conditions precedent:




(a) Credit Documents. Each of the Credit Documents (other than the Credit
Documents to be delivered pursuant to Section 5.16) shall have been duly executed and
delivered by the respective parties thereto, shall be in full force and effect and shall be
in form and substance satisfactory to each of the Lenders. The Administrative Agent (or
its counsel) shall have received (including by telecopy or electronic transmission) a fully
executed copy of each such Credit Document.




(b) Authority Documents. The Administrative Agent shall have received the
following:




(i) Articles of Incorporation. Copies of the articles of incorporation
or other charter documents (or the foreign equivalent, if any), as applicable, of
each Credit Party certified (A) by a secretary, assistant secretary or authorized
board member(s) of such Credit Party (pursuant to a secretary’s certificate in
substantially the form of Schedule 4.1(b) attached hereto) as of the Closing
Date to be true and correct and in force and effect as of such date, and (B) subject
to Section 5.16, to be true and complete as of a recent date by the appropriate
Governmental Authority of the state of its incorporation or organization, as
applicable.




(ii) Resolutions. Copies of resolutions of the board of directors or
comparable managing body and, to the extent applicable, the general meeting of
shareholders of each Credit Party approving and adopting the Credit Documents, the
transactions contemplated therein and authorizing execution and delivery thereof,
certified by a secretary, assistant secretary or authorized board member(s) of such
Credit Party (pursuant to a secretary’s certificate in substantially the form of
Schedule 4.1(b) attached hereto) as of the Closing Date to be true and
correct and in force and effect as of such date.




(iii) Bylaws. A copy of the bylaws or comparable operating agreement
(or the foreign equivalent, if any) of each Credit Party certified by a secretary,
assistant secretary or authorized board member(s) of such Credit Party (pursuant to
a secretary’s certificate in substantially the form of Schedule 4.1(b)
attached hereto) as of the Closing Date to be true and correct and in force and
effect as of such date.




(iv) Good Standing. Copies of certificates of good standing, existence
or its equivalent with respect to each Credit Party (to the extent applicable under
the laws of its jurisdiction of organization) certified as of a recent date by the
appropriate Governmental Authorities of its jurisdiction of organization and each
other state in which the failure to so qualify and be in good standing could
reasonably be expected to have a Material Adverse Effect on the business or
operations of the Credit Parties and their Subsidiaries in such state.




(v) Incumbency. An incumbency certificate (or the foreign equivalent)
of each Credit Party certified by a secretary, assistant secretary or authorized
board member(s) (pursuant to a secretary’s certificate in substantially the form of
Schedule 4.1(b) attached hereto) to be true and correct as of the Closing
Date.




(c) Legal Opinions of Counsel. The Administrative Agent shall have received a
signed opinion of Wilmer Cutler Pickering Hale and Dorr LLP, U.S. counsel to the Credit
Parties (which shall include, without limitation, opinions with respect to the due
organization and valid existence of each US Credit Party, opinions as to perfection of the
Liens granted to the Administrative Agent pursuant to the US Pledge Agreement and the
Security Agreement and opinions as to the non-contravention of the US Credit Parties’
organizational documents and Material Contracts (if any)). Each opinion delivered pursuant
to Sections 4.1(c) and 5.16 shall be addressed to the Administrative Agent and the Lenders
and be in form and substance acceptable to the Administrative Agent.




(d) Personal Property Collateral. The Administrative Agent shall have
received, in form and substance satisfactory to the Administrative Agent:




(i) (A) searches of Uniform Commercial Code filings (or the foreign equivalent)
in the jurisdiction of the chief executive office of each Credit Party and each
jurisdiction where any Collateral is located or where a filing would need to be made
in order to perfect the Lenders’ security interest in the Collateral, copies of the
financing statements on file in such jurisdictions and evidence that no Liens exist
other than Permitted Liens and (B) tax lien, judgment and pending litigation
searches;




(ii) searches of ownership of Intellectual Property in the appropriate
governmental offices and such patent/trademark/copyright filings as requested by the
Administrative Agent in order to perfect the Administrative Agent’s security
interest in the Intellectual Property;




(iii) completed UCC financing statements (or foreign equivalent) for each
appropriate jurisdiction as is necessary, in the Administrative Agent’s sole
discretion, to perfect the Lenders’ security interest in the Collateral;




(iv) subject to Section 5.16, with respect to the stock or membership
certificates, if any, evidencing the Capital Stock pledged to the Administrative
Agent pursuant to the Pledge Agreements, duly executed in blank undated stock or
transfer powers;




(v) duly executed consents as are necessary, in the Administrative Agent’s sole
discretion, to perfect the Lenders’ security interest in the Collateral; and




(vi) in the case of any personal property Collateral located at premises leased
by a Credit Party, such estoppel letters, consents and waivers from the landlords on
such real property as may be required by the Administrative Agent.




(e) Liability, Casualty, Property and Business Interruption Insurance. The
Administrative Agent shall have received copies of insurance policies or certificates of
insurance evidencing liability, casualty, property and business interruption insurance
meeting the requirements set forth herein or in the Security Documents. The Administrative
Agent shall be named as loss payee and/or additional insured with respect to any such
insurance providing liability coverage or coverage in respect of any Collateral, and each
provider of any such insurance shall agree, by endorsement upon the policy or policies
issued by it or by independent instruments furnished to the Administrative Agent, that it
will give thirty (30) days prior written notice before any such policy or policies shall be
altered or cancelled.




(f) Projections. The Administrative Agent shall have received projections
covering the Company and its Subsidiaries on a consolidated basis for the period through
December 31, 2011.




(g) Officer’s Certificates. The Administrative Agent shall have received a
certificate executed by a Responsible Officer of the Company as of the Closing Date stating
that immediately after giving effect to this Credit Agreement (including the initial
Extensions of Credit hereunder) and the other Credit Documents and all the transactions
contemplated therein or thereby to occur on such date, (A) no Default or Event of Default
exists, (B) all representations and warranties contained herein and in the other Credit
Documents (1) that contain a materiality qualification are true and correct and (2) that do
not contain a materiality qualification are true and correct in all material respects.




(h) Account Designation Letter. The Administrative Agent shall have received
the executed Account Designation Letter in the form of Schedule 1.1-1 hereto.




(i) Notice of Borrowing. The Administrative Agent shall have received a
Notice of Borrowing with respect to the Revolving Loans to be made on the Closing Date.




(j) Solvency Certificate. The Administrative Agent shall have received an
officer’s certificate prepared by the chief financial officer of the Company as to the
financial condition, solvency and related matters of each Credit Party, in each case after
giving effect to the initial Extensions of Credit under the Credit Documents, in
substantially the form of Schedule 4.1(j) hereto.




(k) Litigation. There shall not exist any material pending or, to the
Company’s knowledge, overtly threatened litigation, investigation, bankruptcy or
insolvency, injunction, order or claim affecting or relating to, or seeking to enjoin,
restrain, restrict, set aside or prohibit, impose material conditions upon or obtain
substantial damages from or in respect of, any Credit Party or any of its Subsidiaries,
this Agreement and the other Credit Documents, that has had or could reasonably be expected
to have a Material Adverse Effect and has not been settled, dismissed, vacated, discharged
or terminated prior to the Closing Date.




(l) Bankruptcy. There shall be no bankruptcy or insolvency proceedings with
respect to the Company or any of its Subsidiaries.




(m) Consents. The Administrative Agent shall have received evidence that all
governmental, shareholder and material third party consents and approvals necessary in
connection with this Credit Agreement and the other Credit Documents and the financings and
other transactions contemplated hereby have been obtained.




(n) Compliance with Laws. The financings and other transactions contemplated
hereby shall be in compliance with all applicable laws and regulations (including all
applicable securities and banking laws, rules and regulations).




(o) Material Adverse Effect. There shall have been no event and there shall
exist no condition or state of facts that has had, or could reasonably be expected to have,
a Material Adverse Effect, since September 30, 2006.




(p) Financial Statements. The Administrative Agent shall have received copies
of the financial statements referred to in Section 3.1 hereof, each in form and substance
satisfactory to it.




(q) Fees. The Administrative Agent and the Lenders shall have received all
fees, if any, owing pursuant to the Fee Letter and Section 2.5.




(r) Termination of Existing Indebtedness. The Administrative Agent shall have
received evidence that all existing Indebtedness for borrowed money of the Company and its
Subsidiaries (other than the Indebtedness listed on Schedule 6.1(b)) shall have
been repaid in full and terminated and all Liens relating thereto shall have been
terminated. On or before January 31, 2007 (or such extended period of time as agreed to by
the Administrative Agent), the Company shall deliver to the Administrative Agent evidence
that all NYDTF Liens have been terminated.




(s) Corporate Structure. The number of shares of each class of Capital Stock
issued and outstanding and the ownership thereof of the Credit Parties and their
Subsidiaries as of the Closing Date shall be as described in Schedule 3.12 and
Schedule 3.29.




(t) Patriot Act Certificate. The Administrative Agent shall have received a
certificate satisfactory thereto, for benefit of itself and the Lenders, provided by the
Company that sets forth information required by the Patriot Act including, without
limitation, the identity of the Company, the name and address of the Company and other
information that will allow the Administrative Agent or any Lender, as applicable, to
identify such Company in accordance with the Patriot Act.




(u) Sources and Uses. The sources and uses of funds in connection with the
initial Extensions of Credit hereunder shall be as set forth on Schedule 4.1(u)
hereto.



Section 4.2 Conditions to All Extensions of Credit.



The obligation of each Lender to make any Extension of Credit hereunder is subject to the
satisfaction of the following conditions precedent on the date of making such Extension of Credit:




(a) Representations and Warranties. The representations and warranties made
by the Credit Parties herein, in the Security Documents or which are contained in any
certificate furnished at any time under or in connection herewith shall be true and correct
on and as of the date of such Extension of Credit as if made on and as of such date, except
to the extent such representations and warranties were expressly made only as of a specific
date.




(b) No Default or Event of Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the Extension of Credit
to be made on such date unless such Default or Event of Default shall have been waived in
accordance with this Credit Agreement.




(c) Compliance with Commitments. Immediately after giving effect to the
making of any such Extension of Credit (and the application of the proceeds thereof), (i)
the sum of the aggregate principal Dollar Amount (determined as of the most recent
Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus LOC
Obligations shall not exceed the Revolving Committed Amount, (ii) the LOC Obligations shall
not exceed the LOC Committed Amount and (iii) the Swingline Loans shall not exceed the
Swingline Committed Amount.




(d) Additional Conditions to Revolving Loans. If a Revolving Loan is
requested, all conditions set forth in Section 2.1 shall have been satisfied. If a
Revolving Loan is requested by the Foreign Borrower, all conditions set forth in Sections
2.1 and 5.16 shall have been satisfied.




(e) Additional Conditions to Letters of Credit. If the issuance of a Letter
of Credit is requested, all conditions set forth in Section 2.2 shall have been satisfied.




(f) Additional Conditions to Swingline Loans. If a Swingline Loan is
requested, all conditions set forth in Section 2.3 shall have been satisfied.




(g) Additional Conditions to Increase of Facility. If an Increase of the
Revolving Commitment is requested, all conditions set forth in Section 2.4 shall have been
satisfied.



Each request for an Extension of Credit and each acceptance by the Company of any such
Extension of Credit shall be deemed to constitute representations and warranties by the Credit
Parties as of the date of such Extension of Credit that the conditions set forth above in
paragraphs (a) through (g), as applicable, have been satisfied.



ARTICLE V.




AFFIRMATIVE COVENANTS




The Credit Parties hereby covenant and agree that on the Closing Date, and thereafter for so
long as this Credit Agreement is in effect and until the Commitments have terminated, no Note
remains outstanding and unpaid and the Credit Party Obligations (excluding any continuing
obligations under any Secured Hedging Agreements, pooling agreements or cash management agreements)
and all other amounts owing to the Administrative Agent or any Lender hereunder are paid in full,
the Credit Parties shall, and shall cause each of their Subsidiaries (other than in the case of
Sections 5.1 or 5.2 hereof), to:



Section 5.1 Financial Statements.



