Exhibit 4.1


 


Published CUSIP Number 432854AE7


 


EXECUTION


 


US$3,250,000,000 Revolver


€675,000,000 Term A Loan


£675,000,000 Term A Loan


AUS$140,000,000 Term A Loan


US$500,000,000 Term B Loan


 


CREDIT AGREEMENT


 


dated as of February 22, 2006


 


among


 


HILTON HOTELS CORPORATION and HILTON PCB SARL


as joint and several Borrowers,


 


the Lenders referred to herein,


 


BANK OF AMERICA, N.A.,


as Administrative Agent, Swing Line Lender and Issuing Lender


 


UBS SECURITIES LLC,


as Syndication Agent,


 


THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF NEW YORK, and 


CALYON NEW YORK BRANCH, as Co-Documentation Agents,


 


BNP PARIBAS, MORGAN STANLEY BANK, and WACHOVIA BANK, NATIONAL

ASSOCIATION, as Joint Book Managers and Co-Documentation Agents


 


CITICORP NORTH AMERICA, INC., WELLS FARGO BANK, N.A., THE BANK OF NOVA

SCOTIA, MIZUHO CORPORATE BANK, LTD., COMMERZBANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES, and


LASALLE BANK NATIONAL ASSOCIATION,


as Co-Managing Agents,


 


BANC OF AMERICA SECURITIES LLC and UBS SECURITIES LLC,


as Joint Lead Arrangers and Joint Book Managers


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Definitions

  	
  1

  
	
  1.02

  	
   

  	
  Accounting Terms and
  Determinations

  	
  28

  
	
  1.03

  	
   

  	
  Other Interpretive
  Provisions

  	
  29

  
	
  1.04

  	
   

  	
  Types of Borrowings

  	
  29

  
	
  1.05

  	
   

  	
  Exchange Rates; Currency
  Equivalents.

  	
  29

  
	
  1.06

  	
   

  	
  Additional Alternative
  Currencies.

  	
  30

  
	
  1.07

  	
   

  	
  Change of Currency.

  	
  31

  
	
  1.08

  	
   

  	
  Letter of Credit Amounts

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 THE CREDITS

  	
  33

  
	
   

  	
   

  
	
  2.01

  	
   

  	
  Revolving Loans.

  	
  33

  
	
  2.02

  	
   

  	
  Term A Loans

  	
  36

  
	
  2.03

  	
   

  	
  Term B Loans

  	
  36

  
	
  2.04

  	
   

  	
  Notice of Borrowings

  	
  36

  
	
  2.05

  	
   

  	
  Swing Line Loans.

  	
  37

  
	
  2.06

  	
   

  	
  Conversion and
  Continuation of Loans

  	
  39

  
	
  2.07

  	
   

  	
  Notice to Lenders; Funding
  of Loans.

  	
  40

  
	
  2.08

  	
   

  	
  Notes.

  	
  41

  
	
  2.09

  	
   

  	
  Interest Rates.

  	
  41

  
	
  2.10

  	
   

  	
  Administrative Agency Fees

  	
  42

  
	
  2.11

  	
   

  	
  Upfront Fees

  	
  42

  
	
  2.12

  	
   

  	
  Facility Fees

  	
  42

  
	
  2.13

  	
   

  	
  Letter of Credit Fees

  	
  43

  
	
  2.14

  	
   

  	
  Optional Termination or
  Reduction of Revolving Commitments by the Borrowers

  	
  43

  
	
  2.15

  	
   

  	
  Optional Termination of
  Commitments by the Lenders

  	
  43

  
	
  2.16

  	
   

  	
  Scheduled Termination of
  Revolving Commitments; Repayment of Loans; Amortization of Term B Loan.

  	
  44

  
	
  2.17

  	
   

  	
  Prepayments.

  	
  44

  
	
  2.18

  	
   

  	
  General Provisions as to
  Payments.

  	
  46

  
	
  2.19

  	
   

  	
  Funding Losses

  	
  47

  
	
  2.20

  	
   

  	
  Computation of Interest
  and Fees

  	
  47

  
	
  2.21

  	
   

  	
  Taxes.

  	
  47

  
	
  2.22

  	
   

  	
  Letters of Credit.

  	
  50

  
	
  2.23

  	
   

  	
  Reserves on Eurocurrency
  Loans

  	
  55

  
	
  2.24

  	
   

  	
  Increased Commitments;
  Additional Lenders.

  	
  56

  
	
  2.25

  	
   

  	
  Joint and Several
  Liability of Borrowers.

  	
  56

  
					



 


i

















 


	
  ARTICLE 3 CONDITIONS

  	
  58

  
	
   

  	
   

  
	
  3.01

  	
   

  	
  Borrowings and Issuances
  of Letters of Credit

  	
  58

  
	
  3.02

  	
   

  	
  Effective Date

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 REPRESENTATIONS
  AND WARRANTIES

  	
  62

  
	
   

  	
   

  
	
  4.01

  	
   

  	
  Existence, Qualification
  and Power; Compliance with Laws

  	
  62

  
	
  4.02

  	
   

  	
  Authorization; No
  Contravention

  	
  62

  
	
  4.03

  	
   

  	
  Governmental
  Authorization; Other Consents

  	
  62

  
	
  4.04

  	
   

  	
  Binding Effect

  	
  62

  
	
  4.05

  	
   

  	
  Financial Information.

  	
  63

  
	
  4.06

  	
   

  	
  Litigation

  	
  63

  
	
  4.07

  	
   

  	
  Compliance with ERISA

  	
  63

  
	
  4.08

  	
   

  	
  Taxes

  	
  63

  
	
  4.09

  	
   

  	
  Significant Subsidiaries

  	
  64

  
	
  4.10

  	
   

  	
  Not an Investment Company

  	
  64

  
	
  4.11

  	
   

  	
  Environmental Matters

  	
  64

  
	
  4.12

  	
   

  	
  Full Disclosure

  	
  64

  
	
  4.13

  	
   

  	
  The Acquisition

  	
  64

  
	
  4.14

  	
   

  	
  Representations as to
  Foreign Obligors

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 COVENANTS

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Information

  	
  66

  
	
  5.02

  	
   

  	
  Maintenance of Property;
  Insurance.

  	
  68

  
	
  5.03

  	
   

  	
  Conduct of Business and
  Maintenance of Existence

  	
  68

  
	
  5.04

  	
   

  	
  Compliance with Laws

  	
  69

  
	
  5.05

  	
   

  	
  Inspection of Property,
  Books and Records

  	
  69

  
	
  5.06

  	
   

  	
  Debt of Non-Guarantor
  Subsidiaries

  	
  69

  
	
  5.07

  	
   

  	
  Negative Pledge

  	
  70

  
	
  5.08

  	
   

  	
  Consolidations, Mergers
  and Sales of Assets; Corporate Structure.

  	
  71

  
	
  5.09

  	
   

  	
  Sale-Leaseback
  Transactions

  	
  71

  
	
  5.10

  	
   

  	
  Fixed and Contingent
  Leases

  	
  71

  
	
  5.11

  	
   

  	
  Use of Proceeds

  	
  71

  
	
  5.12

  	
   

  	
  Leverage Ratio

  	
  72

  
	
  5.13

  	
   

  	
  Interest Coverage Ratio

  	
  72

  
	
  5.14

  	
   

  	
  Additional Guarantors and
  Pledged Stock

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 EVENTS OF
  DEFAULT

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Events of Default

  	
  73

  
	
  6.02

  	
   

  	
  Notice of Default

  	
  75

  
	
  6.03

  	
   

  	
  Cash Cover

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 ADMINISTRATIVE
  AGENT

  	
  76

  
	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Appointment and Authority

  	
  76

  
					



 


ii

















 


	
  7.02

  	
   

  	
  Rights as a Lender

  	
  76

  
	
  7.03

  	
   

  	
  Exculpatory Provisions

  	
  76

  
	
  7.04

  	
   

  	
  Reliance by Administrative
  Agent

  	
  77

  
	
  7.05

  	
   

  	
  Delegation of Duties

  	
  77

  
	
  7.06

  	
   

  	
  Resignation of
  Administrative Agent

  	
  78

  
	
  7.07

  	
   

  	
  Non-Reliance on
  Administrative Agent and Other Lenders

  	
  79

  
	
  7.08

  	
   

  	
  No Other Duties, Etc.

  	
  79

  
	
  7.09

  	
   

  	
  Collateral and Guaranty
  Matters

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 CHANGE IN
  CIRCUMSTANCES

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Basis for Determining
  Interest Rate Inadequate or Unfair

  	
  80

  
	
  8.02

  	
   

  	
  Illegality

  	
  80

  
	
  8.03

  	
   

  	
  Increased Cost and Reduced
  Return.

  	
  81

  
	
  8.04

  	
   

  	
  Base Rate Loans
  Substituted for Affected Eurocurrency Loans

  	
  83

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 MISCELLANEOUS

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Notices; Effectiveness;
  Electronic Communication.

  	
  84

  
	
  9.02

  	
   

  	
  No Waivers

  	
  86

  
	
  9.03

  	
   

  	
  Expenses; Documentary
  Taxes; Indemnification.

  	
  87

  
	
  9.04

  	
   

  	
  Amendments and Waivers

  	
  88

  
	
  9.05

  	
   

  	
  Successors and Assigns.

  	
  89

  
	
  9.06

  	
   

  	
  Governing Law;
  Jurisdiction; Etc.

  	
  95

  
	
  9.07

  	
   

  	
  Counterparts; Integration

  	
  96

  
	
  9.08

  	
   

  	
  Several Obligations

  	
  96

  
	
  9.09

  	
   

  	
  Set-Offs; Sharing of
  Set-Offs.

  	
  96

  
	
  9.10

  	
   

  	
  WAIVER OF JURY TRIAL

  	
  97

  
	
  9.11

  	
   

  	
  Treatment of Certain
  Information; Confidentiality

  	
  97

  
	
  9.12

  	
   

  	
  Replacement of Lenders

  	
  98

  
	
  9.13

  	
   

  	
  USA PATRIOT Act Notice

  	
  99

  
	
  9.14

  	
   

  	
  Office of Foreign Asset
  Control and Bank Secrecy Act

  	
  99

  
	
  9.15

  	
   

  	
  Release of Guaranties and
  Stock Pledge Agreements

  	
  99

  



 


iii

















 


Schedules:


 


1              Lender Commitments


2              Designated Property


3              Existing Letters of Credit


4              Guaranteed Leases


5              Mandatory Cost Formulae


6              Public Debt


7              Closing Representations


8              Guarantors as of the Effective Date


9              Hilton Group Acquired Debt


10            Sale-Leasebacks


11            Contact Information


12            Assignment Fees


 


Exhibits:


 


	
  Exhibit A:

  	
  Form of Assignment and Assumption

  
	
  Exhibit B:

  	
  Form of Compliance
  Certificate

  
	
  Exhibit C:

  	
  Form of Domestic Guaranty

  
	
  Exhibit D:

  	
  Form of Foreign Guaranty

  
	
  Exhibit E:

  	
  Form of Pricing
  Certificate

  
	
  Exhibit F:

  	
  Form of Revolving Note

  
	
  Exhibit G:

  	
  Form of Stock Pledge
  Agreement

  
	
  Exhibit H:

  	
  Form of Term A Loan Note

  
	
  Exhibit I:

  	
  Form of Term B Loan Note

  
	
  Exhibit J:

  	
  Form of Notice of
  Borrowing, Conversion or Continuation

  
	
  Exhibit K:

  	
  Opinion of Gibson, Dunn
  & Crutcher, LLP (New York Law Issues)

  
	
  Exhibit L:

  	
  Opinion of Gibson, Dunn
  & Crutcher, LLP (UK Law Issues)

  
	
  Exhibit M:

  	
  Opinion (Lux Law Issues)

  



 


iv

















 


CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT dated
as of February 22, 2006, is entered into among HILTON HOTELS CORPORATION, a
Delaware corporation (the “Company”), HILTON PCB SARL, a limited liability
entity formed under the laws of Luxembourg (the “Co-Borrower”; and together
with the Company, jointly and severally, the “Borrowers”, and each of them
individually, a “Borrower”), the Lenders who are parties hereto from time to
time, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and
Issuing Lender, UBS SECURITIES LLC, as Syndication Agent, THE ROYAL BANK OF
SCOTLAND PLC, THE BANK OF NEW YORK, BNP PARIBAS, CALYON NEW YORK BRANCH, MORGAN
STANLEY BANK, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation
Agents, and CITICORP NORTH AMERICA, INC., WELLS FARGO BANK, N.A., THE BANK OF
NOVA SCOTIA, MIZUHO CORPORATE BANK, LTD., COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES and LASALLE BANK NATIONAL ASSOCIATION, as Co-Managing Agents.
The parties hereby agree with reference to the following facts:


 


A.            The Company and the other parties referred to
therein have entered into the Sale and Purchase Agreement, pursuant to which
the Company shall acquire the Shares and the Associated Contracts.