Furnish to the Administrative Agent and each of the Lenders:




(a) Annual Financial Statements. As soon as available and in any event no
later than the earlier of (i) to the extent applicable, the date the Company is required by
the SEC to deliver its Form 10-K for any fiscal year of the Company and (ii) ninety (90)
days after the end of each fiscal year of the Company, a copy of the consolidated and
consolidating balance sheet of the Company and its consolidated Subsidiaries as at the end
of such fiscal year and the related consolidated and consolidating statements of income and
retained earnings and of cash flows of the Company and its consolidated Subsidiaries for
such year, which in the case of the consolidated statements shall be audited by a firm of
independent certified public accountants of nationally recognized standing reasonably
acceptable to the Administrative Agent, 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 indicating that the scope of the audit was inadequate to
permit such independent certified public accountants to certify such financial statements
without such qualification;




(b) Quarterly Financial Statements. As soon as available and in any event no
later than the earlier of (i) to the extent applicable, the date the Company is required by
the SEC to deliver its Form 10-Q for any fiscal quarter of the Company and (ii) forty-five
(45) days after the end of each fiscal quarter of the Company, a copy of the consolidated
and consolidating balance sheet of the Company and its consolidated Subsidiaries as at the
end of such period and related consolidated and consolidating statements of income and
retained earnings and of cash flows for the Company and its consolidated Subsidiaries for
such quarterly period and for the portion of the fiscal year ending with such period, in
each case setting forth in comparative form consolidated figures for the corresponding
period or periods of the preceding fiscal year (subject to normal recurring year end audit
adjustments); and




(c) Annual Operating Budget and Cash Flow. As soon as available, but in any
event within thirty (30) days prior to the end of each fiscal year, a copy of the detailed
annual operating budget or plan including cash flow projections of the Company and its
Subsidiaries for the next four fiscal quarter period prepared on a quarterly basis, in form
and detail reasonably acceptable to the Administrative Agent and the Lenders, together with
a summary of the material assumptions made in the preparation of such annual budget or
plan;



all such financial statements to be complete and correct in all material respects (subject, in the
case of interim statements, to normal recurring year end audit adjustments) and to be prepared in
reasonable detail and, in the case of the annual and quarterly financial statements provided in
accordance with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein and further accompanied by a description of, and an
estimation of the effect on the financial statements on account of, a change, if any, in the
application of accounting principles as provided in Section 1.3.



Reports and documents required to be delivered to the Lenders pursuant to Sections 5.1 and 5.2
shall be deemed delivered upon the delivery of such reports and documents electronically to the
Administrative Agent in a format that will allow such reports and documents to be posted to
Intralinks or other electronic medium accessible to the Lenders and reasonably acceptable to the
Administrative Agent; provided, that if any Lender shall request a printed copy of any such
report or document, the Company shall promptly provide such printed copies to such Lender.



Section 5.2 Certificates; Other Information.



Furnish to the Administrative Agent and each of the Lenders:




(a) concurrently with the delivery of the financial statements referred to in Sections
5.1(a) and 5.1(b) above, a certificate of a Responsible Officer stating that, to the best
of such Responsible Officer’s knowledge, each of the Credit Parties during such period
observed or performed in all material respects all of its covenants and other agreements,
and satisfied in all material respects every condition, contained in this Credit Agreement
to be observed, performed or satisfied by it, and that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in such
certificate and such certificate shall include the calculations in reasonable detail
required to indicate compliance with Section 5.9 as of the last day of such period;




(b) concurrently with or prior to the delivery of the financial statements referred to
in Sections 5.1(a) and 5.1(b) above, (i) an updated copy of Schedule 3.12 if the
Company or any other Credit Party has formed or acquired a new Subsidiary since the Closing
Date or since Schedule 3.12 was last updated, as applicable, (ii) an updated copy
of Schedule 3.16 if the Company or any other Credit Party has registered, applied
for registration of, acquired or otherwise obtained ownership of any new Intellectual
Property since the Closing Date or since Schedule 3.16 was last updated, as
applicable, (iii) an updated copy of Schedule 3.22 if the Company or any other
Credit Party has entered into any new collective bargaining agreement or Multiemployer Plan
or if any new unfair labor practice complaint has been filed against the Company or any
other Credit Party since Schedule 3.22 was last updated and (iv) an updated copy of
Schedule 3.25 if any new Material Contract has been entered into since the Closing
Date or since Schedule 3.25 was last updated, as applicable, together with a copy
of each new Material Contract;




(c) promptly upon receipt thereof, a copy of any “management letter” or similar report
submitted by independent accountants to the Company or any of its Subsidiaries in
connection with any annual, interim or special audit of the books of such Person; and




(d) promptly, such additional financial and other information as the Administrative
Agent, on behalf of any Lender, may from time to time reasonably request.



Section 5.3 Payment of Taxes.



Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as
the case may be, subject, where applicable, to specified grace periods, (a) its material taxes
(Federal, state, local and any other taxes) that, if unpaid, would result in Liens on the
Collateral prior in rank to the Liens of the Administrative Agent and (b) any material additional
costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such
taxes, except, in each case, when the amount or validity of any such taxes is currently being
contested in good faith by appropriate proceedings, reserves, if applicable, in conformity with
GAAP with respect thereto have been provided on the books of the Credit Parties and no foreclosure
action has been commenced by a Governmental Authority with respect thereto.



Section 5.4 Conduct of Business and Maintenance of Existence.



(a) Continue to engage in business of the same general type as now conducted by it on the
Closing Date and preserve, renew and keep in full force and effect its corporate existence; (b)
take all reasonable action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business; (c) comply in all material respects with all Contractual
Obligations; and (d) comply with all Requirements of Law applicable to it, except, in the case of
clauses (b), (c) and (d) above, to the extent that failure to comply therewith could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



Section 5.5 Maintenance of Property; Insurance.




(a) Keep all material property useful and necessary in its business in good working
order and condition (ordinary wear and tear and obsolescence excepted);




(b) Maintain with financially sound and reputable insurance companies liability,
casualty, property and business interruption insurance (including, without limitation,
insurance with respect to its tangible Collateral) 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; and furnish to the Administrative Agent, upon
the request of the Administrative Agent, full information as to the insurance carried. The
Administrative Agent shall be named as loss payee or mortgagee, as its interest may appear,
and/or additional insured with respect to any such casualty, property and liability
insurance, as applicable, and each provider of any such insurance shall agree, by
endorsement upon the policy or policies issued by it or by independent instruments
furnished to the Administrative Agent, that it will give the Administrative Agent thirty
(30) days prior written notice before any such policy or policies shall be altered or
canceled, and such policies shall provide that no act or default of the Credit Parties or
any of their Subsidiaries or any other Person shall affect the rights of the Administrative
Agent or the Lenders under such policy or policies. The insurance coverage of the Credit
Parties and their Subsidiaries as of the Closing Date is outlined as to carrier, policy
number, expiration date, type and amount on Schedule 3.26; and




(c) In case of any material loss, damage to or destruction of the Collateral of any
Credit Party or any part thereof, such Credit Party shall promptly give written notice
thereof to the Administrative Agent generally describing the nature and extent of such
damage or destruction.



Section 5.6 Inspection of Property; Books and Records; Discussions.



Keep proper books of records and account in which full, true and correct entries in conformity
with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to
its businesses and activities; and permit, during regular business hours and upon reasonable notice
by the Administrative Agent or any Lender, the Administrative Agent or any Lender to visit and
inspect any of its properties and examine and make abstracts from any of its books and records at
any reasonable time and as often as may reasonably be desired, and to discuss the business,
operations, properties and financial and other condition of the Company and its Subsidiaries with
officers and employees of the Company and its Subsidiaries and with its independent certified
public accountants; provided, that so long as no Event of Default has occurred and is
continuing, the Credit Parties shall only be required to pay the fees and expenses of the
Administrative Agent and any Lender for one such inspection by such Person in any fiscal year.



Section 5.7 Notices.



Give notice in writing to the Administrative Agent (which shall promptly transmit such notice
to each Lender) of:




(a) promptly, but in any event within two (2) Business Days after any Credit Party
knows or has reason to know thereof, the occurrence of any Default or Event of Default;




(b) promptly, (i) any default or event of default by the Company or any of its
Subsidiaries under any Material Contract and (ii) any material default or material event of
default by a third party under any Material Contract;




(c) promptly, any litigation, or any investigation or proceeding known to any Credit
Party (i) affecting any Credit Party or any of their Subsidiaries which, if adversely
determined, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect or involve a monetary claim in excess of $1,000,000, (ii) affecting
or with respect to this Credit Agreement, any other Credit Document or any security
interest or Lien created thereunder or (iii) involving an environmental claim or potential
liability under Environmental Laws which could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect;




(d) any labor controversy that has resulted in, or threatens to result in, a strike or
other work action against any Credit Party which could reasonably be expected to have a
Material Adverse Effect;




(e) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be
assessed against or threatened against any Credit Party other than Permitted Liens;




(f) as soon as possible and in any event within thirty (30) days after any Credit
Party knows or has reason to know thereof: (i) the occurrence or expected occurrence of any
Reportable Event with respect to any Plan, a failure to make any required contribution to a
Plan, the creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action
by the PBGC or any Credit Party, any Commonly Controlled Entity or any Multiemployer Plan,
with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of,
any Plan;




(g) promptly, any notice of any material violation received by any Credit Party from
any Governmental Authority including, without limitation, any notice of material violation
of Environmental Laws; and




(h) promptly, any other development or event which could reasonably be expected to
have a Material Adverse Effect.



Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer
setting forth details of the occurrence referred to therein and stating what action the Credit
Parties propose to take with respect thereto. In the case of any notice of a Default or Event of
Default, the Company shall specify that such notice is a Default or Event of Default notice on the
face thereof.



Section 5.8 Environmental Laws.



Except for matters that, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect:




(a) Comply in all material respects with, and ensure compliance in all material
respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and ensure that all tenants
and subtenants obtain and comply in all material respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by applicable
Environmental Laws;




(b) Conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and promptly comply
in all material respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws except to the extent that the same are being
contested in good faith by appropriate proceedings; and




(c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and
their respective employees, agents, officers and directors, from and against any and all
claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of
whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in
any way relating to the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of the Credit Parties or any of their
Subsidiaries or the Properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, reasonable attorney’s and
consultant’s fees, investigation and laboratory fees, response costs, court costs and
litigation expenses, except to the extent that any of the foregoing arise out of the gross
negligence or willful misconduct of the party seeking indemnification therefor. The
agreements in this paragraph shall survive repayment of the Credit Party Obligations and
all other amounts payable hereunder and termination of the Commitments and the Credit
Documents.



	 	 	 	 	 	 	 	 	 	 	 
	Se

	 	ction 5.9Financial Covenants.
	 	

	 	

	 

	 	 
	 	 
	 	







	 	 	 	 	 	 	 
	Comply with the following financial cove
	 	nants:








(a) Leverage Ratio. The Leverage Ratio, as of the last day of each fiscal
quarter of the Company for the four consecutive fiscal quarters then ending, shall be less
than or equal to 3.25 to 1.0.




(b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio, as of the
last day of each fiscal quarter of the Company for the four consecutive fiscal quarters
then ending, shall be greater than or equal to 1.25 to 1.0.




(c) Consolidated Capital Expenditures. Consolidated Capital Expenditures as
of the end of each fiscal year of the Company shall be less than or equal to $10,000,000,
plus the unused amount available for Consolidated Capital Expenditures under this
Section 5.9(c) for the immediately preceding fiscal year (excluding any carry forward
available from any prior fiscal year); provided, that with respect to any fiscal
year, capital expenditures made during any such fiscal year shall be deemed to be made
first with respect to the applicable limitation for such year and then with respect to any
carry forward amount to the extent applicable.



The parties hereto acknowledge and agree that, for purposes of all calculations made in
determining compliance for any applicable period with the financial covenants set forth in this
Section 5.9, (i) after consummation of any Permitted Acquisition, (A) income statement items and
other balance sheet items (whether positive or negative) attributable to the Target acquired in
such transaction shall be included in such calculations to the extent relating to such applicable
period, subject to adjustments mutually acceptable to the Company and the Required Lenders, and (B)
Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be
excluded from such calculations and deemed to have been retired as of the first day of such
applicable period and (ii) after any asset disposition permitted by Section 6.4(a)(vi), (A) income
statement items and other balance sheet items (whether positive or negative) attributable to the
Property disposed of shall be excluded in such calculations to the extent relating to such
applicable period, subject to adjustments mutually acceptable to the Company and the Required
Lenders and (B) Indebtedness that is repaid with the proceeds of such asset disposition shall be
excluded from such calculations and deemed to have been repaid as of the first day of such
applicable period.



Section 5.10 Additional Subsidiary Guarantors.If at any time (i) any Domestic
Subsidiary which is not a US Guarantor (each an “Excluded US Subsidiary”) shall
individually generate more than two and one-half percent (2.5%) of Consolidated Revenues for the
period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal
quarter on a pro forma basis or (ii) all Excluded US Subsidiaries shall, collectively, generate
more than five percent (5%) of Consolidated Revenues for the period of four consecutive fiscal
quarters ending as of the end of the immediately preceding fiscal quarter on a pro forma basis,
then in either case the Credit Parties will (A) within 30 days thereafter (or such extended period
of time as agreed to by the Administrative Agent) (1) cause one or more Excluded US Subsidiaries
to become a US Guarantor by execution of a Joinder Agreement, such that immediately after its (or
their) joinder as a US Guarantor, the remaining Excluded US Subsidiaries shall not, individually or
collectively, exceed the threshold requirements set forth in clauses (i) and (ii) above, and (2)
deliver with each Joinder Agreement substantially the same documentation required pursuant to
Sections 4.1(b)-(e) and 5.12 and such other documents or agreements as the Administrative Agent may
reasonably request. The Credit Party Obligations of the Company shall be secured by, among other
things, a first priority perfected security interest in the Collateral of such new US Guarantor and
a pledge of 100% of the Capital Stock of such new US Guarantor and its Domestic Subsidiaries and
65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign
Subsidiaries.



Section 5.11 Compliance with Law.



Comply with all laws, rules, regulations and orders, and all applicable restrictions imposed
by all Governmental Authorities, applicable to it and its Property if noncompliance with any such
law, rule, regulation, order or restriction could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.



Section 5.12 Pledged Assets.




(a) Cause each Credit Party’s Collateral (other than real property) to be subject at
all times to a first priority, perfected Lien in favor of the Administrative Agent (subject
in each case to Permitted Liens) pursuant to the terms and conditions of the Security
Documents or such other security documents (including foreign security documents) as the
Administrative Agent shall reasonably request.




(b) From and after the Closing Date, in the event that (i) any US Credit Party
acquires a fee interest in real property or (ii) at the time any Person becomes a US Credit
Party, such Person owns or holds a fee interest in real property, the Company will promptly
notify the Administrative Agent of that fact and the applicable US Credit Party shall
deliver to the Administrative Agent with respect to any such real property located in the
United States, within 45 days after such acquisition or the time such Person becomes a US
Credit Party (or such longer period of time as may be agreed to by the Administrative
Agent), a Mortgage Instrument, title report, Mortgage Policy, flood hazard determination
and such other documentation as the Administrative Agent may require (including, without
limitation, a flood insurance policy, survey, environmental report, appraisal and zoning
letter), each in form and substance reasonably satisfactory to the Administrative Agent.



Section 5.13 Covenants Regarding Patents, Trademarks and Copyrights.




(a) Notify the Administrative Agent quarterly if it knows that any application,
letters patent or registration relating to any Patent, Patent License, Trademark or
Trademark License of the Credit Parties material to the business of such Credit Party will
become abandoned, or of any adverse determination or development (including, without
limitation, the institution of, or any such determination or development in, any proceeding
in the United States Patent and Trademark Office or any court) regarding any Credit Party’s
ownership of any Patent or Trademark material to the business of such Credit Party, its
right to patent or register the same, or to enforce, keep and maintain the same, or its
rights under any Patent License or Trademark License material to the business of such
Credit Party.




(b) Notify the Administrative Agent quarterly after it knows of any adverse
determination or development (including, without limitation, the institution of, or any
such determination or development in, any proceeding in any court) regarding any Copyright
or Copyright License of the Credit Parties material to the business of such Credit Party,
whether (i) such Copyright or Copyright License may become invalid or unenforceable prior
to its expiration or termination, or (ii) any Credit Party’s ownership of such Copyright,
its right to register the same or to enforce, keep and maintain the same, or its rights
under such Copyright License, may become affected.




(c) (i) Notify the Administrative Agent quarterly of any filing by any Credit Party,
either itself or through any agent, employee, licensee or designee, of any application for
registration of any Intellectual Property with the United States Copyright Office or United
States Patent and Trademark Office or any similar office or agency in any other country or
any political subdivision thereof.



(ii) Concurrently with the delivery of quarterly and annual financial statements of the
Company pursuant to Section 5.1 hereof, provide the Administrative Agent and its counsel a complete
and correct list of all Intellectual Property owned by or licensed to the Credit Parties that have
not been set forth as annexes of such documents and instruments showing all filings and recordings
for the protection of the security interest of the Administration Agent therein pursuant to the
agreements of the United States Patent and Trademark Office or the United States Copyright Office.



(iii) Upon the reasonable request of the Administrative Agent, execute and deliver any and all
agreements, instruments, documents, and papers as the Administrative Agent may reasonably request
to evidence the Administrative Agent’s security interest in the Intellectual Property and the
general intangibles referred to in clauses (i) and (ii) to the extent owned or licensed by US
Credit Parties, including, without limitation, the goodwill of the Company, relating thereto or
represented thereby (or such other Intellectual Property or the general intangibles relating
thereto or represented thereby as the Administrative Agent may reasonably request).




(d) Take all necessary actions, including, without limitation, in any proceeding
before the United States Patent and Trademark Office or the United States Copyright Office,
to maintain each item of Intellectual Property of the Company or any other Credit Party
necessary and material to the business of such Person, including, without limitation,
payment of maintenance fees, filing of applications for renewal, affidavits of use,
affidavits of incontestability and opposition, interference and cancellation proceedings.




(e) In the event that any Credit Party becomes aware that any Intellectual Property
material to its business is infringed, misappropriated or diluted by a third party in any
material respect, notify the Administrative Agent promptly after it learns thereof and
shall promptly take such actions as such Credit Party, shall reasonably deem appropriate
under the circumstances to protect such Intellectual Property.



Section 5.14 Deposit Accounts.



Upon the occurrence and during the continuance of an Event of Default, deliver Deposit Account
Control Agreements satisfactory to the Administrative Agent with respect to each deposit account of
the US Credit Parties, to the extent such Deposit Account Control Agreements may be obtained using
commercially reasonable efforts; provided, if any Deposit Account Control Agreement is not
so obtained, the US Credit Parties will take such action with respect to the applicable deposit
account as the Administrative Agent may reasonably request.



Section 5.15 Further Assurances. Upon the request of the Administrative Agent,
promptly perform or cause to be performed any and all acts and execute or cause to be executed any
and all documents for filing under the provisions of the UCC or any other Requirement of Law which
are necessary or advisable to maintain in favor of the Administrative Agent, for the benefit of the
Lenders, Liens on the Collateral that are duly perfected in accordance with the requirements of, or
the obligations of the Credit Parties under, the Credit Documents and all applicable Requirements
of Law.



Section 5.16 Post-Closing Conditions for Foreign Borrowing.




(a) Foreign Credit Party Joinder. Deliver to the Administrative Agent (i) a
joinder agreement executed by the Foreign Credit Parties, (ii) an executed Revolving Note
in favor of each Revolving Lender that requests a Revolving Note, (iii) executed copies of
the Foreign Pledge Agreement, (iv) copies of any additional Foreign Pledge Documents, and
(v) such other documentation as the Administrative Agent may require to the extent
consistent with the documentation delivered by the Credit Parties pursuant to Article IV,
all such documentation to be in form and substance satisfactory to the Administrative
Agent.




(b) Stock Certificate. Deliver to the Administrative Agent the shares of
Lionbridge Technologies Cyprus required to be delivered pursuant to the Foreign Pledge
Agreement.




(c) Legal Opinion of Counsel. The Administrative Agent shall have received
the Opinions of of Wilmer Cutler Pickering Hale and Dorr LLP, U.S. counsel to the Credit
Parties, and Irish counsel to be named (which shall include, without limitation, opinions
with respect to the due organization and valid existence of each Foreign Credit Party,
opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the
Foreign Pledge Agreement and the Foreign Pledge Documents and opinions as to the
non-contravention of the Foreign Credit Parties’ organizational documents).




(d) Further Assurances. Upon the request of the Administrative Agent,
promptly perform or cause to be performed any and all acts and execute or cause to be
executed any and all documents for filing under the provisions of the UCC or any other
Requirement of Law which are necessary or advisable under Irish law to maintain in favor of
the Administrative Agent, for the benefit of the Lenders, Liens on the Collateral that are
duly perfected in accordance with the requirements of, or the obligations of the Credit
Parties under, the Credit Documents and all applicable Requirements of Law.



ARTICLE VI.




NEGATIVE COVENANTS




The Credit Parties hereby covenant and agree that on the Closing Date, and thereafter for so
long as this Credit Agreement is in effect and until the Commitments have terminated, no Note
remains outstanding and unpaid and the Credit Party Obligations (excluding any continuing
obligations under any Secured Hedging Agreements, pooling agreements or cash management agreements)
and all other amounts owing to the Administrative Agent or any Lender hereunder are paid in full,
that:



Section 6.1 Indebtedness.



The Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur,
assume or permit to exist any Indebtedness, except:




(a) Indebtedness arising or existing under this Credit Agreement and the other Credit
Documents;




(b) Indebtedness of the Credit Parties and their Subsidiaries existing as of the
Closing Date as referenced in the financial statements referenced in Section 3.1 (and set
out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or
extensions thereof in a principal amount not in excess of that outstanding as of the date
of such renewal, refinancing or extension;




(c) Indebtedness of the Credit Parties and their Subsidiaries incurred after the
Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a
portion of the purchase price or cost of construction of an asset; provided that
(i) such Indebtedness when incurred shall not exceed the purchase price or cost of
construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal
amount in excess of the principal balance outstanding thereon at the time of such
refinancing; and (iii) the total amount of all such Indebtedness shall not exceed
$5,000,000 at any time outstanding;




(d) Indebtedness and obligations owing under (i) pooling agreements and cash
management agreements to the extent maintained with a Lender or an Affiliate of a Lender,
and (ii) Secured Hedging Agreements and other Hedging Agreements entered into in order to
manage existing or anticipated interest rate, exchange rate or commodity price risks and
not for speculative purposes;




(e) Guaranty Obligations in respect of Indebtedness of a Credit Party to the extent
such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.1;




(f) unsecured intercompany Indebtedness owed by Credit Parties (other than Foreign
Credit Parties) and their Domestic Subsidiaries to Subsidiaries of the Company;




(g) unsecured intercompany Indebtedness owed by Foreign Subsidiaries to Foreign
Subsidiaries;




(h) Indebtedness from Foreign Subsidiaries to US Credit Parties arising as a result of
the restructuring of existing Acquisition related intercompany balances;




(i) so long as no Default or Event of Default then exists or would exist after giving
effect to the incurrence of such Indebtedness, (i) unsecured intercompany Indebtedness owed
by Foreign Subsidiaries to US Credit Parties in accordance with the historical practices of
the US Credit Parties and in the ordinary course of business and (ii) other unsecured
intercompany Indebtedness owed by Foreign Subsidiaries to US Credit Parties in an aggregate
amount, with respect to all Foreign Subsidiaries, not to exceed (in the case of clause
(ii)), when combined (without duplication) with any outstanding Investments made pursuant
to clause (i)(y) of the definition of Permitted Investments, $10,000,000 at any time
outstanding;




(j) Indebtedness owed by Foreign Subsidiaries (other than Foreign Credit Parties) to
entities other than Credit Parties and their Subsidiaries in an aggregate amount, with
respect to all Foreign Subsidiaries (other than Foreign Credit Parties), not to exceed
$10,000,000 at any time outstanding;




(k) endorsements for collection, deposit or negotiation and warranties of products or
services, in each case incurred in the ordinary course of business;




(l) transactions permitted pursuant to Sections 6.4, 6.5 and 9.21 to the extent not
already permitted pursuant to this Section 6.1;




(m) other Indebtedness of the Credit Parties and their Subsidiaries which does not
exceed $5,000,000 in the aggregate at any time outstanding; and




(n) Guaranty Obligations in respect of Indebtedness of a Foreign Subsidiary that is
not a Credit Party to the extent such Indebtedness is permitted to exist or be incurred
pursuant to this Section 6.1, provided that the total amount of all such
Indebtedness shall not exceed $10,000,000 at any time outstanding.



Section 6.2 Liens.



The Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur,
assume or permit to exist any Lien with respect to any of its property or assets of any kind
(whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except
for (i) in the case of the Credit Parties only, Permitted Liens, and (ii) in the case of any
Subsidiaries of the Company that are not Credit Parties, such Liens described in clause (a) and
clauses (c)-(n) of “Permitted Liens”.



Section 6.3 Nature of Business.



The Credit Parties will not, nor will they permit any Subsidiary to, alter the character of
its business in any material respect from that conducted as of the Closing Date.



Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc.



The Credit Parties will not, nor will they permit any Subsidiary to,




(a) dissolve, liquidate or wind up its affairs, or sell, transfer, lease or otherwise
dispose of its property or assets or agree to do so at a future time, except the following,
without duplication, shall be expressly permitted:




(i) (A) the sale, transfer, lease or other disposition of inventory and
materials in the ordinary course of business and (B) the conversion of cash into
Corporate Investment Policy Investments and Corporate Investment Policy Investments
into cash;




(ii) Recovery Events;




(iii) the sale, lease, transfer or other disposition of machinery, parts and
equipment no longer used or useful in the conduct of the business of the Credit
Parties or any of their Subsidiaries;




(iv) the sale, lease, transfer or other disposition of property or assets (at
fair value) (A) between US Credit Parties, (B) between Foreign Credit Parties and
(C) between Foreign Subsidiaries (other than Foreign Credit Parties);
provided that in no event shall a Credit Party sell, transfer or otherwise
dispose of any Intellectual Property to a Person that is not a Credit Party, except
that the Foreign Borrower may license such Intellectual Property in the ordinary
course of business, without the prior written consent of the Administrative Agent;




(v) the dissolution or winding up of any Subsidiary of the Company that is not
a Credit Party; provided, that the assets of any such Subsidiary shall be
transferred to another Subsidiary of the Company;




(vi) the sale, lease or transfer of the German Property;




(vii) the sale, lease or transfer of the Belgian Property;




(viii) the dissolution or winding up of any Credit Party (other than a
Borrower); provided, that the assets of any such Credit Party shall be
transferred to another Credit Party;




(ix) (A) the sale or issuance of the Capital Stock of a Foreign Subsidiary
(other than a Credit Party) of the Company to any Subsidiary of the Company to the
extent not otherwise prohibited under this Credit Agreement or any of the other
Credit Documents, (B) the sale or issuance of the Capital Stock of a US Credit Party
(other than the Company) to another US Credit Party and (C) the sale or issuance of
the Capital Stock of a Foreign Credit Party to a Credit Party;




(x) the merger or consolidation of a Subsidiary of the Company (other than a
Borrower) into another Subsidiary of the Company; provided that if either
Subsidiary is a Credit Party, the continuing or surviving Person shall be a Credit
Party;




(xi) the merger or consolidation of any Subsidiary into the Company;
provided that the Company shall be the continuing or surviving entity;




(xii) transactions permitted pursuant to Sections 6.1, 6.5 and 9.22 to the
extent not already permitted pursuant to this Section 6.4(a);




(xiii) the sale, lease or transfer of property or assets not to exceed $500,000
in the aggregate in any fiscal year; and




(xiv) the sale of any Foreign Subsidiary (not including any Foreign Credit
Party) which the Company has demonstrated to the reasonable satisfaction of the
Administrative Agent has less than $10,000,000 in total annual revenue.



provided that (A) with respect to clauses (i)(A), (ii), (iii), and (xi) above, at
least 75% of the consideration received therefor by the Credit Parties or any such Subsidiary shall
be in the form of cash or Corporate Investment Policy Investments, and (B) with respect to clause
(iv), no Default or Event of Default shall exist or shall result therefrom; provided,
further, that with respect to sales of assets permitted hereunder only, the Administrative Agent
shall, without the consent of the Required Lenders, release its Liens relating to the particular
assets sold; or



(b) (i) purchase, lease or otherwise acquire (in a single transaction or a series of related
transactions) the property or assets of any Person, other than (A) Permitted Acquisitions and (B)
except as otherwise limited or prohibited herein, purchases, leases or acquisitions of inventory,
materials, property and equipment in the ordinary course of business, or (ii) enter into any
transaction of merger or consolidation, except for (A) Investments or acquisitions permitted
pursuant to Sections 6.4(a) and 6.5 and (B) the merger or consolidation of a Credit Party with and
into another Credit Party; provided that if the Company is a party thereto, the Company
will be the surviving corporation.