 


B.            The Company has requested that the Lenders
provide the credit facilities described herein for the purpose of financing the
Acquisition, and for the other purposes described in Section 5.11.


 


In consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows:


 


ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acquired
HG Subsidiaries” means those Persons which become Subsidiaries of the Company
by reason of the consummation of the Acquisition.


 


“Acquisition”
means the purchase, pursuant to the Sale and Purchase Agreement, (a) by
Co-Borrower of 55% of the issued and outstanding capital stock of Luxco from
LGI and LG, (b) by Co-Borrower of the 14.58% of the issued and outstanding
capital stock of LHUSA not owned by Luxco from LGI, (c) by UK Acquisition
of the remaining 45% of the issued and outstanding capital stock of Luxco from
LGI and LG, and (d) by Town & Country Factors Limited of certain other
assets (the “Associated Contracts” as defined in the Sale and Purchase
Agreement) from LGI and LG.


 


“Additional
Lender” has the meaning set forth in Section 2.24(a).


 


1

















 


“Administrative
Agent” means Bank of America in its capacity as administrative agent under any
of the Loan Documents, or any successor administrative agent.


 


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


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.


 


“Agent-Related
Persons” means the Administrative Agent, together with its Affiliates
(including, in the case of Bank of America in its capacity as the
Administrative Agent, BAS), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.


 


“Aggregate
Revolving Commitments” means the commitments of the Revolving Lenders to make
Revolving Loans and to participate in Letters of Credit and Swing Line Loans,
in each case as such commitments may be reduced from time to time pursuant to
Section 2.14, 2.15,  2.16, or 2.17
or increased from time to time pursuant to Section 2.24. The Aggregate
Revolving Commitments under this Agreement as of the Effective Date is
US$3,250,000,000.


 


“Aggregate
Term A Loan Commitments” means the commitments of the Term A Loan Lenders to
make Term A Loans to the Borrowers on the Effective Date in the aggregate
principal amounts of 675,000,000 Euro, 675,000,000 Sterling and 140,000,000
Australian Dollars. The Aggregate Term A Loan Commitments are subject to being
increased from time to time (in such currencies or in Dollars or in an
Alternative Currency) pursuant to Section 2.24.


 


“Aggregate
Term B Loan Commitments” means the commitments of the Term B Loan Lenders to
make Term B Loans to the Borrowers on the Effective Date in the aggregate
principal amount of $500,000,000. The Aggregate Term B Loan Commitments are
subject to being increased from time to time pursuant to Section 2.24.


 


“Agreement”
means this Credit Agreement, either as originally executed or as it may from
time to time be supplemented, modified, amended, restated or extended.


 


“Alternative
Currency” means (a) in the case of the Revolving Loans, Sterling, Euros
and each other currency (including Swedish Kronor) which is approved in advance
in accordance with Section 1.06, and (b) in the case of the Term A
Loans, Sterling, Euros and Australian Dollars in each case in the aggregate
principal amount of the related Term A Loan Commitments expressed set forth on
Schedule 1.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated
in Dollars, the equivalent amount thereof in the applicable Alternative
Currency as determined by the Administrative Agent or the Issuing Lender, as
the case


 


2

















 


may
be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of such Alternative Currency
with Dollars.


 


“Alternative
Currency Reserve” means, at any time, the Dollar Equivalent amount equal to
(a) 2% of the aggregate Outstanding Amount of Revolving Loans and Letters
of Credit denominated in BPS and Euros, and (b) 5% of the aggregate
Outstanding Amount of Revolving Loans and Letters of Credit denominated in all
other Alternative Currencies at such time.


 


“Alternative
Currency Sublimit” means an amount equal to the Aggregate Revolving Commitments
minus US$1,000,000,000. The Alternative Currency Sublimit is part of, and not
in addition to, the Aggregate Revolving Commitments.


 


“Applicable
Debt Rating” means, as of any date of determination, the rating assigned by the
Rating Agencies to the senior long-term debt securities of the Company without
third-party credit enhancement (and any rating assigned to any other debt
security of the Company shall be disregarded), provided that (a) if such
securities receive a split-rating and the rating differential is one level, the
higher of the two ratings will apply and (b) if such securities receive a
double split-rating and the ratings differential is more than one level, the
average of the two ratings (or the higher of any two intermediate ratings)
shall be used.


 


“Applicable
Facility Fee Rate” means the rate per annum (expressed in basis points) set
forth in the Revolver Pricing Matrix opposite the Applicable Debt Rating in the
column headed “Facility Fee,” provided that from the Effective Date
through the end of the first Pricing Period that ends three or more calendar
months after the Effective Date, the Applicable Facility Fee Rate shall be the
rate opposite Level V in the Revolver Pricing Matrix.


 


“Applicable
Foreign Obligor Documents” has the meaning set forth in Section 4.14.


 


“Applicable
Lending Office” means, with respect to any Lender, (i) in the case of its
Base Rate Loans, its Domestic Lending Office and (ii) in the case of its
Eurocurrency Loans, its Eurocurrency Lending Office.


 


“Applicable
Leverage Ratio” means, for each Pricing Period, the Leverage Ratio in effect as
of the last day of the last fiscal quarter ended at least two calendar months
prior to the first day of that Pricing Period.


 


“Applicable
Pricing Matrix” means, (a) for each Revolving Loan and Letter of Credit,
the Revolver Pricing Matrix, (b) for each Term A Loan, the Term A Loan
Pricing Matrix, and (c) for each Term B Loan, the Term B Loan Pricing
Matrix.


 


“Applicable
Time” means, with respect to any borrowings and payments in any Alternative
Currency, the local time in the place of settlement for such Alternative
Currency as may be determined by the Administrative Agent or the Issuing
Lender, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.


 


3

















 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another
or two or more Approved Funds managed by the same investment advisor.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and
an Eligible Assignee (with the consent of any party whose consent is required
by Section 9.05), and accepted by the Administrative Agent, in
substantially the form of Exhibit A or any other form approved by the
Administrative Agent.


 


“Attorney
Costs” means and includes all reasonable fees, expenses and disbursements of
any law firm engaged to represent, or other external counsel to, the
Administrative Agent (or, if the context clearly so requires, any Lender or any
Indemnitee) in connection herewith or the transactions contemplated hereby.


 


“Australian
Dollars” means the lawful currency of Australia.


 


“Authorized
Officer” means any of the controller, the treasurer or the chief financial officer
of the Company.


 


“Bank
of America” means Bank of America, N.A. and its successors.


 


“BAS”
means Banc of America Securities LLC and its successors.


 


“Base
Rate” means for any day a fluctuating rate per annum equal to the higher of
(a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its “prime rate.”  The
“prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate. Any change
in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.


 


“Base
Rate Borrowing” means a borrowing comprised of Base Rate Loans.


 


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


 


“Base
Rate Margin” means, on any date and as to each Base Rate Loan, the rate per
annum (expressed in basis points) set forth in the Applicable Pricing Matrix
opposite the Applicable Debt Rating as of that date in the column headed “Base
Rate Margin”, provided that from the Effective Date through the first Pricing
Period that ends three or more calendar months after the Effective Date, the
Base Rate Margin for Revolving


 


4

















 


Loans
and Term A Loans shall be the rates opposite Level V in the Applicable Pricing
Matrix.


 


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


 


“Borrower”
and “Borrowers” have the meanings set forth in the introductory paragraph
hereto.


 


“Borrower
Materials” has the meaning given in Section 9.01(g).


 


“Borrowing”
means a Base Rate Borrowing, a Eurocurrency Borrowing, a Revolving Borrowing or
a Term Borrowing as the context requires.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent’s office with respect to
Obligations denominated in Dollars is located and:


 


(a)           if such day relates to any interest rate setting as to a Eurocurrency
Loan denominated in Dollars, any funding, disbursement, settlement or payment
in Dollars in respect of any such Eurocurrency Loan, or any other dealings in
Dollars to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Loan, any such day on which dealings in deposits in Dollars are
conducted by and between banks in the London interbank eurodollar market;


 


(b)           if such day relates to any interest rate setting as to a Eurocurrency
Loan denominated in Euro, any funding, disbursement, settlement or payment in
Euro in respect of any such Eurocurrency Loan, or any other dealings in Euro to
be carried out pursuant to this Agreement in respect of any such Eurocurrency
Loan, a TARGET Day;


 


(c)           if such day relates to any interest rate setting as to a Eurocurrency
Loan denominated in a currency other than Dollars or Euro, any such day on
which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for
such currency; and


 


(d)           if such day relates to any funding, disbursement, settlement or payment
in a currency other than Dollars or Euro in respect of a Eurocurrency Loan
denominated in a currency other than Dollars or Euro, or any other dealings in
any currency other than Dollars or Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Loan (other than any interest
rate setting), any such day on which banks are open for foreign exchange business
in the principal financial center of the country of such currency.


 


“BPS”
or “Sterling” means the lawful currency of the United Kingdom.


 


5

















 


“Change
of Control” means the occurrence of a Ratings Decline in connection with any of
the following events, or the occurrence of any of the following events when the
Applicable Debt Rating is not Investment Grade:


 


(i) any merger or consolidation of the Company with or into any
person or any sale, transfer or other conveyance, whether direct or indirect,
of all or substantially all of the assets of the Company, on a consolidated
basis, in one transaction or a series of related transactions, if, immediately
after giving effect to such transaction, any person or group of persons (within
the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
amended) is or becomes the beneficial owner (within the meaning of Rule 13d 3
promulgated by the Securities and Exchange Commission under said Act) of securities
representing a majority of the total voting power of the aggregate outstanding
securities of the transferee or surviving entity normally entitled to vote in
the election of directors, managers, or trustees, as applicable, of the
transferee or surviving entity;


 


(ii) any person or group of persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of 1934, as amended) is or
becomes the beneficial owner (within the meaning of Rule 13d 3 promulgated by
the Securities and-Exchange Commission under said Act) of securities
representing a majority of total voting power of the aggregate outstanding
securities of the Company normally entitled to vote in the election of
directors of the Company;


 


(iii) during any period of 12 consecutive calendar months,
individuals who were directors of the Company on the first day of such period
(together with any new directors whose election by the board of directors of
the Company or whose nomination for election by the stockholders of the Company
was approved by a vote of a majority of the directors then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the board of directors of the Company; or


 


(iv) the sale or disposition, whether directly or indirectly, by
the Company of all or substantially all of its assets.


 


“Co-Borrower”
has the meaning set forth in the introductory paragraph to this Agreement.


 


“Co-Documentation
Agents” means, collectively, The Royal Bank of Scotland plc, The Bank of New
York, BNP Paribas, Calyon New York Branch, Morgan Stanley Bank and Wachovia
Bank, National Association, each in its capacity as a co-documentation agent
hereunder. The capacity of the Co-Documentation Agents is titular in nature,
and the Co-Documentation Agents shall have no obligations or liabilities under
the Loan Documents by reason of acting in such capacity.


 


6

















 


“Co-Managing
Agents” means, collectively, Citicorp North America, Inc., Wells Fargo Bank,
N.A., The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd., Commerzbank AG, New
York And Grand Cayman Branches, and LaSalle Bank National Association, as
Co-Managing Agents, each in its capacity as a co-managing agent hereunder. The
capacity of the Co-Managing Agents is titular in nature, and the Co-Managing
Agents shall have no obligations or liabilities under the Loan Documents by
reason of acting in such capacity.


 


“Collateral”
means all of the collateral which is subject to the Liens granted pursuant to
any of the Loan Documents.


 


“Collateral
Agent” means The Bank of New York, and each successor collateral agent under
the Collateral Agent Agreement.


 


“Collateral
Agent Agreement” means the Collateral Agent and Intercreditor Agreement among
the Collateral Agent, the Administrative Agent, The Bank of New York Trust
Company N.A. (formerly known as BNY Western Trust Company), as trustee for the
holders of the Company’s existing Public Debt, the Company, pursuant to which
the Collateral Agent will hold the equity securities of the Co-Borrower, the
Foreign Guarantors and the Material Domestic Subsidiaries in pledge for the
ratable benefit (a) the Administrative Agent, the Lenders, the Lender Swap
Counterparties, and the Lender Foreign Exchange Counterparties, and
(b) the holders from time to time of the Public Debt.


 


“Commitments”
means, collectively, the Revolving Commitments, the Term A Loan Commitments and
the Term B Loan Commitments.


 


“Company”
has the meaning set forth in the introductory paragraph hereto.


 


“Compliance
Certificate” means a certificate, substantially in the form of Exhibit B,
properly completed and signed by an Authorized Officer.


 


“Consolidated
Adjusted Debt” means, as of each date of determination, the Debt of the Company
and its Subsidiaries, determined on a consolidated basis as of such date; provided
that:


 


(a)           Debt in respect of Guaranteed Lease Obligations shall be included
(without duplication) only in an amount which is equal to the product of
(i) the aggregate amount of all payments required to be made in respect of
Guaranteed Lease Obligations for the twelve month period ended on that date
times (ii) 8.0; and


 


(b)           Consolidated Adjusted Debt shall exclude (i) Debt of the Company
or a Subsidiary as to which a sum of cash and cash equivalents sufficient to
provide for payment in full of such Debt at its scheduled maturity or at an
earlier date at which it shall have been called for redemption shall have been
irrevocably deposited in trust for the benefit of the holders of such Debt or a
representative of such holders so as to result in legal or in substance
defeasance thereof; (ii) Guarantees, up to an aggregate principal amount
of US$500,000,000, made by the Company supporting secured financings with of 


 


7

















 


unconsolidated
Affiliates and third parties, except for Guarantees that the Company is
required to reflect as a liability on the Company’s financial statements in
accordance with generally accepted accounting principles, and
(iii) capitalized lease obligations of Acquired HG Subsidiaries which
exist as of the Effective Date in an aggregate amount not to exceed
US$100,000,000 and extensions and renewals thereof which do not increase the
amount of the obligations thereunder;


 


provided further that (A) if any amount
of any Guarantee described in clause (ii) above becomes due and
payable, such amount shall be included in the Consolidated Adjusted Debt
calculation (without duplication of any amount otherwise included in
Consolidated Adjusted Debt) until such amount is paid, and (B) Guarantees
in excess of the aggregate US$500,000,000 limit described in
clause (ii) shall be included dollar-for-dollar in the calculation of
Consolidated Adjusted Debt.


 


“Consolidated
Adjusted EBITDAR” means, for any period, the sum of Consolidated EBITDA for
such period plus to the
extent deducted in computing Consolidated EBITDA, all payments in respect of
Guaranteed Lease Obligations required to be made during such period.


 


“Consolidated
Adjusted Interest Expense” means, as of each date of determination, Interest
Expense for the twelve month period ending on that date; provided,
however, that for each period which includes the Effective Date, such Interest
Expense shall instead be determined as the amount of Interest Expense for each
then completed fiscal quarter of the Company which both began and ends
following the Effective Date, annualized on a straight-line basis.


 


“Consolidated
EBITDA” means, for any period, Consolidated Net Income for such period plus, to
the extent deducted in arriving at Consolidated Net Income (i) income
taxes, (ii) interest expense, (iii) depreciation and amortization,
(iv) minority interest, (v) extraordinary losses or gains,
(vi) Pre-Opening Expenses, (vii) discontinued operations and
(viii) nonrecurring non-cash charges; provided that:


 


(a)           Consolidated EBITDA for any period shall be adjusted on a pro forma
basis to include (or exclude) amounts attributable to assets and operations
that were acquired or otherwise commenced operations (or that were sold or
otherwise discontinued operations) during such period as if such acquisition or
commencement of operations (or sale or discontinuance of operations) had occurred
on the first day of such period;


 


(b)           notwithstanding clause (a), in calculating “Consolidated EBITDA”
for that portion of any period occurring prior to the Effective Date,
“Consolidated EBITDA” shall be computed on the basis of the pro forma combined
historical operating results of the Company and Luxco and their respective
Subsidiaries for such periods;


 


(c)           in determining Consolidated EBITDA for any twelve month period ending
on a date set forth in the matrix below, anticipated synergies resulting from the


 


8

















 


Acquisition
shall be added to the pro forma combined historical operating results described
in (b) in an amount set forth opposite the relevant date:


 




	
  TTM Period Ended

  	
   

  	
  Anticipated Synergies

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  September 30, 2006

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
  Later periods

  	
   

  	
  $

  	
  0

  	
  ; and

  






 


(d)           any item of expense for stock-based compensation otherwise required to
be included in the determination of Consolidated Net Income shall be excluded
from the determination of Consolidated EBITDA.


 


“Consolidated
Net Income” means, for any period, the consolidated net income of the Company
and its Subsidiaries for such period determined in accordance with generally
accepted accounting principles,


 


“Consolidated
Net Tangible Assets” means the total assets of the Company and its
Subsidiaries, after deducting therefrom (a) all current liabilities of the
Company and its Subsidiaries (excluding (i) the current portion of long
term indebtedness, (ii) inter-company liabilities, and (iii) any
liabilities which are by their terms renewable or extendable at the option of
the obligor thereon to a time more than twelve months from the time as of which
the amount thereof is being computed), (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the latest consolidated balance sheet of the
Company prepared in accordance with generally accepted accounting principles,
and (c) any assets of any Subsidiary in which neither the Company nor any
other Subsidiary owns any voting securities or other equity interests that are
otherwise included in the determination thereof.


 


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


 


“Control”
(and the correlative terms, “Controlling,” “Controlled by” and “under common
Control with”) shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise); provided that, in any event, any Person that owns,
directly or indirectly, 25% or more of the securities having


 


9

















 


ordinary
voting power for the election of directors or other governing body of a
corporation, or 25% or more of the partnership or other ownership interests of
any other Person, will be deemed to control such corporation or other Person.


 


“Covered
Subsidiary” means at any time any Subsidiary of the Company that has
consolidated assets in an amount greater than US$5,000,000.


 


“Currency”
means, as to each Borrowing and Commitment, the currency (whether Dollars,
Sterling, Euros, Swedish Kronor or otherwise), in which such Borrowing or
Commitment is made or denominated.


 


“Currency
Fronting Lender” means, in respect of each Revolving Loan which is made in any
Alternative Currency, (a) as of the Effective Date, Bank of America and
UBS Loan Finance (each with a 50% interest), and (b) thereafter, any
additional Revolving Lender or Lenders as may be designated by the
Administrative Agent with the consent of the relevant Revolving Lender,
including any such Lender which accepts appointment as a Currency Fronting
Lender pursuant to Section 9.05(b). As of the Effective Date, Bank of America
and UBS Loan Finance each accept the obligation to fund 50% of each Fronted
Currency Loan.


 


“Debt”
of any Person means at any date, without duplication, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments,
(c) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business and obligations in the nature of deferred employee
compensation, (d) all obligations of such Person as lessee under leases
which are capitalized in accordance with generally accepted accounting
principles, (e) all other obligations secured by a Lien on any asset of
such Person, whether or not such obligations are otherwise an obligation of
such Person, in an amount equal to the lesser of the amount of the obligation
so secured or the fair value of the assets subject to such Lien, and
(f) all obligations of others constituting “Debt” under the foregoing
clauses of this paragraph which are Guaranteed by such Person; it being
understood that “Debt” does not include contingent obligations of such Person
to reimburse any other Person in respect of surety bonds or letters of credit.


 


“Debtor
Relief Law” means the Bankruptcy Code of the United States of America, as
amended from time to time, and all other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief laws from time to time in
effect affecting the rights of creditors generally.


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed to fund any portion of the
Loans, participations in Letter of Credit Liabilities or participations in
Swing Line Loans


 


10

















 


required
to be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid
by it hereunder within two Business Days of the date when due, unless the
subject of a good faith dispute, or (c) has been deemed insolvent or
become the subject of a bankruptcy or insolvency proceeding.


 


“Designated
Property” means each of the properties described on Schedule 2.


 


“Designated
Property Disposition” means each transaction which results in the sale, lease,
transfer or other disposition of all or any substantial part of the interest of
the Company and its Subsidiaries in any Designated Property.


 


“Dollar
Equivalent” means, at any time, (a) with respect to any amount denominated
in Dollars, such amount, and (b) with respect to any amount denominated in
any Alternative Currency, the equivalent amount thereof in Dollars as
determined by the Administrative Agent or the Issuing Lender, as the case may
be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.


 


“Dollars”
and the sign “US$” mean lawful money of the United States of America.


 


“Domestic
Guaranty” means the Guaranty made by the Material Domestic Subsidiaries on the
Effective Date in favor of the Administrative Agent for the benefit of the
Lenders, the Lender Swap Counterparties and the Lender Foreign Exchange
Counterparties, substantially in the form of Exhibit C, as at any time amended,
modified or supplemented, including by any joinder thereto executed pursuant to
Section 5.14.


 


“Domestic
Lending Office” means, as to each Lender, its office located at its address set
forth in its Administrative Questionnaire (or identified in its Administrative
Questionnaire as its Domestic Lending Office) or such other office as such
Lender may hereafter designate as its Domestic Lending Office by notice to the
Company and the Administrative Agent.


 


“Effective
Date” means the first date upon which each of the conditions precedent set
forth in Section 3.02 of this Agreement are satisfied or waived in writing
by the Administrative Agent with the consent of all of the Lenders.


 


“Eligible
Assignee” means:  (a) a Lender;
(b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any
other Person (other than a natural person) approved by (i) the
Administrative Agent and (ii) unless an Event of Default has occurred and
is continuing, the Company (each such approval not to be unreasonably withheld
or delayed); provided that notwithstanding the foregoing, “Eligible
Assignee” shall not include the Company or any of the Company’s Affiliates or
Subsidiaries; and provided  further, however, that an
Eligible Assignee shall include only a Lender, an Affiliate of a Lender or
another Person, which, through its Lending Offices, is capable of lending the
applicable Alternative Currencies to the Borrowers under the relevant
Commitments without the imposition of any additional Indemnified Taxes.


 


11

















 


“EMU
Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European
currency.


 


“Environmental
Laws” means any and all statutes, regulations, permits, licenses or other
governmental restrictions relating to the environment or to releases of
petroleum or petroleum products, chemicals or toxic or hazardous substances or
wastes into the environment.