Section 6.5 Advances, Investments and Loans.



The Credit Parties will not, nor will they permit any Subsidiary to, make any Investment
except for Permitted Investments.



Section 6.6 Transactions with Affiliates.



The Credit Parties will not, nor will they permit any Subsidiary to, enter into any
transaction or series of transactions, whether or not in the ordinary course of business, with any
officer, director, shareholder or Affiliate (other than Credit Parties) other than on terms and
conditions substantially as favorable as would be obtainable in a comparable arm’s length
transaction with a Person other than an officer, director, shareholder or Affiliate.



Section 6.7 Ownership of Subsidiaries; Restrictions.



The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire
any Subsidiaries, except for Domestic Subsidiaries that are joined as Additional Credit Parties to
the extent required by Section 5.10 and Foreign Subsidiaries. Subject to Section 9.21, the Credit
Parties will not sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity
interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue,
sell, transfer, pledge or otherwise dispose of any of their Capital Stock or other equity
interests, except in a transaction permitted by Section 6.4. The Credit Parties shall not permit
Mendez, Inc., a New York corporation, to maintain operations (including revenue generation) or hold
assets unless the Administrative Agent has received a pledge of 100% of the Capital Stock of such
Person pursuant to a Security Document in form and substance satisfactory to the Administrative
Agent.



Section 6.8 Corporate Changes.



No Credit Party will, nor will it permit any of its Subsidiaries to, (a) change its fiscal
year, (b) amend, modify or change its articles of incorporation, certificate of designation (or
corporate charter or other similar organizational document) operating agreement or bylaws (or other
similar document) in any respect adverse to the interests of the Lenders without the prior written
consent of the Required Lenders, (c) change its state of incorporation, organization or formation
or have more than one state of incorporation, organization or formation or (d) materially change
its accounting method (except in accordance with GAAP) in any manner materially adverse to the
interests of the Lenders without the prior written consent of the Required Lenders.



Section 6.9 Limitation on Restricted Actions.



The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on
the ability of any such Person to (a) pay dividends or make any other distributions to any Credit
Party on its Capital Stock or with respect to any other interest or participation in, or measured
by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make
loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets
to any Credit Party, or (e) act as a US Guarantor or Foreign Guarantor and pledge its assets
pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension
thereof, except (in respect of any of the matters referred to in clauses (a) (d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other
Credit Documents, (ii) applicable law, (iii) any document or instrument governing Indebtedness
incurred pursuant to Section 6.1(c) or 6.1(j); provided that any such restriction contained
therein relates only to the asset or assets constructed or acquired in connection therewith, or
(iv) any Permitted Lien or any document or instrument governing any Permitted Lien;
provided that any such restriction contained therein relates only to the asset or assets
subject to such Permitted Lien.



Section 6.10 Restricted Payments.



The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly,
declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make
dividends payable solely in the same class of Capital Stock of such Person, and (b) to make
dividends or other distributions (directly or indirectly through Subsidiaries) payable to any
Credit Party within thirty-three (33) days of such initial distribution, and if to Subsidiaries
that are not Credit Parties, in an amount not to exceed $1,000,000 in the aggregate.



Section 6.11 Amendment of Subordinated Debt.



The Credit Parties will not, nor will they permit any Subsidiary to, amend or modify or waive
(or permit the amendment, modification or waiver of), after the issuance thereof, any of the terms
of any Subordinated Debt if the effect of such amendment, modification or waiver would be (a) to
increase the principal amount due thereunder, (b) to shorten or accelerate the time of payment of
any amount due thereunder, (c) to increase the applicable interest rate or amount of any fees or
costs due thereunder, (d) to amend the subordination provisions, if any, thereunder (including any
of the definitions relating thereto), (e) to make any covenant therein more restrictive or add any
new covenant, (f) to grant any Lien, (g) to provide for any additional guarantor with respect
thereto unless such Person becomes a US Guarantor or Foreign Guarantor hereunder or (h) in the
determination of the Administrative Agent, be adverse in any other material respect to the rights
or interests of the Lenders. With respect to any Subordinated Debt, none of the Credit Parties
will breach or otherwise violate any of the subordination provisions applicable thereto, including
without limitation restrictions against payment of principal and interest and other amounts
thereon.



Section 6.12 Sale Leasebacks.



The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly,
become or remain liable as lessee or as guarantor or other surety with respect to any lease,
whether an Operating lease or a Capital Lease, of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, (a) which any Credit Party or any Subsidiary has sold or
transferred or is to sell or transfer to a Person which is not a Credit Party or a Subsidiary or
(b) which any Credit Party or any Subsidiary intends to use for substantially the same purpose as
any other property which has been sold or is to be sold or transferred by a Credit Party or a
Subsidiary to another Person which is not a Credit Party or a Subsidiary in connection with such
lease.



Section 6.13 No Further Negative Pledges.



The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or
become subject to any agreement prohibiting or otherwise restricting the creation or assumption of
any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or
requiring the grant of any security for such obligation if security is given for some other
obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b)
pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c)
or 6.1(j); provided that any such restriction contained therein relates only to the asset
or assets constructed or acquired in connection therewith, (c) in connection with any Permitted
Lien or any document or instrument governing any Permitted Lien; provided that any such
restriction contained therein relates only to the asset or assets subject to such Permitted Lien,
(d) customary anti-assignment provisions contained in leases and licensing agreements entered into
in the ordinary course of business, (e) restrictions imposed by law, (f) customary restrictions
contained in agreements relating to the sale of a Subsidiary of the Company pending such sale, so
long as such restrictions and conditions apply only to such Subsidiary and such sale is permitted
hereunder and (g) restrictions imposed by any agreement relating to secured Indebtedness permitted
by this Credit Agreement if such restrictions apply only to the property or assets securing such
Indebtedness.



Section 6.14 Operating Leases.



The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or
permit to exist any obligations for the payment of rent under Operating Leases which in the
aggregate for all such Persons would exceed $25,000,000 in any fiscal year.



ARTICLE VII.




EVENTS OF DEFAULT




Section 7.1 Events of Default.



An Event of Default shall exist upon the occurrence of any of the following specified events
(each an “Event of Default”):




(a) Payment. (i) Any Borrower shall fail to pay any principal on any Loan
when due in accordance with the terms hereof; or (ii) the Company shall fail to reimburse
the Issuing Lender for any LOC Obligations when due in accordance with the terms hereof; or
(iii) any Borrower shall fail to pay any interest on any Loan or any fee or other amount
payable hereunder when due in accordance with the terms hereof and such failure shall
continue unremedied for three (3) days; or (iv) or any US Guarantor shall fail to pay on
the US Guaranty or any Foreign Guarantor shall fail to pay on the Foreign Guaranty in
respect of any of the foregoing or in respect of any other Guaranty Obligations hereunder
(after giving effect to the grace period in clause (iii)); or




(b) Misrepresentation. Any representation or warranty made or deemed made
herein, in the Security Documents or in any of the other Credit Documents or which is
contained in any certificate, document or financial or other statement furnished at any
time under or in connection with this Credit Agreement shall (i) with respect to
representations and warranties that contain a materiality qualification, prove to have been
incorrect, false or misleading and (ii) with respect to representations and warranties that
do not contain a materiality qualification, prove to have been incorrect, false or
misleading in any material respect, in each case on or as of the date made or deemed made;
or




(c) Covenant. (i) Any Credit Party shall fail to perform, comply with or
observe any term, covenant or agreement applicable to it contained in Section 5.1, 5.2,
5.4(a) (as such covenant relates to the Company only), Section 5.7(a), Section 5.9 or
Article VI hereof; or (ii) any Credit Party shall fail to comply with any other covenant
contained in this Credit Agreement or the other Credit Documents or any other agreement,
document or instrument among or between any Credit Party, the Administrative Agent and the
Lenders or executed by any Credit Party in favor of the Administrative Agent or the Lenders
(other than as described in Sections 7.1(a) or 7.1(c)(i) above), and in the event such
breach or failure to comply is capable of cure, is not cured within thirty (30) days of its
occurrence; or




(d) Cross Default. A Credit Party or any of its Subsidiaries shall (i) default
in any payment of principal of or interest on any Indebtedness (other than the Credit Party
Obligations) in a principal amount outstanding of at least $5,000,000 individually, or
$10,000,000 in the aggregate, for the Credit Parties and their Subsidiaries, beyond the
period of grace (not to exceed 30 days), if any, provided in the instrument or agreement
under which such Indebtedness was created; or (ii) default in the observance or performance
of any other agreement or condition relating to any Indebtedness in a principal amount
outstanding of at least $5,000,000 individually, or $10,000,000 in the aggregate, for the
Credit Parties and their Subsidiaries, 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 holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become
due prior to its stated maturity; or (iii) breach or default under any Secured Hedging
Agreement in an amount exceeding $5,000,000 in the aggregate for the Credit Parties and
their Subsidiaries; or




(e) Bankruptcy. (i) A Credit Party or any of its Subsidiaries (other than any
de minimus Foreign Subsidiary that is not a Foreign Credit Party) 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, examiner
or other similar official for it or for all or any substantial part of its assets, or a
Credit Party or any of its Subsidiaries shall make a general assignment for the benefit of
its creditors; or (ii) there shall be commenced against a Credit Party or any of its
Subsidiaries (other than any de minimus Foreign Subsidiary that is not a Foreign Credit
Party) any case, proceeding or other action of a nature referred to in clause (i) above
which (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 a Credit Party or any of its Subsidiaries (other
than any de minimus Foreign Subsidiary that is not a Foreign Credit Party) 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 their assets which
results in the entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or
(iv) a Credit Party or any of its Subsidiaries (other than, with respect to any of acts set
forth in clause (i) above, any de minimus Foreign Subsidiary that is not a Foreign Credit
Party) 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) a
Credit Party or any of its Subsidiaries (other than any de minimus Foreign Subsidiary that
is not a Foreign Credit Party) shall generally not, or shall be unable to, or shall admit
in writing their inability to, pay its debts as they become due; or




(f) Judgment. One or more judgments or decrees shall be entered against a
Credit Party or any of its Subsidiaries involving in the aggregate a liability (to the
extent not covered by insurance) of $1,000,000 or more and all such judgments or decrees
shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending
appeal within 20 Business Days from the entry thereof.




(g) ERISA. (i) Any Person shall engage in any “prohibited transaction” (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any
“accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not
waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan
(other than a Permitted Lien) shall arise on the assets of the Credit Parties or any
Commonly Controlled Entity, (iii) 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 Single Employer 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, (iv) any Single Employer Plan shall terminate for purposes of Title IV
of ERISA, (v) a Credit Party, any of its Subsidiaries 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, any
Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with
respect to a Plan, except to the extent any of the foregoing could not reasonably be
expected to have a Material Adverse Effect; or




(h) Change of Control. There shall occur a Change of Control; or




(i) Invalidity of Guaranty. At any time after the execution and delivery
thereof, the Guaranty, for any reason other than the satisfaction in full of all Credit
Party Obligations, shall cease to be in full force and effect (other than in accordance
with its terms) or shall be declared to be null and void, or any Credit Party shall
contest the validity or enforceability of the Guaranty or any Credit Document in writing or
deny in writing that it has any further liability, including with respect to future
advances by the Lenders, under any Credit Document to which it is a party; or




(j) Invalidity of Credit Documents. Any other Credit Document shall fail to be
in full force and effect or to give the Administrative Agent and/or the Lenders the
security interests, liens, rights, powers and privileges purported to be created thereby
(except as such documents may be terminated or no longer in force and effect in accordance
with the terms thereof, other than those indemnities and provisions which by their terms
shall survive) or any Lien shall fail to be a first priority, perfected Lien, subject to
Permitted Liens, on a material portion of the Collateral, other than by action of the
Administrative Agent or the Lenders; or




(k) Subordinated Debt. Any event of default shall occur and be continuing
under any Subordinated Debt or the subordination provisions contained in any Subordinated
Debt shall cease to be in full force and effect or to give the Lenders the rights, powers
and privileges purported to be created thereby.