 


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


 


“ERISA
Group” means the Company, any Subsidiary of the Company and all members of a controlled
group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Company or any
Subsidiary of the Company, are treated as a single employer under
Section 414 of the Internal Revenue Code.


 


“Eurocurrency
Borrowing” means a borrowing comprised of Eurocurrency Loans.


 


“Eurocurrency
Lending Office” means, as to each Lender, its office, branch or affiliate
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Eurocurrency Lending
Office) or such other office, branch or affiliate of such Lender as it may
hereafter designate as its Eurocurrency Lending Office by notice to the Company
and the Administrative Agent.


 


“Eurocurrency
Loan” means a Revolving Loan, a Term A Loan or a Term B Loan that bears
interest at a rate based on the Eurocurrency Rate.


 


“Eurocurrency
Margin” means, on any date and as to each Eurocurrency Loan, the rate per annum
(expressed in basis points) set forth in the Applicable Pricing Matrix opposite
the Applicable Debt Rating as of that date in the column headed “Eurocurrency
Margin” and, where applicable in the column under the then prevailing
Applicable Leverage Ratio, provided that from the Effective Date through
the first Pricing Period that ends three or more calendar months after the
Effective Date, the Eurocurrency Margin for Revolving Loans and Term A Loans
shall be the rates opposite Level V in the Applicable Pricing Matrix.


 


“Eurocurrency
Rate” means, for any Interest Period with respect to a Eurocurrency Loan, the
rate per annum equal to the British Bankers Association (“BBA”) LIBO Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as designated by the Administrative Agent
from time to time) at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period, for deposits in the relevant
currency (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period. If such rate is not available at such time
for any reason (or if no BBA LIBOR is so published for the relevant currency),
then the “Eurocurrency Rate” for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which deposits
in the relevant currency for delivery on the first day of such Interest


 


12

















 


Period
in same day funds in the approximate amount of the Eurocurrency Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America’s London Branch (or
other Bank of America branch or Affiliate) to major banks in the London or
other offshore interbank market for such currency at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.


 


“Eurocurrency
Reserve Percentage” means, in respect of any Lender and for any day during any
Interest Period, the reserve percentage (expressed as a decimal, carried out to
five decimal places) in effect on such day, applicable to that Lender, under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”).


 


“Euros”
means the lawful currency of the Participating Member States introduced in
accordance with the EMU Legislation.


 


“Event
of Default” has the meaning set forth in Section 6.01.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) taxes imposed on or measured by
its overall net income (however denominated), and franchise taxes imposed on it
(in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its Applicable Lending Office is located, (b) any branch profits taxes
imposed by the United States or any similar tax imposed by any other
jurisdiction in which such Borrower is located, and (c) in the case of a
Foreign Lender, any withholding tax that is imposed on amounts payable to such
Foreign Lender at any applicable rate that is equal to or less than the rate in
effect at the time such Foreign Lender becomes a party hereto (or designates a
new Lending Office) or is attributable to such Foreign Lender’s failure or
inability (other than as a result of a change in law after the date such
Foreign Lender becomes a party hereto) to comply with Section 2.21(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office, to receive
additional amounts from the applicable Borrower with respect to such
withholding tax pursuant to Section 2.21(a).


 


“Existing
Credit Facility” means the Amended and Restated Credit Agreement dated as of
March 23, 2005, as heretofore amended, among the Company, the lenders referred
to therein and Bank of America, as Administrative Agent.


 


“Existing
Hilton Subsidiaries” means those Persons which are Subsidiaries of Hilton
immediately prior to the Effective Date.


 


“Existing
Letters of Credit” means the letters of credit issued and outstanding under the
Existing Credit Facility which are described on Schedule 3 attached
hereto.


 


13

















 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the immediately preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day shall be
the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of
1%) charged to Bank of America on such day on such transactions as determined
by the Administrative Agent.


 


“Fee
Letter” means the letter agreement of even date herewith among the Company,
Bank of America, BAS, UBSS and UBS Loan Finance.


 


“Five-Year
Maturity Date” means the date that is five years after the Effective Date, or
if such day is not a Business Day, the immediately preceding Business Day.


 


“Foreign
Exchange Contract” means each foreign currency exchange contract, currency
forward purchase contract, currency swap transaction or similar transaction.


 


“Foreign
Guarantors” means (a) as of the Effective Date, UK Acquisition, and
(b) as of each subsequent date, UK Acquisition and each other Person which
is required to become a party to the Foreign Guaranty pursuant to
Section 5.14.


 


“Foreign
Guaranty” means the Guaranty made by UK Acquisition on the Effective Date in
favor of the Administrative Agent for the benefit of the Lenders, the Lender
Swap Counterparties and the Lender Foreign Exchange Counterparties,
substantially in the form of Exhibit D, as at any time amended, including each
joinder thereto executed pursuant to Section 5.14.


 


“Foreign
Lender” means, with respect to any Borrower, any Lender that is organized under
the laws of a jurisdiction other than that in which such Borrower is resident
for tax purposes. For purposes of this definition, the United States, each
State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.


 


“Foreign
Obligor” means a Loan Party that is a Foreign Guarantor.


 


“Fronted
Currency Loan” has the meaning set forth in Section 2.01(b).


 


“Fronted
Dollar Loan” has the meaning set forth in Section 2.01(b).


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course.


 


“Governmental
Authority” means the government of the United States or any other nation, or of
any political subdivision thereof, whether state or local, and any agency,


 


14

















 


authority,
instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).


 


“Granting
Lender” has the meaning set forth in Section 9.05(i).


 


“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Debt of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt (whether arising by
virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for the purpose of
assuring in any other manner the holder of such Debt of the payment thereof or
to protect such holder against loss in respect thereof (in whole or in part),
provided that the term Guarantee shall not include (x) endorsements for
collection or deposit in the ordinary course of business or
(y) performance or completion guarantees. The term “Guarantee” used as a
verb has a corresponding meaning.


 


“Guaranteed
Lease Obligations” means (a) the agreements identified on Schedule 4,
and any extensions or renewals thereof, and (b) any similar agreements
hereafter entered into by the Company or any of its Subsidiaries.


 


“Guarantors”
means, collectively, the Material Domestic Subsidiaries and the Foreign
Guarantors.


 


“Hilton
International” means Hilton International Co., a Delaware corporation.


 


“Increased
Commitment” has the meaning set forth in Section 2.24(a).


 


“Indemnified
Liabilities” has the meaning set forth in Section 9.03(b).


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Indemnitee”
has the meaning set forth in Section 9.03(b).


 


“Interest
Coverage Ratio” means, as of the last day of each fiscal quarter, the ratio of
(a) Consolidated EBITDA for the four fiscal quarters ending on that date,
to (b) Consolidated Adjusted Interest Expense determined as of that date.


 


“Interest
Expense” means, for any period, net interest expense of the Company and its
Subsidiaries for such period, determined in accordance with generally accepted
accounting principles, provided that such net interest expense shall be
determined by excluding the effect of any interest expense of any Subsidiary in
which neither the Company nor any other Subsidiary owns any voting securities
or other equity interests, except to the extent that Company and its other
Subsidiaries pay, or make provision for the payment of, such interest expense
(including by way of the making of further


 


15

















 


investments
in such Subsidiary) and the Company and its Subsidiaries are not entitled by
contract to be reimbursed for such payment by a Person which is not in default
under such contract.


 


“Interest
Period” means, with respect to each Eurocurrency Loan, the period commencing on
the date of such Borrowing and ending one week, one month, two months, three
months or six months thereafter, as the Borrowers may elect in the applicable
Notice of Borrowing or Notice of Conversion/Continuation; provided that:


 


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


 


(ii)           except in the case of a one week interest period, any Interest Period
which begins on the last Business Day in a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall, subject to clause (a)(iii) below, end
on the last Business Day in the calendar month which is the last calendar month
which commences in such Interest Period;


 


(iii)          any Interest Period with respect to Revolving Loans or Term A Loans
which would otherwise end after the Five-Year Maturity Date shall end on the
Five-Year Maturity Date, or, if such date is not a Business Day, then on the
immediately preceding Business Day; and


 


(iv)          any Interest Period with respect to Term B Loans which would otherwise
end after the Seven-Year Maturity Date shall end on the Seven-Year Maturity
Date, or, if such date is not a Business Day, then on the immediately preceding
Business Day.


 


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


 


“Investment
Grade” means (i) with respect to S&P, a rating of BBB-  or higher, and (ii) with respect to
Moody’s, a rating of Baa3 or higher.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance).


 


“Issuer
Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by
the Issuing Lender and the Borrowers (or any Subsidiary) or in favor the
Issuing Lender and relating to any such Letter of Credit.


 


“Issuing
Lender” means (a) the issuing Lenders on the Existing Letters of Credit listed
on Schedule 3, and (b) as to other Letters of Credit hereafter issued pursuant
to this


 


16

















 


Agreement,
Bank of America and one other Lender designated by the Company which may
hereafter agree to issue Letters of Credit hereunder, in each case in that
Lender’s capacity as issuer of a Letter of Credit hereunder.


 


“Joint
Lead Arrangers” means, collectively, BAS and UBSS. Following the date of this
Agreement, the Joint Lead Arrangers shall have no obligations or liabilities
under the Loan Documents.


 


“Kronor
Sublimit” means an amount equal to the lesser of the Aggregate Revolving
Commitments and US$200,000,000. The Kronor Sublimit is part of, and not in
addition to, the Aggregate Revolving Commitments.


 


“L/C
Advance” means, with respect to each Lender, such Lender’s funding of its participation
in any L/C Borrowing in accordance with its Pro Rata Share.


 


“L/C
Borrowing” means an extension of credit resulting from a drawing under any
Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Borrowing.


 


“L/C
Fee Rate” means, as of each date of determination, the then applicable
Eurocurrency Margin for Revolving Loans.


 


“L/C
Obligations” means, as of each date of determination, the aggregate undrawn
amount of all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.


 


“Laws”
means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses, authorizations
and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.


 


“Lender”
means each lender listed on the signature pages hereof and each Lender which
accepts an assignment pursuant to Section 9.05, and their respective
successors and shall include, as the context may require, the Issuing Lender in
its capacity as Issuing Lender.


 


“Lender
Foreign Exchange Counterparties” means each Person party to a Foreign Exchange
Contract with the Company which is a Lender or an Affiliate of a Lender.


 


“Lender
Swap Counterparties” means each Person party to a Swap Contract with the
Company which is a Lender or an Affiliate of a Lender.


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described
as such in such Lender’s Administrative Questionnaire, or such other office or
offices as a Lender may from time to time notify the Company and the
Administrative Agent.


 


17

















 


“Letter
of Credit” means a letter of credit to be issued hereunder by the Issuing
Lender in accordance with Section 2.22 and shall include the Existing
Letters of Credit.


 


“Letter
of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the
Issuing Lender.


 


“Letter
of Credit Commitment” means, a subline of the Aggregate Revolving Commitments
equal to the lesser of (x) US$500,000,000 and (y) the Aggregate
Revolving Commitments.


 


“Letter
of Credit Liabilities” means, for any Lender and at any time, such Lender’s
ratable participation in the sum of (x) the amounts then owing by the
Borrowers in respect of amounts drawn under Letters of Credit and (y) the
aggregate amount then available for drawing under all Letters of Credit.


 


“Leverage
Ratio” means, as of each date of determination, the ratio of
(a) Consolidated Adjusted Debt on such date to (b) Consolidated
Adjusted EBITDAR for the four fiscal quarters ending on that date.


 


“LG”
means Ladbroke Group Limited, a private limited company incorporated in England
and Wales.


 


“LGI”
means Ladbroke Group International Limited, a private limited company
incorporated in England and Wales.


 


“LHUSA”
means Ladbroke Hotels USA Corporation, a Delaware corporation.


 


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


 


“Loan”
means an extension of credit by a Lender to the Borrowers under Article II
in the form of a Revolving Loan, a Term A Loan, a Term B Loan or a Swing Line
Loan.


 


“Loan
Documents” means this Agreement, any Notes, the Issuer Documents, the Fee
Letter, the Collateral Agent Agreement, the Domestic Guaranty, the Foreign
Guaranty, and the Stock Pledge Agreement, and each other instrument, document
and agreement executed in favor of the Administrative Agent and the Lenders in
connection with the credit facilities described herein.


 


“Loan
Parties” means, collectively, each Borrower, each Material Domestic Subsidiary
and each Foreign Guarantor.


 


18

















 


“Luxco”
means Ladbroke Group International Luxembourg SA, a societe anonyme company
organized under the laws of Luxembourg.


 


“Mandatory
Cost” means, with respect to any period, the percentage rate per annum
determined in accordance with Schedule 5.


 


“Material
Adverse Effect” means, as of each date of determination, a material adverse
effect on or change in the condition (financial or otherwise), business, assets
or results of operations or prospects of the Company and its Subsidiaries,
taken as a whole except any such effect or change resulting from
(i) changes in circumstances or conditions affecting the hotel, motel or
travel industries in general or affecting any segment or region thereof in
which they operate, or (ii) changes in general economic or business
conditions in the United States.


 


“Material
Domestic Subsidiaries” means, as of each date of determination, each Subsidiary
of the Company which is organized under the laws of the United States of
America or its political subdivisions which is a Significant Subsidiary or
which itself owns any equity securities of any Significant Subsidiary, provided
that (a) no Subsidiary which is a disregarded entity for United States
federal income tax purposes will be deemed to be a Material Domestic Subsidiary
and (b) no Subsidiary which is a special purpose entity formed solely for
the purpose of facilitating an asset securitization or other structured
financing, and substantially all of the assets of which are the subject of such
asset securitization or other structured financing, will be deemed to be a
Material Domestic Subsidiary during any period when such transactions are in
effect.


 


“Material
Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities
in excess of US$25,000,000.


 


“Moody’s”
means Moody’s Investors Service, Inc., and its successors.


 


“Multiemployer
Plan” means at any time an employee pension benefit plan within the meaning of
Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then
making or accruing an obligation to make contributions or has within the
preceding five plan years made contributions, including for these purposes any
Person which ceased to be a member of the ERISA Group during such five year
period.


 


“Net
Cash Proceeds” means, in respect of each Designated Property Disposition, the
amount by which (i) the sum of cash and cash equivalents received in
connection with such Designated Property Disposition (including any cash
received by way of deferred payment pursuant to, or by monetization of, a note
receivable or otherwise, but only as and when so received) exceeds (ii) the sum of
(A) the principal amount of any Debt that is secured by the interests
disposed of required to be repaid in connection with the Designated Property
Disposition (other than Debt under this Agreement), (B) the reasonable
out-of-pocket expenses incurred by the Company and its Subsidiaries in
connection with such Designated Property Disposition, and (C) income taxes
reasonably estimated to be actually payable within two years of the date of the
Designated Property Disposition as a result of any gain recognized in connection
therewith.


 


19






 


 













 


“NMC Lender” means, as to the Revolving Loans and each
Alternative Currency in which Revolving Loans may be made from time to time, (a) as
of the Effective Date, each Revolving Lender which is designated as such on Schedule 1
in respect of that Alternative Currency, and (b) each Revolving Lender
which hereby becomes a party to this Agreement and which is concurrently
designated as an NMC Lender by way of an assignment approved by the
Administrative Agent in accordance with Section 9.05(b).


 


“Non-Recourse Debt” means Debt in respect of which the
recourse of the holder of such Debt is limited to the assets securing such Debt
and such Debt does not constitute the general obligation of the Company or any
Subsidiary of the Company, subject to exceptions to the non-recourse nature
thereof that are customary in asset securitized transactions and other similar
structured financings.


 


“Notes” means the Revolving Notes, the Term Notes and
the Swing Line Note, and “Note” means any one of such promissory notes issued
hereunder.


 


“Notice of Borrowing” has the meaning set forth in Section 2.04.


 


“Notice of Conversion/Continuation” has the meaning
set forth in Section 2.06.


 


“Notice of Issuance” has the meaning set forth in Section 2.22(b).


 


“Obligations” means all advances to, and debts,
liabilities, obligations, covenants and duties of, any Loan Party arising under
any Loan Document or otherwise with respect to any Loan or Letter of Credit,
whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against
any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.


 


“Organization Documents” means, (a) with respect
to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any
non-U.S. jurisdiction); (b) with respect to any limited liability company,
the certificate or articles of formation or organization and operating
agreement; and (c) with respect to any partnership, joint venture, trust
or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its
formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such entity.


 


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


 


20

















 


“Outstanding Amount” means (a) with respect to
Revolving Loans on any date, the Dollar Equivalent amount of the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of such Revolving Loans occurring on such date; (b) with
respect to Swing Line Loans on any date, the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or
repayments of such Swing Line Loans occurring on such date; (c) with
respect to any Letter of Credit Liabilities on any date, the Dollar Equivalent
amount of the aggregate outstanding amount of such Letter of Credit Liabilities
on such date after giving effect to the issuance or extension of any Letter of
Credit occurring on such date and any other changes in the aggregate amount of
the Letter of Credit Liabilities as of such date; (d) with respect to Term
A Loans on any date, the Dollar Equivalent amount of the aggregate outstanding
principal amount thereof after giving effect to any prepayments or repayments
of such Term A Loans occurring on such date; and (e) with respect to Term
B Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any prepayments or repayments of such Term B Loans occurring
on such date.


 


“Overall Commitments” means, collectively, the
Aggregate Revolving Commitments, the Aggregate Term A Loan Commitments and the
Aggregate Term B Loan Commitments, and any commitments to extend credit
hereafter provided to the Borrowers pursuant to Section 2.24.


 


“Overall Outstandings” means, as of each date of
determination, the aggregate Outstanding Amount of all Loans (including Swing
Line Loans) and all Letter of Credit Liabilities.


 


“Parent” means, with respect to any Lender, any Person
Controlling such Lender.


 


“Participant” has the meaning set forth in Section 9.05(f).


 


“Participating Member State” means each state so
described in any EMU Legislation.


 


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


 


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


 


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


 


“Platform” has the meaning given in Section 9.01(g).


 


21

















 


“Pre-Opening Expenses” means, with respect to any
fiscal period, the amount of expenses (other than Interest Expense) incurred
with respect to capital projects which are classified as “pre-opening expenses”
on the applicable financial statements of the Company and its Subsidiaries for
such period, prepared in accordance with generally accepted accounting
principles.


 


“Pricing Certificate” means a Pricing Certificate
substantially in the form of Exhibit E hereto, properly completed and
signed by an Authorized Officer.


 


“Pricing Period” means each period of three months
beginning on the first day of each June, September, December and March and
ending on the last day of the succeeding August, November, February and
May.


 


“Pro Rata Share” means, with respect to each Lender at
any time, a fraction (expressed as a percentage, carried out to the ninth
decimal place), the numerator of which is the amount of the Revolving
Commitment, the Term A Loan Commitment or the Term B Loan Commitment, as
applicable, of such Lender at such time and the denominator of which is the
amount of the Aggregate Revolving Commitments, the Aggregate Term A Loan
Commitments or the Aggregate Term B Loan Commitments, as applicable, at such
time.


 


“Public Debt” means, as of each date of determination,
all Debt of the Company described on Schedule 6 hereto and all Debt issued
by the Company after the Effective Date which is registered under the
Securities Act or is eligible for an exemption from registration of resale
thereof pursuant to Rule 144A promulgated under the Securities Act.


 


“Public Notice” means, without limitation, any filing
or report made in accordance with the requirements of the Securities and
Exchange Commission (or any successor), any press release or public
announcement made by the Company or any written notice the Company gives to the
Administrative Agent or the Lenders.


 


“Quarterly Payment Date” means the last Business Day
of each March, June, September and December.


 


“Rating Agencies” means S&P and Moody’s.


 


“Ratings Decline” means the occurrence on any date on
or within 90 days after the date of the first Public Notice of (i) the
occurrence of an event described in clauses (i)-(iv) of the definition of “Change
of Control” or (ii) the intention by the Company to effect such an event
(which 90-day period shall be extended so long as the rating of the senior debt
of the Company is under publicly announced consideration for possible downgrade
by either of the Rating Agencies) of a decrease in the Applicable Debt Rating
to below Investment Grade.


 


“Register” has the meaning set forth in Section 9.05(e).


 


22

















 


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


 


“Related Parties” means, with respect to any Person,
such Person’s Affiliates and the partners, directors, officers, employees,
agents and advisors of such Person and of such Person’s Affiliates.


 


“Release Date” has the meaning set forth in Section 9.15.


 


“Required Lenders” means, as of any date of
determination, (a) Lenders having more than 50% of the Overall Commitments
(including any unfunded portion of the Aggregate Revolving Commitments), or (b) if
the commitment of each Lender to make Loans and the obligation of the Issuing
Lender to issue Letters of Credit have been terminated pursuant to Section 6.01,
Lenders holding in the aggregate more than 50% of the Overall Outstandings
(with the aggregate amount of each Lender’s risk participation and funded
participation in Letter of Credit Liabilities and Swing Line Loans being deemed
“held” by that Lender for purposes of this definition); provided that,
in each case, the Commitments of, and the portion of the Overall Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.


 


“Revaluation Date” means (a) with respect to any
Loan, each of the following:  (i) each
date of a Borrowing of a Eurocurrency Loan denominated in an Alternative
Currency, (ii) each date of a continuation of a Eurocurrency Loan
denominated in an Alternative Currency pursuant to Section 2.06, and (iii) such
additional dates as the Administrative Agent shall determine or the Required
Lenders shall require; and (b) with respect to any Letter of Credit, each
of the following:  (i) each date of
issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each
date of an amendment of any such Letter of Credit having the effect of increasing
the amount thereof, (iii) each date of any payment by the Issuing Lender
under any Letter of Credit denominated in an Alternative Currency, and (iv) such
additional dates as the Administrative Agent or the Issuing Lender shall
determine or the Required Lenders shall require.


 


“Revolver Pricing Matrix” means the following matrix:


 


	
  Level

  	
   

  	
  Debt Rating

  	
   

  	
  Facility Fee

  	
   

  	
  Applicable

  Eurocurrency

  Margin When

  Applicable

  Leverage

  Ratio <4.25x

  	
   

  	
  Applicable

  Eurocurrency

  Margin When

  Applicable

  Leverage

  Ratio > 4.25

  but < 5.00x

  	
   

  	
  Applicable

  Eurocurrency

  Margin When

  Applicable

  Leverage

  Ratio > 5.00x

  	
   

  	
  Applicable

  Margin For

  Base Rate

  Loans

  	
   

  
	
  I

  	
   

  	
  >BBB+ / Baa1

  	
   

  	
  12.5

  	
   

  	
  42.5

  	
   

  	
  55.0

  	
   

  	
  92.5

  	
   

  	
  0.0

  	
   

  
	
  II

  	
   

  	
  BBB / Baa2

  	
   

  	
  15.0

  	
   

  	
  50.0

  	
   

  	
  62.5

  	
   

  	
  100.0

  	
   

  	
  0.0

  	
   

  
	
  III

  	
   

  	
  BBB- / Baa3

  	
   

  	
  17.5

  	
   

  	
  57.5

  	
   

  	
  70.0

  	
   

  	
  107.5

  	
   

  	
  0.0

  	
   

  
	
  IV

  	
   

  	
  BB+ / Ba1

  	
   

  	
  22.5

  	
   

  	
  65.0

  	
   

  	
  77.5

  	
   

  	
  115.0

  	
   

  	
  0.0

  	
   

  
	
  V

  	
   

  	
  BB / Ba2 or lower

  	
   

  	
  25.0

  	
   

  	
  75.0

  	
   

  	
  87.5

  	
   

  	
  125.0

  	
   

  	
  0.0

  	
   

  



 


23

















 


“Revolving Borrowing” means a borrowing consisting of
simultaneous Revolving Loans of the same Type, in the same currency and, in the
case of Eurocurrency Loans, having the same Interest Period made by each of the
Revolving Lenders pursuant to Section 2.01.