Section 7.2 Acceleration; Remedies.



Upon the occurrence and during the continuance of an Event of Default, then, and in any such
event, (a) if such event is an Event of Default specified in Section 7.1(e) above, automatically
the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all
other amounts under the Credit Documents (including without limitation the maximum amount of all
contingent liabilities under Letters of Credit) shall immediately become due and payable, and (b)
if such event is any other Event of Default, any or all of the following actions may be taken: (i)
with the written consent of the Required Lenders, the Administrative Agent may, or upon the written
request of the Required Lenders, the Administrative Agent shall, declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) the
Administrative Agent may, or upon the written request of the Required Lenders, the Administrative
Agent shall, declare the Loans (with accrued interest thereon) and all other amounts owing under
this Credit Agreement and the Notes to be due and payable forthwith and direct the Company to pay
to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent
drawings under then outstanding Letters of Credit an amount equal to the maximum amount of which
may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become
due and payable; and/or (iii) with the written consent of the Required Lenders, the Administrative
Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall,
exercise such other rights and remedies as provided under the Credit Documents and under applicable
law.



ARTICLE VIII.




THE AGENT




Section 8.1 Appointment.



Each Lender hereby irrevocably designates and appoints HSBC as the Administrative Agent of
such Lender under this Credit Agreement, and each such Lender irrevocably authorizes HSBC, as the
Administrative Agent for such Lender, to take such action on its behalf under the provisions of
this Credit Agreement and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Credit Agreement, together with such
other powers as are reasonably incidental thereto. Each Lender acknowledges that the Credit
Parties may rely on each action taken by the Administrative Agent on behalf of the Lenders
hereunder. Notwithstanding any provision to the contrary elsewhere in this Credit 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 Credit Agreement or
otherwise exist against the Administrative Agent.



Section 8.2 Delegation of Duties.



The Administrative Agent may execute any of its duties under this Credit Agreement 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.
Without limiting the foregoing, the Administrative Agent may appoint one of its affiliates as its
agent to perform the functions of the Administrative Agent hereunder relating to the advancing of
funds to the Borrowers and distribution of funds to the Lenders and to perform such other related
functions of the Administrative Agent hereunder as are reasonably incidental to such functions.



Section 8.3 Exculpatory Provisions.



Neither the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys in fact, Subsidiaries or affiliates shall be (i) liable to any Lender for any action
lawfully taken or omitted to be taken by it or such Person under or in connection with this Credit
Agreement (except for 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 Credit Party or any officer thereof contained in this Credit Agreement or in
any certificate, report, statement or other document referred to or provided for in, or received by
the Administrative Agent under or in connection with, this Credit Agreement or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of any of the Credit Documents
or for any failure of any Credit Party to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as
to the observance or performance by any Credit Party of any of the agreements contained in, or
conditions of, this Credit Agreement, or to inspect the properties, books or records of any Credit
Party.



Section 8.4 Reliance by Administrative Agent.




(a) The Administrative Agent shall be entitled to rely, and shall be fully protected
in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it in good faith 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, without limitation, counsel to the Credit Parties), independent
accountants and other experts selected by the Administrative Agent. The Administrative
Agent may deem and treat the payee of any Loan or Note as the owner thereof for all
purposes unless an executed Assignment Agreement has been filed with the Administrative
Agent pursuant to Section 9.6(c) with respect to such Loan or the Loans evidenced by such
Note. The Administrative Agent shall be fully justified in failing or refusing to take any
action under this Credit Agreement unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which 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 any of
the Credit Documents in accordance with a request of the Required Lenders or all of the
Lenders, as may be required under this Credit Agreement, 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 Notes.




(b) For purposes of determining compliance with the conditions specified in Section
4.1, each Lender that has signed this Credit Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.



Section 8.5 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 hereunder unless the Administrative Agent has received notice from
a Lender or the Company referring to this Credit 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 prompt 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;
provided, however, 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 except to the extent that this Credit Agreement
expressly requires that such action be taken, or not taken, only with the consent or upon the
authorization of the Required Lenders, or all of the Lenders, as the case may be.



Section 8.6 Non Reliance on Administrative Agent and Other Lenders.



Each Lender expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys in fact or affiliates has made any representation
or warranty to it and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of any Credit Party, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to make its Loans
hereunder and enter into this Credit Agreement. Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under this Credit
Agreement, 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. 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 the Borrowers which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys in fact or affiliates.



Section 8.7 Indemnification.



The Lenders agree to indemnify the Administrative Agent, the Issuing Lender and their
Affiliates and their respective officers, directors, agents and employees (to the extent not
reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably
according to their respective Revolving Commitment Percentages in effect on the date on which
indemnification is sought under this Section, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Credit Party Obligations) be imposed on, incurred by or asserted
against any such indemnitee in any way relating to or arising out of any Credit Document or any
documents contemplated by or referred to herein or therein or the transactions contemplated hereby
or thereby or any action taken or omitted by any such indemnitee under or in connection with any of
the foregoing; provided, however, 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 to the extent resulting from such indemnitee’s gross negligence or
willful misconduct, as determined by a court of competent jurisdiction. The agreements in this
Section 8.7 shall survive the termination of this Credit Agreement and payment of the Notes and all
other amounts payable hereunder.



Section 8.8 Administrative Agent in Its Individual Capacity.



The Administrative Agent and its affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Company as though the Administrative Agent were
not the Administrative Agent hereunder. With respect to its Loans made or renewed by it and any
Note issued to it, the Administrative Agent shall have the same rights and powers under this Credit
Agreement as any Lender and may exercise the same as though it were not the Administrative Agent,
and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual
capacity.



Section 8.9 Successor Administrative Agent.



The Administrative Agent may resign as Administrative Agent upon 30 days’ prior notice to the
Company and the Lenders. If the Administrative Agent shall resign as Administrative Agent under
this Credit Agreement and the Notes or if the Administrative Agent enters or becomes subject to
receivership, then the Required Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall be subject to approval by the Company with such approval
not to be unreasonably withheld (provided, however if an Event of Default shall exist at
such time, no approval of the Company shall be required hereunder), 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 Credit Agreement or any holders of the Notes.
After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of
this Section 8.9 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Credit Agreement.



Section 8.10 Nature of Duties.



Except as otherwise expressly stated herein, any agent (other than the Administrative Agent)
or co-lead arranger listed from time to time on the cover page of this Credit Agreement shall have
no obligations, responsibilities or duties under this Credit Agreement or under any other Credit
Document other than obligations, responsibilities and duties applicable to all Lenders in their
capacity as Lenders; provided, however, that such agents and co-lead arrangers shall be
entitled to the same rights, protections, exculpations and indemnifications granted to the
Administrative Agent under this Article VIII in their capacity as an agent or co-lead arranger.



Section 8.11 Releases.



The Administrative Agent shall release any US Guarantor or any Foreign Guarantor and any Lien
on any Collateral, which is sold as permitted by the Credit Agreement or as otherwise permitted by
the Lenders or Required Lenders, as applicable. In addition, the Administrative Agent shall
release the pledge of any first-tier Foreign Subsidiary of a US Credit Party to the extent such
Foreign Subsidiary ceases to be a first-tier Foreign Subsidiary.



ARTICLE IX.




MISCELLANEOUS




Section 9.1 Amendments, Waivers and Release of Collateral.



Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or
thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or
otherwise) except in accordance with the provisions of this Section nor may Collateral be released
except as specifically provided herein or in the Security Documents or in accordance with the
provisions of this Section 9.1. The Required Lenders may or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (x) enter into with the Credit
Parties written amendments, supplements or modifications hereto and to the other Credit Documents
for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or
changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder
or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders
may specify in such instrument, any of the requirements of this Credit Agreement or the other
Credit Documents or any Default or Event of Default and its consequences; provided,
however, that no such amendment, supplement, modification, release, waiver or consent shall:




(i) reduce the amount or extend the scheduled date of maturity of any Loan or
Note or any installment thereon, or reduce the stated rate of any interest or fee
payable hereunder (except in connection with a waiver of interest at the increased
post-default rate set forth in Section 2.10 which shall be determined by a vote of
the Required Lenders) or extend the scheduled date of any payment thereof or
increase the amount or extend the expiration date of any Lender’s Commitment, in
each case without the written consent of each Lender directly affected thereby;
provided that, it is understood and agreed that any reduction in the stated
rate of interest on Revolving Loans shall only require the written consent of each
Lender holding a Revolving Commitment; or




(ii) amend, modify or waive any provision of this Section 9.1 or reduce the
percentage specified in the definition of Required Lenders, without the written
consent of all the Lenders; or




(iii) amend, modify or waive any provision of Article VIII without the written
consent of the then Administrative Agent; or




(iv) release a Borrower or all or substantially all of the Guarantors from
their obligations under the Foreign Guaranty or the US Guaranty, as applicable,
without the written consent of all of the Lenders; or




(v) release all or substantially all of the Collateral, without the written
consent of all of the Lenders; or




(vi) permit the Borrowers to assign or transfer any of their rights or
obligations under this Credit Agreement or other Credit Documents; or




(vii) amend, modify or waive any provision of the Credit Documents affecting
the rights or duties of the Administrative Agent, the Issuing Lender or the
Swingline Lender under any Credit Document without the written consent of the
Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable,
in addition to the Lenders required hereinabove to take such action; or




(viii) amend or modify the definition of Credit Party Obligations to delete or
exclude any obligation or liability described therein without the written consent of
each Lender directly affected thereby; or




(ix) amend, modify or waive the order in which Credit Party Obligations are
paid in Section 2.12(b) without the written consent of each Lender directly affected
thereby.



Any such waiver, amendment, supplement or modification and any such release shall apply
equally to each of the Lenders and shall be binding upon the Borrowers, the other Credit Parties,
the Lenders, the Administrative Agent and all future holders of the Notes. In the case of any
waiver, the Borrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the outstanding Loans and Notes
and other Credit 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.



Notwithstanding any of the foregoing to the contrary, the consent of the Borrowers and the
other Credit Parties shall not be required for any amendment, modification or waiver of the
provisions of Article VIII (other than the provisions of Sections 8.9 and 8.11).



Notwithstanding the fact that the consent of all the Lenders is required in certain
circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on
any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the
provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions
set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.



Section 9.2 Notices.



Except as otherwise provided in Article II, 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 (a) when
delivered by hand, (b) when transmitted via telecopy (or other facsimile device) to the number set
out herein, (c) the Business Day immediately following the day on which the same has been delivered
prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier
service, or (d) the third Business Day following the day on which the same is sent by certified or
registered mail, postage prepaid, in each case, addressed as follows in the case of the Company,
the other Credit Parties and the Administrative Agent, and, with respect to each Lender, as set
forth in such Lender’s Administrative Details Form, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Notes:



	 	 	 	 	 
	The Company

and the other

Credit Parties:

	 	 	 	Lionbridge Technologies, Inc.

1050 Winter Street

Waltham, MA 02451

Attention: Chief Financial Officer, Treasurer and General Counsel

Telecopier: (781) 890-3799

Telephone: (781) 434-6002
	 
	 	 	 	 
	The Administrative

Agent:

	 	 	 	HSBC Bank USA, National Association

Corporate & Middle Market Banking

125 High Street, 16th Floor

Oliver Street Tower

Boston, MA 02110

Attn: Kenneth V. McGraime

Telecopier: (617) 338-3849

Telephone: (617) 292-8470
	 
	 	 	 	 
	
 
	 	 	 	with a copy to:
	 
	 	 	 	 
	
 
	 	 	 	Goulston & Storrs, P.C.

400 Atlantic Avenue

Boston, MA 02110-3333

Attn: Philip A. Herman, Esq.

Telecopier: (617) 574-7592

Telephone: (617) 482-1776
	 
	 	 	 	 
	
 
	 	 	 	with respect to Foreign Currency Loans:
	 
	 	 	 	 
	
 
	 	 	 	[     ]
	 
	 	 	 	 
	
 
	 	Section 9.3
	 	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 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.



Section 9.4 Survival of Representations and Warranties.



All representations and warranties made hereunder and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the execution and
delivery of this Credit Agreement and the Notes and the making of the Loans, provided that
all such representations and warranties shall terminate on the date upon which the Commitments have
been terminated and all amounts owing hereunder and under any Notes have been paid in full.



Section 9.5 Payment of Expenses and Taxes.