 


“Revolving Commitment” means, as to each Revolving
Lender, the commitment of that Lender to make Revolving Loans to the Borrowers
and to participate in Letters of Credit and Swing Line Loans.  As of the Effective Date, each Revolving
Lender shall hold a Revolving Commitment in the amount set forth on Schedule 1.


 


“Revolving Credit Period” means the period from and
including the Effective Date to but not including the earlier of (i) the
Five-Year Maturity Date, and (ii) if earlier, the date of termination of
the Revolving Commitments pursuant to Section 2.14, Section 2.15 or Section 6.01.


 


“Revolving Lender” means those of the Lenders having
Revolving Commitments.


 


“Revolving Loan” means a Loan made or to be made by a
Lender pursuant to Section 2.01.


 


“Revolving Note” means a promissory note made by the
Borrowers in favor of a Revolving Lender evidencing Revolving Loans made by
that Lender, substantially in the form of Exhibit F.


 


“Revolving Outstandings” means, as of each date of
determination, aggregate Outstanding Amounts of all Revolving Loans and Swing
Line Loans plus the Letter of Credit Liabilities.


 


“S&P” means Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc., and its
successors.


 


“Sale and Purchase Agreement” means the Sale and
Purchase Agreement dated as of December 29, 2005, among the Company,
Co-Borrower, Hilton Group PLC LGI, LG and Town & Country Factors
Limited.


 


“Securities Act” means the Securities Act of 1933.


 


“Seven-Year Maturity Date” means the date that is
seven years after the Effective Date, or if such day is not a Business Day, the
immediately preceding Business Day.


 


“Shares” means the issued shares of Luxco and any
issued shares of LHUSA which are not owned by Luxco immediately prior to the
Effective Date.


 


“Significant Subsidiary” means at any time a Subsidiary
of the Company having (i) at least 10% of the consolidated total assets of
the Company and its Subsidiaries (determined as of the last day of the most
recent fiscal quarter of the Company) or (ii) at


 


24

















 


least 10% of the consolidated revenues of the Company
and its Subsidiaries for the fiscal year of the Company then most recently
ended.


 


“Solvent” as to any Person shall mean that (a) the
sum of the assets of such Person, both at a fair valuation and at present fair
saleable value, exceeds its liabilities, including its probable liability in
respect of contingent liabilities, (b) such Person has sufficient capital
for the conduct its business as presently conducted and as proposed to be
conducted and (c) such Person has not incurred debts, and does not intend
to incur debts, beyond its ability to pay such debts as they mature.  For purposes of this definition, “debt” means
any liability on a claim, and “claim” means (x) a right to payment,
whether or not such right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured, or (y) a right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right
to an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.  With respect to any such contingent
liabilities, such liabilities shall be computed at the amount which, in light
of all the facts and circumstances existing at the time, represents the present
value of the amount which can reasonably be expected to become an actual or
matured liability.


 


“SPC” has the meaning set forth in Section 9.05(i).


 


“Special Notice Currency” means at any time an
Alternative Currency, other than the currency of a country that is a member of
the Organization for Economic Cooperation and Development at such time located
in North America or Europe.


 


“Spot Rate” for a currency means the rate determined
by the Administrative Agent or the Issuing Lender, as applicable, to be the
rate quoted by the Person acting in such capacity as the spot rate for the
purchase by such Person of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date
two Business Days prior to the date as of which the foreign exchange
computation is made; provided that the Administrative Agent or the
Issuing Lender may obtain such spot rate from another financial institution
designated by the Administrative Agent or the Issuing Lender if the Person
acting in such capacity does not have as of the date of determination a spot
buying rate for any such currency; and provided  further that the
Issuing Lender may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.


 


“Sterling” or “BPS” means the lawful currency of the
United Kingdom.


 


“Stock Pledge Agreement” means a pledge agreement
among the Company and certain of its Subsidiaries, on the one hand, and the
Collateral Agent, on the other hand, substantially in the form of Exhibit G,
with respect to all equity interests held by the Company and such Subsidiaries
in the Material Domestic Subsidiaries, the Co-Borrower and UK Acquisition, and
includes the related Luxembourg and United Kingdom pledge agreements executed
on the Effective Date.


 


25

















 


“Subsidiary” means any Person of which at least a
majority of the outstanding equity interests shall at the time directly or
indirectly be owned or controlled by the Company or by one or more Subsidiaries
thereof or by the Company and one or more Subsidiaries.


 


“Swap Contract” means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any
such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are
subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master
Agreement.


 


“Swing Line” means the revolving line of credit
established by the Swing Line Lender in favor of the Borrowers pursuant to Section 2.05.


 


“Swing Line Lender” means, when acting in such
capacity, Bank of America, its successors and assigns.


 


“Swing Line Loans” means Loans made by the Swing Line
Lender to the Borrowers pursuant to Section 2.05.


 


“Swing Line Note” means the promissory note executed
by the Company in favor of the Swing Line Lender in connection with the Swing
Line.


 


“Swing Line Outstandings” means, as of any date of
determination, the aggregate principal Debt of the Borrowers on all Swing Line
Loans then outstanding.


 


“Syndication Agent” means UBSS.  The Syndication Agent shall have no rights,
duties or obligations under this Agreement which are in addition to the other
Lenders.


 


“TARGET Day” means any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) payment system
(or, if such payment system ceases to be operative, such other payment system
(if any) determined by the Administrative Agent to be a suitable replacement)
is open for the settlement of payments in Euro.


 


“Taxes” means all present or future taxes, levies,
imposts, duties, deductions, withholdings, assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax
or penalties applicable thereto.


 


26

















 


“Term A Loan” means each Loan made under the Term A
Loan Commitments.


 


“Term A Loan Commitment” means, as to each Term A Loan
Lender, the commitment of that Lender to make Term A Loans to the Borrowers
pursuant to Section 2.02.  As of the
Effective Date, each Term A Loan Lender shall hold a Term A Loan Commitment in
the amount and in the Currency set forth on Schedule 1.


 


“Term A Loan Lenders” means those of the Lenders
having Term A Loan Commitments.


 


“Term A Loan Note” means a promissory note made by the
Borrowers in favor of a Term A Loan Lender evidencing Term A Loans made by that
Lender, substantially in the form of Exhibit H.


 


“Term A Loan Pricing Matrix” means the following
matrix:


 


	
  Level

  	
   

  	
  Debt Rating

  	
   

  	
  Applicable

  Eurocurrency

  Margin When

  Applicable

  Leverage

  Ratio <4.25x

  	
   

  	
  Applicable

  Eurocurrency

  Margin When

  Applicable

  Leverage

  Ratio > 4.25

  but < 5.00x

  	
   

  	
  Applicable

  Eurocurrency

  Margin When

  Applicable

  Leverage

  Ratio > 5.00x

  	
   

  	
  Applicable

  Margin For

  Base Rate

  Loans

  	
   

  
	
  I

  	
   

  	
  >BBB+ / Baa1

  	
   

  	
  55.0

  	
   

  	
  67.5

  	
   

  	
  105

  	
   

  	
  0.0

  	
   

  
	
  II

  	
   

  	
  BBB / Baa2

  	
   

  	
  65.0

  	
   

  	
  77.5

  	
   

  	
  115.0

  	
   

  	
  0.0

  	
   

  
	
  III

  	
   

  	
  BBB- / Baa3

  	
   

  	
  75.0

  	
   

  	
  87.5

  	
   

  	
  125.0

  	
   

  	
  0.0

  	
   

  
	
  IV

  	
   

  	
  BB+ / Ba1

  	
   

  	
  87.5

  	
   

  	
  100.0

  	
   

  	
  137.5

  	
   

  	
  12.5

  	
   

  
	
  V

  	
   

  	
  BB / Ba2 or lower

  	
   

  	
  100.0

  	
   

  	
  112.5

  	
   

  	
  150.0

  	
   

  	
  25.0

  	
   

  



 


“Term B Loan” means each Loan made under the Term B
Loan Commitments.


 


“Term B Loan Amortization Amount” means a quarterly
principal payment in the amount of US$1,250,000, provided that if the
Aggregate Term B Loan Commitments are hereafter increased pursuant to Section 2.24,
then the Term B Loan Amortization Amount for each subsequent Quarterly Payment
Date shall be ratably increased in the same proportion that the principal
amount of the increase bears to US$500,000,000.


 


“Term B Loan Commitment” means, as to each Term B Loan
Lender, the commitment of that Lender to make Term B Loans to the Borrowers
pursuant to Section 2.03.  As of the
Effective Date, each Term B Loan Lender shall hold a Term B Loan Commitment in
the amount set forth on Schedule 1.


 


“Term B Loan Lenders” means those of the Lenders
having Term B Loan Commitments.


 


“Term B Loan Note” means a promissory note made by the
Borrowers in favor of a Term B Loan Lender evidencing Term B Loans made by that
Lender, substantially in the form of Exhibit I.


 


27

















 


“Term B Loan Pricing Matrix” means the following
matrix:


 


	
  Applicable Eurocurrency Margin

  	
   

  	
  Applicable Margin For Base Rate Loans

  	
   

  
	
  1.375%

  	
   

  	
  0.125

  	
  %

  



 


“Term Borrowing” means a borrowing consisting of
simultaneous Term A Loans or Term B Loans of the same Type, in the same
currency and, in the case of Eurocurrency Loans, having the same Interest
Period made by each of the Term A Loan Lenders or Term B Loan Lenders, as
applicable, pursuant to Sections 2.02 or 2.03.


 


“Type” means, with respect to a Loan, its character as
a Base Rate Loan or a Eurocurrency Loan.


 


“UBSS” means UBS Securities LLC and its successors.


 


“UK Acquisition” means Hilton HIH Limited, a United
Kingdom private limited company, its successors and assigns.


 


“Unfunded Liabilities” means, with respect to any Plan
at any time, the amount (if any) by which (i) the value of all benefit
liabilities under such Plan, determined on a plan termination basis using the
assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA,
exceeds (ii) the fair market value of all Plan assets allocable to such
liabilities under Title IV of ERISA (excluding any accrued but unpaid
contributions), all determined as of the then most recent valuation date for
such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person under
Title IV of ERISA.


 


“Unreimbursed Amount” means, as to each Letter of
Credit and as of each date of determination, any amount drawn thereunder for
which the Issuing Lender has not been reimbursed.


 


1.02         Accounting Terms and Determinations.  Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required
to be delivered hereunder shall be prepared, in accordance with generally
accepted accounting principles as in effect from time to time, applied on a
basis consistent (except for changes concurred in by the Company’s independent
public accountants and disclosed in such financial statements) with the most
recent audited consolidated financial statements of the Company and its
Subsidiaries delivered to the Lenders; provided that, if the Company notifies
the Administrative Agent that the Company wishes to amend any covenant in Article V
to eliminate the effect of any change in generally accepted accounting
principles on the operation of such covenant (or if the Administrative Agent
notifies the Company that the Required Lenders wish to amend Article V for
such purpose), then the Company’s compliance with such covenant shall be
determined on the basis of generally accepted accounting principles in effect
immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrowers and the Required
Lenders.


 


28

















 


1.03         Other Interpretive Provisions.  With reference to this Agreement and each
other Loan Document, unless otherwise specified herein or in such other Loan
Document:


 


(a)                                  The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include,”
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document shall
be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (iii) the
words “herein,” “hereof” and “hereunder,” and words of
similar import when used in any Loan Document, shall be construed to refer to
such Loan Document in its entirety and not to any particular provision thereof,
(iv) all references in a Loan Document to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, the Loan Document in which such references appear, (v) any
reference to any law shall include all statutory and regulatory provisions
consolidating, amending, replacing or interpreting such law and any reference
to any law or regulation shall, unless otherwise specified, refer to such law
or regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets
and properties, including cash, securities, accounts and contract rights.


 


(b)                                 In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to”
and “until” each mean “to but excluding;” and the word “through”
means “to and including.”


 


(c)                                  Section headings
herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.


 


1.04         Types of Borrowings. 
Borrowings are classified for purposes of this Agreement either by
reference to the pricing of Loans comprising such Borrowing (e.g., a “Eurocurrency
Borrowing” is a Borrowing comprised of Eurocurrency Loans) or by reference to
the provisions of Article II under which participation therein is
determined.


 


1.05                           Exchange
Rates; Currency Equivalents.


 


(a)                                  The
Administrative Agent or the Issuing Lender, as applicable, shall determine the
Spot Rates as of each Revaluation Date to be used for calculating Dollar
Equivalent amounts of credit extensions and Outstanding Amounts denominated in
Alternative Currencies.  Such Spot Rates
shall become effective as of such


 


29

















 


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 Loan Parties hereunder or calculating financial covenants
hereunder or except as otherwise provided herein, the applicable amount of any
currency (other than Dollars) for purposes of the Loan Documents shall be such
Dollar Equivalent amount as so determined by the Administrative Agent or the
Issuing Lender, as applicable.


 


(b)                                 Wherever
in this Agreement in connection with a Eurocurrency Borrowing, conversion,
continuation or prepayment of a Eurocurrency Loan or the issuance, amendment or
extension of a Letter of Credit, an amount, such as a required minimum or
multiple amount, is expressed in Dollars, but such Eurocurrency Borrowing,
Eurocurrency Loan or Letter of Credit is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent or the Issuing Lender, as the case may be.


 


1.06                           Additional
Alternative Currencies.


 


(a)                                  The
Company may from time to time request that Eurocurrency Loans be made and/or
Letters of Credit be issued in a currency other than those specifically listed
in the definition of “Alternative Currency;” provided that such
requested currency is a lawful currency (other than Dollars) that is readily
available and freely transferable and convertible into Dollars.  In the case of any such request with respect
to the making of Eurocurrency Loans, such request shall be subject to the
approval of the Administrative Agent and all of the Lenders; and in the case of
any such request with respect to the issuance of Letters of Credit, such
request shall be subject to the approval of the Administrative Agent and the
Issuing Lender.


 


(b)                                 Any
such request shall be made to the Administrative Agent not later than 11:00 a.m.,
twenty Business Days prior to the date of the desired credit extension (or such
other time or date as may be agreed by the Administrative Agent and, in the
case of any such request pertaining to Letters of Credit, the Issuing Lender,
in its or their sole discretion).  In the
case of any such request pertaining to Eurocurrency Loans, the Administrative
Agent shall promptly notify each Lender thereof; and in the case of any such
request pertaining to Letters of Credit, the Administrative Agent shall
promptly notify the Issuing Lender thereof. 
Each Lender (in the case of any such request pertaining to Eurocurrency
Loans) or the Issuing Lender (in the case of a request pertaining to Letters of
Credit) shall notify the Administrative Agent, not later than 11:00 a.m.,
ten Business Days after receipt of such request whether it consents, in its
sole discretion, to the making of Eurocurrency Loans or the issuance of Letters
of Credit, as the case may be, in such requested currency.


 


30

















 


(c)                                  Any
failure by a Lender or the Issuing Lender, as the case may be, to respond to
such request within the time period specified in the preceding sentence shall
be deemed to be a refusal by such Lender or the Issuing Lender, as the case may
be, to permit Eurocurrency Loans to be made or Letters of Credit to be issued
in such requested currency.  If the Administrative
Agent and all of the Lenders consent to making Eurocurrency Loans in such
requested currency, the Administrative Agent shall so notify the Company and
such currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Revolving Borrowings of Eurocurrency
Loans; and if the Administrative Agent and the Issuing Lender consent to the
issuance of Letters of Credit in such requested currency, the Administrative
Agent shall so notify the Company and such currency shall thereupon be deemed
for all purposes to be an Alternative Currency hereunder for purposes of any
Letter of Credit issuances. If the Administrative Agent shall fail to obtain
consent to any request for an additional currency under this Section 1.06,
the Administrative Agent shall promptly so notify the Company.


 


1.07                           Change
of Currency.


 


(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 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 Borrowing in the currency
of such member state is outstanding immediately prior to such date, such
replacement shall take effect, with respect to such Borrowing, at the end of the
then current Interest Period.


 


(b)                                 Each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably
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)                                  Each
provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably
specify to be appropriate to reflect a change in currency of any other country
and any relevant market conventions or practices relating to the change in
currency.


 


1.08         Letter of Credit Amounts.  Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent
of the stated amount of such Letter of Credit in effect at such time; provided,
however, that with respect to any Letter of


 


31

















 


Credit that, by its terms or
the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the maximum stated amount of such Letter of Credit
after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.  For
all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit
shall be deemed to be “outstanding” in the amount so remaining available to be
drawn.


 


32

















 


ARTICLE 2


THE CREDITS


 


2.01                           Revolving
Loans.


 


(a)                                  During
the Revolving Credit Period each Revolving Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make Revolving Loans to
the Borrowers pursuant to this clause (a) from time to time in Dollars
and Alternative Currencies, in amounts such that:


 


(i)            the Dollar Equivalent of the sum of (A) the
aggregate Outstanding Amount of Revolving Loans made by that Revolving Lender
plus (B) that Revolving Lender’s Pro Rata Share of each of the Swing Line
Outstandings and the Letter of Credit Liabilities shall not exceed the amount
of that Revolving Lender’s Revolving Commitment;


 


(ii)           the Dollar Equivalent of the aggregate principal
amount of the Revolving Outstandings shall not exceed the Aggregate Revolving
Commitments minus the Alternative Currency Reserve;


 


(iii)          the Dollar Equivalent of the aggregate Outstanding
Amount of Revolving Loans denominated in Alternative Currencies, shall not
exceed the Alternative Currency Sublimit;


 


provided
that no Lender which is an NMC Lender in respect of any Alternative Currency
shall be obligated to fund any Revolving Loan in that Alternative Currency, but
shall instead participate in Revolving Loans made in that Alternative Currency
by the Currency Fronting Lenders pursuant to clause (b) of this
Section.


 


(b)                                 The
Currency Fronting Lenders shall make Revolving Loans on behalf of the NMC
Lenders in Alternative Currencies in which such NMC Lenders are not obligated
to fund, and the NMC Lenders may be required to make or purchase certain
Revolving Loans in Dollars on behalf of or from the Currency Fronting Lenders,
all in accordance with this Section 2.01(b).  Each Lender which is a Currency Fronting
Lender or an NMC Lender from time to time severally agrees as follows:


 


(1)           In the event that the Borrowers request any
Revolving Loan in an Alternative Currency in which an NMC Lender is not
obligated to fund, then the Currency Fronting Lenders will make that Revolving
Loan in the Alternative Currency requested (each such Revolving Loan, a “Fronted
Currency Loan”) on behalf of the relevant NMC Lenders.  Upon the making of any such Fronted Currency
Loan, each relevant NMC Lender shall ratably participate in the Fronted
Currency Loan in a principal amount which is equal to the outstanding Revolving
Loans which it would have been obligated to make pursuant to clause (a) of
this Section if it was not an NMC Lender.


 


33

















 


(2)           To the extent that making or maintaining any
Fronted Currency Loan causes the Revolving Commitments of any Currency Fronting
Lender to be exceeded then, at the option of any Currency Fronting Lender from
time to time, each NMC Lender will (a) make on behalf of the Currency
Fronting Lenders or (b) purchase from the Currency Fronting Lenders,
Revolving Loans that are denominated in Dollars (each such Revolving Loan, a “Fronted
Dollar Loan”), in each case in the amounts requested by the Administrative
Agent at the direction of any Currency Fronting Lender, but not to exceed the
principal amount of the Fronted Currency Loans made on its behalf pursuant to
clause (1) above.  Upon the making
or purchase of any Fronted Dollar Loan, each Currency Fronting Lender shall
ratably participate in the Fronted Dollar Loans in an amount which is equal to
the Fronted Currency Loans made by it pursuant to clause (1) above.


 


(3)           Each NMC Lender shall pay to the Administrative
Agent, for the ratable account of the Currency Fronting Lenders, a fronting fee
of 1/8th of 1% per annum (calculated on the basis of a year of 360
days and the actual number of days elapsed) times the amount by which
the principal amount of the Dollar Equivalent from time to time of the Fronted
Currency Loans made on behalf of that NMC Lender exceeds the Fronted Dollar
Loans held by that NMC Lender from time to time.  This fronting fee shall be payable in Dollars
at such intervals as the Administrative Agent may direct (or may be deducted
from the interest otherwise payable to an NMC Lender pursuant to this clause
(b)), but shall be payable not less frequently than quarterly.


 


(4)           Interest on the Fronted Currency Loans shall be
remitted to the Administrative Agent in the relevant Alternative Currency for
the ratable account of the Currency Fronting Lenders.  That portion of such interest which is equal
to the Eurocurrency Rate from time to time shall be for the account of the
Currency Fronting Lenders.  Each NMC
Lender will be paid the Dollar Equivalent amount (as determined by the Administrative
Agent on the basis of spot rates reasonably available to the Administrative
Agent, and based on such NMC Lender’s participation interest) of such interest
which is equal to the Eurocurrency Margin and which is actually received by the
Currency Fronting Lenders from time to time promptly following such
receipt.  The NMC Lenders shall bear any
costs associated with the conversion of the portion of such interest which is
for their account to Dollars.


 


(5)           Interest on the Fronted Dollar Loans shall be
remitted to the Administrative Agent in Dollars.  That portion of such interest which is equal
to the Eurocurrency Rate from time to time shall be for the ratable account of
the NMC Lenders, and that portion of which interest which is equal to the Eurocurrency
Margin from time to time shall be for the account of the Currency Fronting
Lenders.  The Administrative Agent


 


34

















 


shall
remit the appropriate portions of interest to the NMC Lenders and the Currency
Fronting Lenders in Dollars to the extent such interest is actually received
from time to time promptly following its receipt.


 


(6)           Upon demand made by any Currency Fronting Lender
following an Event of Default, each NMC Lender shall, according to its
participation interest in the relevant Fronted Currency Loans, promptly provide
to the Currency Fronting Lenders with its purchase price therefor, at par, and
in the Dollar Equivalent of the related Alternative Currencies, determined as
of the date of demand for funding (which purchase price may be paid by the NMC
Lender by a corresponding reduction of such NMC Lender’s Fronted Dollar Loans,
if any).


 


(7)           In the event that the Currency Fronting Lenders
require the NMC Lenders to fund their purchase price as set forth in clause (6) above,
then, concurrently with their receipt of the related purchase price for the
participations in the Fronted Currency Loans, each Currency Fronting Lender
shall, according to its participation interest in the Fronted Dollar Loans,
promptly provide the NMC Lenders with its purchase price therefore, at par, in
Dollars.


 


(8)           The obligation of each NMC Lender and each Currency
Fronting Lender to provide its purchase price in respect of participations
purchased pursuant to this clause (b) shall be absolute and unconditional
and shall not be affected by the occurrence of a Default or Event of Default.