The Credit Parties agree (a) to pay or reimburse the Administrative Agent and the Arranger for
all their reasonable out-of-pocket costs and expenses incurred in connection with the development,
preparation, negotiation, printing and execution of, and any amendment, supplement or modification
to, this Credit Agreement and the other Credit Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to
the Administrative Agent and the Arranger, (b) to pay or reimburse each Lender and the
Administrative Agent for all its costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Credit Agreement and the other Credit Documents, including,
without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent
and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on
demand, to pay, indemnify, and hold each Lender, the Administrative Agent and the Arranger 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, documentary, intangibles, excise and other similar
taxes, charges or levies, if any, which 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, the Credit Documents and any such other documents and (d) to pay, indemnify, and
hold each Lender, the Administrative Agent, the Arranger and their Affiliates and their respective
officers, directors, employees, partners, members, counsel, agents, representatives, advisors and
affiliates (collectively called the “Indemnitees”) 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 (other than those liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements for which indemnification is provided by the Credit Parties pursuant to Article II)
with respect to the execution, delivery, enforcement, performance and administration of the Credit
Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all
of the foregoing, collectively, the “Indemnified Liabilities”); provided, however,
that the Borrowers shall not have any obligation hereunder to an Indemnitee with respect to
Indemnified Liabilities arising from the gross negligence, wrongful refusal to fund or willful
misconduct of such Indemnitee, as determined by a court of competent jurisdiction pursuant to a
final non-appealable judgment. The agreements in this Section 9.5 shall survive repayment of the
Loans, Notes and all other amounts hereunder.



Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.




(a) This Credit Agreement shall be binding upon and inure to the benefit of the Credit
Parties, the Lenders, the Administrative Agent, all future holders of the Notes and their
respective successors and assigns, except that the Credit Parties may not assign or
transfer any of their rights or obligations under this Credit Agreement or the other Credit
Documents without the prior written consent of each Lender.




(b) Any Lender may, in the ordinary course of its business and in accordance with
applicable law, at any time sell to one or more banks or other entities
(“Participants”) participating interests in any Loan owing to such Lender, any Note
held by such Lender, any Commitment of such Lender, or any other interest of such Lender
hereunder. In the event of any such sale by a Lender of participating interests to a
Participant, such Lender’s obligations under this Credit Agreement to the other parties to
this Credit Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such Note for all
purposes under this Credit Agreement, and the Company and the Administrative Agent shall
continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Credit Agreement. No Lender shall transfer or grant any
participation under which the Participant shall have rights to approve any amendment to or
waiver of this Credit Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any
installment thereon in which such Participant is participating, or reduce the stated rate
or extend the time of payment of interest or fees thereon (except in connection with a
waiver of interest at the increased post-default rate set forth in Section 2.9 which shall
be determined by a vote of the Required Lenders) or reduce the principal amount thereof, or
increase the amount of the Participant’s participation over the amount thereof then in
effect; provided that, it is understood and agreed that (A) a waiver of any Default
or Event of Default shall not constitute a change in the terms of such participation, and
(B) an increase in any Commitment or Loan shall be permitted without consent of any
participant if the Participant’s participation is not increased as a result thereof, (ii)
release a Borrower or all or substantially all of the Guarantors from their obligations
under the US Guaranty or the Foreign Guaranty, as applicable, (iii) release all or
substantially all of the Collateral, or (iv) consent to the assignment or transfer by the
Borrowers of any of their rights and obligations under this Credit Agreement. In the case
of any such participation, the Participant shall not have any rights under this Credit
Agreement or any of the other Credit Documents (the Participant’s rights against such
Lender in respect of such participation to be those set forth in the agreement executed by
such Lender in favor of the Participant relating thereto) and all amounts payable by the
Borrowers hereunder shall be determined as if such Lender had not sold such participation;
provided that each Participant shall be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.5 with respect to its participation in the Commitments and the Loans
outstanding from time to time; provided, further, that no Participant shall be
entitled to receive any greater amount pursuant to such Sections than the transferor Lender
would have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer occurred.




(c) Any Lender may, in accordance with applicable law, at any time, sell or assign to
any Lender or any Affiliate or Approved Fund thereof and to one or more additional banks,
insurance companies, financial institutions, investment funds or other entities
(“Purchasing Lenders”), all or any part of its rights and obligations under this
Credit Agreement and the Notes in minimum amounts of $5,000,000 with respect to its
Revolving Commitment and its Revolving Loans (or, if less, the entire amount of such
Lender’s Revolving Commitment and Revolving Loans), pursuant to an Assignment Agreement,
executed by such Purchasing Lender, such transferor Lender, the Administrative Agent and
the Company (to the extent required), and delivered to the Administrative Agent for its
acceptance and recording in the Register; provided, however, that (A) any sale or
assignment to an existing Lender, or Affiliate or Approved Fund thereof, shall not require
the consent of the Company nor shall any such sale or assignment be subject to the minimum
assignment amounts specified herein, and (B) so long as no Default or Event of Default
shall have occurred and be continuing, any sale or assignment of a portion of the Revolving
Loans and a Revolving Loan Commitment shall require the consent of the Company. Upon such
execution, delivery, acceptance and recording, from and after the Transfer Effective Date
specified in such Assignment Agreement, (1) the Purchasing Lender thereunder shall be a
party hereto and, to the extent provided in such Assignment Agreement, have the rights and
obligations of a Lender hereunder with a Commitment as set forth therein, and (2) the
transferor Lender thereunder shall, to the extent provided in such Assignment Agreement, be
released from its obligations under this Credit Agreement (and, in the case of an
Assignment Agreement covering all or the remaining portion of a transferor Lender’s rights
and obligations under this Credit Agreement, such transferor Lender shall cease to be a
party hereto; provided, however, that such Lender shall continue to be entitled to
any indemnification rights that expressly survive hereunder). Such Assignment Agreement
shall be deemed to amend this Credit Agreement to the extent, and only to the extent,
necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of
Commitment Percentages arising from the purchase by such Purchasing Lender of all or a
portion of the rights and obligations of such transferor Lender under this Credit Agreement
and the Notes. On or prior to the Transfer Effective Date specified in such Assignment
Agreement, the Borrowers, at their own expense, shall execute and deliver to the
Administrative Agent in exchange for the Notes delivered to the Administrative Agent
pursuant to such Assignment Agreement new Notes to the order of such Purchasing Lender in
an amount equal to the Commitment assumed by it pursuant to such Assignment Agreement and,
unless the transferor Lender has not retained a Commitment hereunder, new Notes to the
order of the transferor Lender in an amount equal to the Commitment retained by it
hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the
form of the Notes replaced thereby.




(d) The Administrative Agent shall maintain at its address referred to in Section 9.2
a copy of each Assignment Agreement delivered to it and a register (the “Register”)
for the recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Loans owing to, each Lender from time to time. A Loan (and the
related Note) recorded on the Register may be assigned or sold in whole or in part upon
registration of such assignment or sale on the Register. The entries in the Register shall
be conclusive, in the absence of manifest error, and the Borrowers, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the Register as the
owner of the Loan recorded therein for all purposes of this Credit Agreement. The Register
shall be available for inspection by the Company or any Lender at any reasonable time and
from time to time upon reasonable prior notice. In the event that any Lender sells
participations in a Loan recorded on the Register, such Lender shall maintain a register on
which it enters the name of all participants in such Loans held by it (the “Participant
Register”). A Loan recorded on the Register (and the registered Note, if any,
evidencing the same) may be participated in whole or in part only by registration of such
participation on the Participant Register (and each registered Note shall expressly so
provide). Any participation of such Loan recorded on the Register (and the registered
Note, if any, evidencing the same) may be effected only by the registration of such
participation on the Participant Register.




(e) Upon its receipt of a duly executed Assignment Agreement, together with payment to
the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed
between them, of a registration and processing fee of $3,500 (which registration and
processing fee shall not be payable in connection with an assignment to an Affiliate) for
each Purchasing Lender listed in such Assignment Agreement and the Notes subject to such
Assignment Agreement, the Administrative Agent shall (i) accept such Assignment Agreement,
(ii) record the information contained therein in the Register and (iii) give prompt notice
of such acceptance and recordation to the Lenders and the Company.




(f) The Borrowers authorize each Lender to disclose to any Participant or Purchasing
Lender (each, a “Transferee”) and any prospective Transferee any and all financial
information in such Lender’s possession concerning the Company and its Subsidiaries which
has been delivered to such Lender by or on behalf of the Borrowers pursuant to this Credit
Agreement or which has been delivered to such Lender by or on behalf of the Borrowers in
connection with such Lender’s credit evaluation of the Borrowers and their Affiliates prior
to becoming a party to this Credit Agreement, in each case subject to Section 9.15.




(g) At the time of each assignment pursuant to this Section 9.6 to a Person which is
not already a Lender hereunder and which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective
assignee Lender shall provide to the Company and the Administrative Agent the appropriate
Internal Revenue Service Forms (and, if applicable, a Tax Exempt Certificate) described in
Section 2.18.




(h) Nothing herein shall prohibit any Lender from pledging or assigning any of its
rights under this Credit Agreement (including, without limitation, any right to payment of
principal and interest under any Note) to secure obligations of such Lender, including
without limitation, any pledge or assignment to secure obligations to a Federal Reserve
Bank.



Section 9.7 Adjustments; Set off.




(a) Each Lender agrees that if any Lender (a “benefited Lender”) shall at any
time receive any payment of all or part of its Loans, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set off, pursuant
to a Bankruptcy Event or otherwise) in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other Lender’s Loans,
or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender’s Loan, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter recovered from
such benefited Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest. The Borrowers
agree that each Lender so purchasing a portion of another Lender’s Loans may exercise all
rights of payment (including, without limitation, rights of set off) with respect to such
portion as fully as if such Lender were the direct holder of such portion.




(b) In addition to any rights and remedies of the Lenders provided by law (including,
without limitation, other rights of set-off), each Lender shall have the right, without
prior notice to the Borrowers or the applicable Credit Party, any such notice being
expressly waived by the Credit Parties to the extent permitted by applicable law, upon the
occurrence of any Event of Default, to setoff and appropriate and apply 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 by or owing to
such Lender or any branch or agency thereof to or for the credit or the account of the
Borrowers or any other Credit Party, or any part thereof in such amounts as such Lender may
elect, against and on account of the Loans and other Credit Party Obligations of the
Borrowers and the other Credit Parties to the Administrative Agent and the Lenders and
claims of every nature and description of the Administrative Agent and the Lenders against
the Borrowers and the other Credit Parties, in any currency, whether arising hereunder,
under any other Credit Document or any Secured Hedging Agreement pursuant to the terms of
this Credit Agreement, as such Lender may elect, whether or not the Administrative Agent or
the Lenders have made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The aforesaid right of set-off may be exercised by
such Lender against the Borrowers, any other Credit Party or against any trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or
execution, judgment or attachment creditor of the Borrowers or any other Credit Party, or
against anyone else claiming through or against the Borrowers, any other Credit Party or
any such trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of set-off shall not have been exercised by such Lender prior to the
occurrence of any Event of Default. Each Lender agrees promptly to notify the Company and
the Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. Notwithstanding the terms of this Section to the
contrary, each of the Lenders and the Administrative Agent acknowledge and agree that it
will not set-off any account of the Foreign Borrower to repay Credit Party Obligations of a
US Credit Party.



Section 9.8 Table of Contents and Section Headings.



The table of contents and the Section and subsection headings herein are intended for
convenience only and shall be ignored in construing this Credit Agreement.



Section 9.9 Counterparts.



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



Section 9.10 Effectiveness.



This Credit Agreement shall become effective on the date on which all of the parties have
signed a copy hereof (whether the same or different copies) and shall have delivered the same to
the Administrative Agent pursuant to Section 9.2 or, in the case of the Lenders, shall have
given to the Administrative Agent written, telecopied or telex notice (actually received) at such
office that the same has been signed and mailed to it.



Section 9.11 Severability.



Any provision of this Credit Agreement which 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.



Section 9.12 Integration.



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



Section 9.13 Governing Law.



This Credit Agreement and, unless otherwise specified therein, each other Credit Document and
the rights and obligations of the parties under this Credit Agreement and such other Credit
Document shall be governed by, and construed and interpreted in accordance with, the law of the
State of New York without regard to conflict of laws principles thereof (other than Sections 5-1401
and 5-1402 of The New York General Obligations Law).



Section 9.14 Consent to Jurisdiction and Service of Process.



All judicial proceedings brought against the Borrowers and/or any other Credit Party with
respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in
any state or federal court of competent jurisdiction in the State of New York, and, by execution
and delivery of this Credit Agreement, the Borrowers and each of the other Credit Parties accepts,
for itself and in connection with its properties, generally and unconditionally, the non exclusive
jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment
rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is
available. The Borrowers and each of the other Credit Parties irrevocably agree that all service
of process in any such proceedings in any such court may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at
its address set forth in Section 9.2 or at such other address of which the Administrative Agent
shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers
and the other Credit Parties to be effective and binding service in every respect. The Borrowers,
the other Credit Parties, the Administrative Agent and the Lenders irrevocably waive any objection,
including, without limitation, any objection to the laying of venue or based on the grounds of
forum non conveniens which it may now or hereafter have to the bringing of any such action or
proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of any Lender to bring proceedings against
the Borrowers or the other Credit Parties in the court of any other jurisdiction.



Section 9.15 Confidentiality.



The Administrative Agent and each of the Lenders agrees that it will not disclose without the
prior consent of the Company any information (the “Information”) with respect to the Credit
Parties and their Subsidiaries which is furnished pursuant to this Credit Agreement, any other
Credit Document or any documents contemplated by or referred to herein or therein, except that any
Lender may disclose any such Information (a) to its employees, affiliates, auditors or counsel or
to another Lender, (b) as has become generally available to the public other than by a breach of
this Section 9.15, (c) as may be required or appropriate in any report, statement or testimony
submitted to any municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or the Office of the Comptroller of the Currency or the National Association of
Insurance Commissioners or similar organizations (whether in the United States or elsewhere) or
their successors, (d) as may be required or appropriate in response to any summons or subpoena or
any law, order, regulation or ruling applicable to such Lender, (e) to (i) any prospective
Participant or assignee in connection with any contemplated transfer pursuant to Section 9.6 or
(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrowers, provided that such prospective transferee or counterparty shall
have been made aware of this Section 9.15 and shall have agreed to be bound by its provisions as if
it were a party to this Credit Agreement, (f) to Gold Sheets and other similar bank trade
publications; such information to consist of deal terms and other information regarding the credit
facilities evidenced by this Credit Agreement customarily found in such publications, (g) in
connection with any suit, action or proceeding for the purpose of defending itself, reducing its
liability, or protecting or exercising any of its claims, rights, remedies or interests under or in
connection with the Credit Documents or any Secured Hedging Agreement, (h) to any direct or
indirect contractual counterparty in swap agreements or such contractual counterparty’s
professional advisor (so long as such contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section 9.15), or (i) any
nationally recognized rating agency that requires access to customary information about a Lender’s
investment portfolio in connection with ratings issued with respect to such Lender.



Section 9.16 Acknowledgments.



The Company and the other Credit Parties each hereby acknowledges that:




(a) it has been advised by counsel in the negotiation, execution and delivery of each
Credit Document;




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




(c) no joint venture exists among the Lenders or among the Company or the other Credit
Parties and the Lenders.



Section 9.17 Waivers of Jury Trial; Waiver of Consequential Damages.



THE BORROWERS, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN. Each of the Company, the other Credit Parties, the Administrative
Agent and the Lenders agree not to assert any claim against any other party to this Credit
Agreement or any their respective directors, officers, employees, attorneys, Affiliates or agents,
on any theory of liability, for special, indirect, consequential or punitive damages arising out of
or otherwise relating to any of the transactions contemplated herein.



Section 9.18 Patriot Act Notice.



Each Lender and the Administrative Agent (for itself and not on behalf of any other party)
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 “Patriot Act”), it is required to
obtain, verify and record information that identifies the Borrowers, which information includes the
name and address of the Borrowers and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrowers in accordance with the Patriot Act.



Section 9.19 Release of Collateral.



Each Lender hereby directs the Administrative Agent to release, and the Administrative Agent
agrees to release, any Lien held by it under the Security Documents on the Termination Date;
provided, however, that the Administrative Agent shall not be required to execute any such
document on terms which, in its opinion, would expose it to liability or create any obligation or
entail any consequence other than the release of such Liens without recourse or warranty.



Section 9.20 Judgment Currency.



If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due
hereunder or under any other Credit Document in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of each of the Credit Parties in
respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under
the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than Dollars, be discharged only to the extent that on the Business Day
following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in
the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal
banking procedures purchase Dollars with the Judgment Currency. If the amount of Dollars so
purchased is less than the sum originally due to the Administrative Agent or such Lender in
Dollars, the Company agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing
against such loss. If the amount of Dollars so purchased is greater than the sum originally due to
the Administrative Agent or such Lender in such currency, the Administrative Agent and the Lenders
agree to apply such excess to any Credit Party Obligations then due and payable in accordance with
the terms of Section 2.12.



Section 9.21 Foreign Subsidiary Restructuring.



After the Closing Date, the Company intends to restructure its Foreign Subsidiaries to improve
corporate management efficiency, reduce expenses and minimize tax obligations. The reorganization
will be accomplished by consolidating the ownership of some of the Foreign Subsidiaries (including
possibly some Foreign Credit Parties). Therefore, notwithstanding any provision to the contrary
within this Credit Agreement, the Administrative Agent and the Lenders agree that the Credit
Parties shall be permitted, without seeking an amendment or waiver under this Credit Agreement, to
effect this restructuring by contributing, distributing, selling or otherwise transferring the
Capital Stock of certain existing Foreign Subsidiaries (including Foreign Credit Parties) to one or
more Foreign Subsidiaries; provided that (a) any Foreign Subsidiary that is a Foreign
Credit Party prior to such contribution, distribution, sale, merger or other transfer shall remain
a Foreign Credit Party after giving effect thereto, if still existing, and (b) if a Foreign Credit
Party existing prior to such contribution, distribution, sale, merger or other transfer does not
exist thereafter, the Foreign Subsidiary to which such Foreign Credit Party was contributed,
distributed, sold, merged or otherwise transferred shall join this Agreement as a Foreign Credit
Party. The Administrative Agent and the Lenders further agree that they will, pursuant to Section
8.11, release any existing pledges of Capital Stock of a Foreign Subsidiary that, after the
restructuring, is no longer a first-tier Foreign Subsidiary of the Company; provided,
however, that 65% of the voting Capital Stock of any first-tier Foreign Subsidiaries of the
Company, if any, resulting from such restructuring will be pledged to the Administrative Agent and
the Lenders.



ARTICLE X.




US GUARANTY




Section 10.1 The US Guaranty.



In order to induce the Lenders to enter into this Agreement and any Hedging Agreement Provider
to enter into any Secured Hedging Agreement with the Company or any of its Domestic Subsidiaries
and to extend credit hereunder and thereunder, and in recognition of the direct benefits to be
received by the US Guarantors from the Extensions of Credit hereunder and the extensions of credit
under any Secured Hedging Agreement, each of the US Guarantors hereby agrees with the
Administrative Agent and the Lenders as follows: each US Guarantor hereby unconditionally and
irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full
and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all
Credit Party Obligations of the Company. If any or all of the Credit Party Obligations of the
Company becomes due and payable, each US Guarantor unconditionally promises to pay such Credit
Party Obligations to the Administrative Agent, the Lenders and the Hedging Agreement Providers, or
order, on demand, together with any and all reasonable expenses which may be incurred by the
Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of such
Credit Party Obligations. The US Guaranty set forth in this Article X is a guaranty of timely
payment and not of collection.



Notwithstanding any provision to the contrary contained herein or in any other of the Credit
Documents, to the extent the obligations of a US Guarantor shall be adjudicated to be invalid or
unenforceable for any reason (including, without limitation, because of any applicable state or
federal law relating to fraudulent conveyances or transfers) then the obligations of each such US
Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law
(whether federal or state and including, without limitation, the Bankruptcy Code).



Section 10.2 Bankruptcy.



Additionally, each of the US Guarantors unconditionally and irrevocably guarantees jointly and
severally the payment of any and all Credit Party Obligations of the Company to the Lenders and the
Hedging Agreement Providers whether or not due or payable by the Company upon the occurrence of any
of the events specified in Section 7.1(e), and unconditionally promises to pay such Credit Party
Obligations to the Administrative Agent for the account of the Lenders and to any such Hedging
Agreement Provider, or order, on demand, in lawful money of the United States. Each of the US
Guarantors further agrees that to the extent that the Company or a US Guarantor shall make a
payment or a transfer of an interest in any property to the Administrative Agent, any Lender or any
Hedging Agreement Provider, which payment or transfer or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to
be repaid to the Company or a US Guarantor, the estate of the Company or a US Guarantor, a trustee,
receiver or any other party under any bankruptcy law, state or federal law, common law or equitable
cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended
to be satisfied shall be revived and continued in full force and effect as if said payment had not
been made.



Section 10.3 Nature of Liability.



The liability of each US Guarantor hereunder is exclusive and independent of any security for
or other guaranty of the Credit Party Obligations of the Company whether executed by any such US
Guarantor, any other guarantor or by any other party, and no US Guarantor’s liability hereunder
shall be affected or impaired by (a) any direction as to application of payment by the Company or
by any other party, (b) any other continuing or other guaranty, undertaking or maximum liability of
a guarantor or of any other party as to the Credit Party Obligations of the Company, (c) any
payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution,
termination or increase, decrease or change in personnel by the Company, or (e) any payment made to
the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party
Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay
the Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or
other debtor relief proceeding, and each of the US Guarantors waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding.



Section 10.4 Independent Obligation.



The obligations of each US Guarantor hereunder are independent of the obligations of any other
US Guarantor or the Company, and a separate action or actions may be brought and prosecuted against
each US Guarantor whether or not action is brought against any other US Guarantor or the Company
and whether or not any other US Guarantor or the Company is joined in any such action or actions.



Section 10.5 Authorization.



Each of the US Guarantors authorizes the Administrative Agent, each Lender and each Hedging
Agreement Provider without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder, from time to time to
(a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or
otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with
this Agreement, including any increase or decrease of the rate of interest thereon, (b) take and
hold security from any US Guarantor or any other party for the payment of the US Guaranty or the
Credit Party Obligations and exchange, enforce waive and release any such security, (c) apply such
security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders
in their discretion may determine and (d) release or substitute any one or more endorsers, US
Guarantors, the Company or other obligors.



Section 10.6 Reliance.



It is not necessary for the Administrative Agent, the Lenders or any Hedging Agreement
Provider to inquire into the capacity or powers of the Company or the officers, directors, members,
partners or agents acting or purporting to act on its behalf, and any Credit Party Obligations made
or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.



Section 10.7 Waiver.




(a) Each of the US Guarantors waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Administrative Agent, any Lender or
any Hedging Agreement Provider to (i) proceed against the Company, any other guarantor or
any other party, (ii) proceed against or exhaust any security held from the Company, any
other guarantor or any other party, or (iii) pursue any other remedy in the Administrative
Agent’s, any Lender’s or any Hedging Agreement Provider’s power whatsoever. Each of the US
Guarantors waives any defense based on or arising out of any defense of the Company, any
other guarantor or any other party other than payment in full of the Credit Party
Obligations, including, without limitation, any defense based on or arising out of the
disability of the Company, any other guarantor or any other party, or the unenforceability
of the Credit Party Obligations or any part thereof from any cause, or the cessation from
any cause of the liability of the Company other than payment in full of the Credit Party
Obligations. The Administrative Agent may, at its election, foreclose on any security held
by the Administrative Agent by one or more judicial or nonjudicial sales (to the extent
such sale is permitted by applicable law), or exercise any other right or remedy the
Administrative Agent or any Lender may have against the Company or any other party, or any
security, without affecting or impairing in any way the liability of any US Guarantor
hereunder except to the extent the Credit Party Obligations have been paid in full and the
Commitments have been terminated. Each of the US Guarantors waives any defense arising out
of any such election by the Administrative Agent or any of the Lenders, even though such
election operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of the US Guarantors against the Company or any other party or any
security.




(b) Each of the US Guarantors waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance, notice of
protest, notices of dishonor, notices of acceptance of the US Guaranty, and notices of the
existence, creation or incurring of new or additional Credit Party Obligations. Each US
Guarantor assumes all responsibility for being and keeping itself informed of the Company’s
financial condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks
which such US Guarantor assumes and incurs hereunder, and agrees that neither the
Administrative Agent nor any Lender shall have any duty to advise such US Guarantor of
information known to it regarding such circumstances or risks.




(c) Each of the US Guarantors hereby agrees it will not exercise any rights of
subrogation which it may at any time otherwise have as a result of the US Guaranty (whether
contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of
the Lenders or any Hedging Agreement Provider against the Company or any other guarantor of
the Credit Party Obligations of the Company owing to the Lenders or any such Hedging
Agreement Provider (collectively, the “Other Parties”) and all contractual,
statutory or common law rights of reimbursement, contribution or indemnity from any Other
Party which it may at any time otherwise have as a result of the US Guaranty until such
time as the Loans hereunder shall have been paid and the Commitments have been terminated.
Each of the US Guarantors hereby further agrees not to exercise any right to enforce any
other remedy which the Administrative Agent, the Lenders or any Hedging Agreement Provider
now has or may hereafter have against any Other Party, any endorser or any other guarantor
of all or any part of the Credit Party Obligations of the Company and any benefit of, and
any right to participate in, any security or collateral given to or for the benefit of the
Lenders and/or any such Hedging Agreement Provider to secure payment of the Credit Party
Obligations of the Company until such time as the Loans hereunder shall have been paid and
the Commitments have been terminated.



Section 10.8 Limitation on Enforcement.



The Lenders and the Hedging Agreement Providers agree that this US Guaranty may be enforced
only by the action of the Administrative Agent acting upon the instructions of the Required Lenders
and that no Lender or Hedging Agreement Provider shall have any right individually to seek to
enforce or to enforce the US Guaranty, it being understood and agreed that such rights and remedies
may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this
Agreement and for the benefit of any Hedging Agreement Provider under any Secured Hedging
Agreement. The Lenders and the Hedging Agreement Providers further agree that this US Guaranty may
not be enforced against any director, officer, employee or stockholder of the US Guarantors.



Section 10.9 Confirmation of Payment.



The Administrative Agent and the Lenders will, upon request after payment in cash in full of
the Credit Party Obligations and obligations which are the subject of the US Guaranty and
termination of the Commitments relating thereto (excluding any continuing obligations under any
Secured Hedging Agreements, pooling agreements or cash management agreements), confirm to the
Company, the US Guarantors or any other Person that such Credit Party Obligations and obligations
have been paid and the Commitments relating thereto terminated, subject to the provisions of
Section 10.2.



ARTICLE XI.




FOREIGN GUARANTY; JOINT AND SEVERAL LIABILITY OF FOREIGN BORROWERS




Section 11.1 The Foreign Guaranty.



In order to induce the Lenders to enter into this Agreement and to extend credit hereunder,
and in recognition of the direct benefits to be received by the Foreign Guarantors from the
Extensions of Credit to the Foreign Borrower hereunder, each of the Foreign Guarantors hereby
agrees with the Administrative Agent and the Lenders as follows: each Foreign Guarantor hereby
unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely
as surety the full and prompt payment when due, whether upon maturity, by acceleration or
otherwise, of any and all Credit Party Obligations of the Foreign Borrower. If any or all of the
Credit Party Obligations of the Foreign Borrower becomes due and payable, each Foreign Guarantor
unconditionally promises to pay such indebtedness to the Administrative Agent and the Lenders, or
order, on demand, together with any and all reasonable expenses which may be incurred by the
Administrative Agent or the Lenders in collecting any of such Credit Party Obligations. The
Foreign Guaranty set forth in this Article XI is a guaranty of timely payment and not of
collection.



Section 11.2 Bankruptcy.



Additionally, each of the Foreign Guarantors unconditionally and irrevocably guarantees
jointly and severally the payment of any and all Credit Party Obligations of the Foreign Borrower
to the Lenders whether or not due or payable by the Foreign Borrower upon the occurrence of any of
the events specified in Section 7.1(e), and unconditionally promises to pay such Credit Party
Obligations to the Administrative Agent for the account of the Lenders, or order, on demand, in
lawful money of the United States. Each of the Foreign Guarantors further agrees that to the
extent that the Foreign Borrower or a Foreign Guarantor shall make a payment or a transfer of an
interest in any property to the Administrative Agent or any Lender, which payment or transfer or
any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or
otherwise is avoided, and/or required to be repaid to the Foreign Borrower or a Foreign Guarantor,
the estate of the Foreign Borrower or a Foreign Guarantor, a trustee, receiver or any other party
under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent
of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be
revived and continued in full force and effect as if said payment had not been made.



Section 11.3 Nature of Liability.



The liability of each Foreign Guarantor hereunder is exclusive and independent of any security
for or other guaranty of the Credit Party Obligations of the Foreign Borrower whether executed by
any such Foreign Guarantor, any other guarantor or by any other party, and no Foreign Guarantor’s
liability hereunder shall be affected or impaired by (a) any direction as to application of payment
by the Foreign Borrower or by any other party, (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the Credit Party
Obligations of the Foreign Borrower, (c) any payment on or in reduction of any such other guaranty
or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by
the Foreign Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the
Credit Party Obligations of the Foreign Borrower which the Administrative Agent or such Lenders
repay the Foreign Borrower pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each of the Foreign Guarantors waives any right
to the deferral or modification of its obligations hereunder by reason of any such proceeding.



Section 11.4 Independent Obligation.



The obligations of each Foreign Guarantor hereunder are independent of the obligations of any
other Foreign Guarantor or the Foreign Borrower, and a separate action or actions may be brought
and prosecuted against each Foreign Guarantor whether or not action is brought against any other
Foreign Guarantor or the Foreign Borrower and whether or not any other Foreign Guarantor or the
Foreign Borrower are joined in any such action or actions.



Section 11.5 Authorization.



Each of the Foreign Guarantors authorizes the Administrative Agent and each Lender without
notice or demand (except as shall be required by applicable statute and cannot be waived), and
without affecting or impairing its liability hereunder, from time to time to (a) renew, compromise,
extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the
terms of the Credit Party Obligations or any part thereof in accordance with this Agreement,
including any increase or decrease of the rate of interest thereon, (b) take and hold security from
any Foreign Guarantor or any other party for the payment of the Foreign Guaranty or the Credit
Party Obligations of the Foreign Borrower and exchange, enforce waive and release any such
security, (c) apply such security and direct the order or manner of sale thereof as the
Administrative Agent and the Lenders in their discretion may determine and (d) release or
substitute any one or more endorsers, Foreign Guarantors, Foreign Borrower or other obligors.



Section 11.6 Reliance.



It is not necessary for the Administrative Agent or the Lenders to inquire into the capacity
or powers of the Foreign Borrower or the officers, directors, members, partners or agents acting or
purporting to act on its behalf, and any Credit Party Obligations of the Foreign Borrower made or
created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.



Section 11.7 Waiver.




(a) Each of the Foreign Guarantors waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Administrative Agent or any Lender
to (i) proceed against the Foreign Borrower, any other guarantor or any other party, (ii)
proceed against or exhaust any security held from the Foreign Borrower, any other guarantor
or any other party, or (iii) pursue any other remedy in the Administrative Agent’s or any
Lender’s power whatsoever. Each of the Foreign Guarantors waives any defense based on or
arising out of any defense of the Foreign Borrower, any other guarantor or any other party
other than payment in full of the Credit Party Obligations of the Foreign Borrower and
termination of all Commitments with respect thereto, including, without limitation, any
defense based on or arising out of the disability of the Foreign Borrower, any other
guarantor or any other party, or the unenforceability of the Credit Party Obligations or
any part thereof from any cause, or the cessation from any cause of the liability of the
Foreign Borrower other than payment in full of the Credit Party Obligations and termination
of all Commitments with respect thereto. The Administrative Agent may, at its election,
foreclose on any security held by the Administrative Agent by one or more judicial or
nonjudicial sales (to the extent such sale is permitted by applicable law), or exercise any
other right or remedy the Administrative Agent or any Lender may have against the Foreign
Borrower or any other party, or any security, without affecting or impairing in any way the
liability of any Foreign Guarantor hereunder except to the extent the Credit Party
Obligations of the Foreign Borrower have been paid in full and the Commitments with respect
thereto have been terminated. Each of the Foreign Guarantors waives any defense arising
out of any such election by the Administrative Agent or any of the Lenders, even though
such election operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of the Foreign Guarantors against the Foreign Borrower or any other
party or any security.




(b) Each of the Foreign Guarantors waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance, notice of
protest, notices of dishonor, notices of acceptance of the Foreign Guaranty, and notices of
the existence, creation or incurring of new or additional Credit Party Obligations. Each
Foreign Guarantor assumes all responsibility for being and keeping itself informed of the
Foreign Borrower’s financial condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Credit Party Obligations of the Foreign Borrower and the
nature, scope and extent of the risks which such Foreign Guarantor assumes and incurs
hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any
duty to advise such Foreign Guarantor of information known to it regarding such
circumstances or risks.




(c) Each of the Foreign Guarantors hereby agrees it will not exercise any rights of
subrogation which it may at any time otherwise have as a result of the Foreign Guaranty
(whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the
claims of the Lenders against the Foreign Borrower or any other guarantor of the Credit
Party Obligations of the Foreign Borrower owing to the Lenders (collectively, the
“Other Parties”) and all contractual, statutory or common law rights of
reimbursement, contribution or indemnity from any Other Party which it may at any time
otherwise have as a result of the Foreign Guaranty until such time as the Loans hereunder
shall have been paid and the Commitments have been terminated. Each of the Foreign
Guarantors hereby further agrees not to exercise any right to enforce any other remedy
which the Administrative Agent or the Lenders now have or may hereafter have against any
Other Party, any endorser or any other guarantor of all or any part of the Credit Party
Obligations of the Foreign Borrower and any benefit of, and any right to participate in,
any security or collateral given to or for the benefit of the Lenders to secure payment of
the Credit Party Obligations of the Foreign Borrower until such time as the Loans hereunder
shall have been paid and the Commitments have been terminated.



Section 11.8 Limitation on Enforcement.



The Lenders agree that this Foreign Guaranty may be enforced only by the action of the
Administrative Agent acting upon the instructions of the Required Lenders and that no Lender shall
have any right individually to seek to enforce or to enforce the Foreign Guaranty, it being
understood and agreed that such rights and remedies may be exercised by the Administrative Agent
for the benefit of the Lenders under the terms of this Agreement. The Lenders further agree that
this Foreign Guaranty may not be enforced against any director, officer, employee or stockholder of
the Foreign Guarantors.



Section 11.9 Confirmation of Payment.



The Administrative Agent and the Lenders will, upon request after payment in cash in full of
the Credit Party Obligations of the Borrowers and obligations which are the subject of the Foreign
Guaranty and termination of the Commitments relating thereto (excluding any continuing obligations
under any Secured Hedging Agreements, pooling agreements or cash management agreements), confirm to
the Foreign Borrower, the Foreign Guarantors or any other Person that such Credit Party Obligations
of the Foreign Borrower and obligations have been paid and the Commitments relating thereto
terminated, subject to the provisions of Section 11.2.



[Signature Pages Follow]




4



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



	 	 	 	 	 
	COMPANY:	 	LIONBRIDGE TECHNOLOGIES, INC.,

	 
	 	 	 	 
	 

	 	

	 	

	
 
	 	a Delaware corporation
	 	

	 
	 	 	 	 
	 	 	By: /s/ Stephen J. Lifshatz

	 	 	 

	
 
	 	Name:

Title:
	 	Stephen J. Lifshatz

Senior Vice President











5









	 	 	 	 	 
	US GUARANTORS:

	 	 	 	VERITEST, INC.,
	 

	 	

	 	

	
 
	 	a Delaware corporation
	 	

	 
	 	 	 	 
	 	 	By: /s/ Stephen J. Lifshatz

	 	 	 

	
 
	 	Name:

Title:
	 	Stephen J. Lifshatz

Vice President







	 	 	LIONBRIDGE US, INC.,






a Delaware corporation



	 	 	 
	By: /s/ Stephen J. Lifshatz

	 

	Name:

Title:

	 	Stephen J. Lifshatz

Vice President







	 	 	LIONBRIDGE GLOBAL SOLUTIONS II, INC.,






a New York corporation



	 	 	 
	By: /s/ Stephen J. Lifshatz

	 

	Name:

Title:

	 	Stephen J. Lifshatz

Vice President







	 	 	LIONBRIDGE GLOBAL SOLUTIONS FEDERAL, INC.,






a Delaware corporation



	 	 	 
	By: /s/ Margaret A Shukur

	 

	Name:

Title:

	 	Margaret A Shukur

Secretary






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	ADMINISTRATIVE AGENT

	 	

	 

	 	

	AND LENDER:

	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	 

	 	

	
 
	 	as Administrative Agent and as a Lender
	 
	 	 
	
 
	 	By: /s/ Kenneth V. McGraime
	
 
	 	 
	
 
	 	Name: Kenneth V. McGraime

Title: Senior Vice President, Commercial Executive
	 
	 	 






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	LENDER:

	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 

	 	

	
 
	 	as a Co-Syndication Agent and as a Lender
	 
	 	 
	
 
	 	By: /s/ Patricia S. Gaudreau
	
 
	 	 
	
 
	 	Name: Patricia S. Gaudreau

Title: Senior Vice President
	 
	 	 






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	LENDER:

	 	JPMORGAN CHASE BANK, N.A.,
	 

	 	

	
 
	 	as a Co-Syndication Agent and as a Lender
	 
	 	 
	
 
	 	By: /s/ Anthony Galea
	
 
	 	 
	
 
	 	Name: Anthony Galea

Title: Associate
	 
	 	 
	
 
	 	J.P. MORGAN EUROPE LIMITED,







	 	 	as a Lender and as a Designated Funding Subsidiary of
JPMorgan Chase Bank, N.A.





	 	 	 
	By: /s/ Mark John Herridge

	 

	Name:

Title:

	 	Mark John Herridge

Assistant Vice President






9




10




	 	 	 
	 	 	

                               By:   /s/ Paul Hogan               }

                                     Name:Paul Hogan
                                     Title:Assistant Vice President

11


            LENDER:            SOVEREIGN BANK, N.A.,

                               as a Lender                        }
                               By:      /s/ Greg Batsevitsky      }

                               Name:  Greg Batsevitsky
                               Title:  Vice President


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            LENDER:            ALLIED IRISH BANK,

                               as a Lender                        }
                               By:     /s/ Peter McDonnell        }

                               Name:  Peter McDonnell
                               Title:  Manager
By:
	 	 	/s/ Paul Hogan
	 	 	 	 	 	Name:Paul Hogan
	 	 	 	 	 	Title:Assistant Vice President
	LENDER:	SOVEREIGN BANK, N.A.,
	 	 	as a Lender
	 	 	By:	 	 	/s/ Greg Batsevitsky
	 	 	Name: Greg Batsevitsky
	 	 	Title: Vice President
	LENDER:	ALLIED IRISH BANK,
	 	 	as a Lender
	 	 	By:	 	 	/s/ Peter McDonnell
	 	 	Name: Peter McDonnell
	 	 	Title: Manager






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