 


(9)           To the extent that the principal amount of the
Fronted Dollar Loans made by any NMC Lender at any time exceeds the Dollar
Equivalent of the principal amount of the Fronted Currency Loans made on its
behalf, then, at the request of any NMC Lender or Currency Fronting Lender the
Administrative Agent shall direct the Currency Fronting Lenders to make such
payments to the NMC Lenders as may be required to reduce the NMC Lender’s
outstanding principal balance of the Fronted Dollar Loans.


 


(10)         Each Fronted Currency Loan and each Fronted Dollar
Loan shall be deemed to utilize the Revolving Commitment of the Lender making
such Loan for purposes of Section 2.01(a). 
The participation interest of an NMC Lender in a Fronted Currency Loan
and the participation interest of a Currency Fronting Lender in a Fronted
Dollar Loan shall not constitute usage of that Lender’s Revolving Commitment
for purposes of Section 2.01(a).


 


(c)                                  The
Borrowers may borrow, repay and reborrow under this Section..


 


35

















 


(d)                                 Each
Borrowing under this Section shall be in an aggregate principal amount of
US$10,000,000 or any larger multiple of US$1,000,000 (or, in the case of any
Borrowing which is in an Alternative Currency, an amount which is in excess of
the equivalent of US$1,000,000).


 


(e)                                  All
Revolving Loans denominated in an Alternative Currency must be Eurocurrency
Loans.


 


Within the foregoing limits, the Borrowers may borrow
under this Section, repay, or to the extent permitted by Section 2.17,
prepay Revolving Loans and Swing Line Loans and reborrow under this
Section.  The Revolving Loans shall
mature, and the principal amount thereof shall be due and payable, on the
Five-Year Maturity Date.


 


2.02         Term A Loans. 
Subject to the terms and conditions set forth herein, each Term A Loan
Lender severally agrees to make a Term A Loan to the Borrowers on the Effective
Date in the amount of its Term A Loan Commitment and in the Currency in which
its Term A Loan Commitment is denominated. 
The principal amount of the Term A Loans shall be due and payable on the
Five-Year Maturity Date.  All repayments
and prepayments of Term A Loans shall be denominated in same Currency in which
they were borrowed.  All Term A Loans
denominated in an Alternative Currency must be Eurocurrency Loans.  No Term A Loan which is at any time prepaid
or repaid may be reborrowed, but each Term A Loan may be converted, in whole or
in part, to a Term A Loan of another Type, or continued from time to time, in
the manner contemplated by Section 2.06, except that Term A Loans that are
denominated in an Alternative Currency may not be converted to a Base Rate
Loan.


 


2.03         Term B Loans. 
Subject to the terms and conditions set forth herein, each Term B Loan
Lender severally agrees to make a Term B Loan to the Borrowers on the Effective
Date in the amount of its Term B Loan Commitment.  Term B Loans may be Eurocurrency Loans or
Base Rate Loans, as further provided herein, and shall be funded solely in
Dollars.  The principal amount of the
Term B Loans shall be due and payable on the Seven-Year Maturity Date.  No Term B Loan which is at any time prepaid
or repaid may be reborrowed, but each Term B Loan may be converted, in whole or
in part, to a Term B Loan of another Type, or continued from time to time, in
the manner contemplated by Section 2.06.


 


2.04         Notice of Borrowings. 
The Company shall give the Administrative Agent notice (a “Notice of
Borrowing”), substantially in the form of Exhibit J hereto, not later than
8:30 A.M. (California local time) on (x) the date of each Base Rate
Borrowing, (y) the third Business Day before each Eurocurrency Borrowing
denominated in Dollars and (z) the fourth Business Day (or the fifth
Business Day in the case of a Special Notice Currency) before each Eurocurrency
Borrowing denominated in Alternative Currencies, specifying:


 


(a)                                  the
date of such Borrowing, which shall be a Business Day;


 


(b)                                 the
aggregate amount of such Borrowing;


 


(c)                                  whether
the Loans comprising such Borrowing are to be Base Rate Loans or Eurocurrency
Loans;


 


36

















 


(d)                                 in
the case of a Eurocurrency Borrowing, the duration of the Interest Period
applicable thereto, subject to the provisions of the definition of Interest
Period; and


 


(e)                                  the
Currency in which the related Loans will be borrowed.


 


If the Company fails to specify a currency in a Notice
of Borrowing, then any Revolving Loans requested therein shall be made in
Dollars.  Not more than (i) twelve
Interest Periods with respect to Eurocurrency Loans under the Revolving
Commitments, (ii) twelve Interest Periods with respect to Eurocurrency
Loans under the Term A Loans, and (iii) four Interest Periods with respect
to the Term B Loans, shall be in effect at any time.


 


2.05                           Swing
Line Loans.


 


(a)                                  Subject
to the terms and conditions set forth herein, the Swing Line Lender agrees to
make Swing Line Loans in Dollars to the Borrowers during the Revolving Credit
Period in such amounts as the Borrowers may request, provided that:


 


(i)            after giving effect to each such Swing Line Loan, (A) the
aggregate Swing Line Outstandings shall not exceed US$25,000,000, and (B) the
aggregate principal amount of the Revolving Outstandings shall not exceed the
aggregate Revolving Commitments, provided, however, that the
availability of the aggregate Revolving Commitments at any time for the making
of Loans and the issuance of Letters of Credit shall be reduced by the amount
of the Alternative Currency Reserve; and


 


(ii)           without the consent of all of the Lenders, no Swing
Line Loan may be made during the continuation of any Default or Event of
Default.


 


The Borrowers may borrow, repay and reborrow under
this Section.  Unless notified to the contrary
by the Swing Line Lender, borrowings under the Swing Line may be made in
amounts which are integral multiples of US$250,000 upon telephonic request by
an Authorized Officer made to the Administrative Agent not later than 1:00 P.M.
(California local time), on the Business Day of the requested Swing Line Loan
(which telephonic request shall be promptly confirmed in writing by
telecopier).  Promptly after receipt of
such a request for a Swing Line Loan, the Administrative Agent shall provide
telephonic verification to the Swing Line Lender that the requested Swing Line
Loan is in conformity with this Section. 
Unless the Swing Line Lender otherwise agrees, each repayment of a Swing
Line Loan shall be in an amount which is an integral multiple of US$250,000.  If the Company instructs the Swing Line
Lender to debit its demand deposit account at the Swing Line Lender in the
amount of any payment with respect to a Swing Line Loan, or the Swing Line
Lender otherwise receives repayment, after 3:00 p.m. (California local
time), on a Business Day, such payment shall be deemed received on the next
Business Day.  The Swing


 


37

















 


Line Lender shall promptly notify the Administrative
Agent of the Swing Line Outstandings each time there is a change therein.


 


(b)                                 The
Swing Line Lender shall be responsible for submitting invoices to the Borrowers
for such interest.  The interest payable
on Swing Line Loans shall be solely for the account of the Swing Line Lender
unless and until the Revolving Lenders fund their participations therein
pursuant to clause (d) of this Section.


 


(c)                                  The
Swing Line Loans shall be payable on demand made by the Swing Line Lender and
in any event on the Five-Year Maturity Date.


 


(d)                                 Upon
the making of a Swing Line Loan, each Revolving Lender shall be deemed to have
purchased from the Swing Line Lender a participation therein in an amount equal
to that Revolving Lender’s Pro Rata Share of the Aggregate Revolving
Commitments times the amount of the Swing
Line Loan.  Upon demand made by the Swing
Line Lender, each Revolving Lender shall, according to such percentage,
promptly provide to the Swing Line Lender its purchase price therefor in an
amount equal to its participation therein. 
The obligation of each Revolving Lender to so provide its purchase price
to the Swing Line Lender shall be absolute and unconditional and shall not be
affected by the occurrence of a Default or Event of Default.  Each Revolving Lender that has provided to
the Swing Line Lender the purchase price due for its participation in Swing
Line Loans shall thereupon acquire a pro rata participation, to the extent of
such payment, in the claim of the Swing Line Lender against the Borrowers for
principal and interest and shall share, in accordance with that pro rata
participation, in any principal payment made by the Borrowers with respect to
such claim and in any interest payment made by the Borrowers (but only with
respect to periods subsequent to the date that Revolving Lender paid the Swing
Line Lender its purchase price) with respect to such claim.


 


(e)                                  Upon
any demand for payment of the Swing Line Outstandings by the Swing Line Lender
(unless the Borrowers have made other arrangements acceptable to the Swing Line
Lender to reduce the Swing Line Outstandings to US$0), the Borrowers shall
request a Borrowing in an amount sufficient to repay all Swing Line
Outstandings (and, for this purpose, the limitations as to the minimum amounts
of Base Rate Borrowings set forth in Section 2.01 shall not apply).  In each case, the Administrative Agent shall
automatically provide the responsive Loans made by each Revolving Lender to the
Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line
Outstandings).  In the event that the
Borrowers fail to request a Borrowing within the time specified by Section 2.04
on any such date, the Administrative Agent may, but shall not be required to,
without notice to or the consent of the Borrowers, cause Loans to be made by
the Revolving Lenders under their Revolving Commitments in amounts which are
sufficient to reduce the Swing Line Outstandings as required above.  The conditions precedent set forth in Section 3.01
shall not apply to Loans to be made by the Revolving Lenders pursuant to the three
preceding sentences.  The


 


38

















 


proceeds
of such Loans shall be paid directly to the Swing Line Lender for application
to the Swing Line Outstandings.


 


2.06                           Conversion
and Continuation of Loans.  So long as
no Default or Event of Default has occurred and is continuing, the Borrowers
shall have the option at any time (i) to convert all or any part of its
outstanding Base Rate Loans, in a minimum amount of $10,000,000 and integral
multiples of US$1,000,000 in excess thereof into Eurocurrency Loans or (ii) upon
the expiration of any Interest Period applicable to Eurocurrency Loans, to
continue all or any portion of such Loans equal to US$1,000,000 (or the Dollar
Equivalent thereof) and integral multiples of US$100,000 in excess of that
amount as Eurocurrency Loans or to convert such Loans (so long as they are
denominated in Dollars) into Base Rate Loans. 
If a Default or Event of Default has occurred and is continuing, the
Required Lenders may demand that any or all of the then outstanding
Eurocurrency Loans under the Revolving Commitment denominated in an Alternative
Currency be prepaid, or redenominated into Dollars in the amount of the Dollar
Equivalent thereof, on the last day of the then current Interest Period with
respect thereto.


 


The Borrowers shall deliver to the Administrative
Agent notice of any such conversion or continuation, substantially in the form
of Exhibit J (each a “Notice of Conversion/Continuation”), no later than
8:30 A.M. (California local time) at least three Business Days in advance
of the proposed conversion date (in the case of a conversion to a Base Rate
Loan) and at least four Business Days in advance of the proposed
conversion/continuation date (in the case of a conversion to, or a continuation
of, a Eurocurrency Loan) and at lease five Business Days in advance of the
proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurocurrency Loan which is denominated in any currency other
than BPS, Dollars or Euros).  A Notice of
Conversion/Continuation shall specify:


 


(i)            whether the notice relates to the Revolving
Commitments, the Term A Loan Commitments or the Term B Loan Commitments;


 


(ii)           the proposed conversion/continuation date (which
shall be a Business Day);


 


(iii)          the amount and type of the Loan to be
converted/continued;


 


(iv)          the nature of the proposed conversion/continuation;


 


(v)           in the case of a conversion to, or a continuation
of, a Eurocurrency Loan, the requested Interest Period; and


 


(vi)          in the case of a conversion to, or a continuation
of, a Eurocurrency Loan denominated in Dollars, that no Default or Event of
Default has occurred and is continuing.


 


39

















 


2.07                           Notice
to Lenders; Funding of Loans.


 


(a)                                  Upon
receipt of a Notice of Borrowing or a Notice of Conversion\Continuation, the
Administrative Agent shall promptly notify each Lender of the contents thereof
and of such Lender’s share (if any) of such Borrowing and such Notice of
Borrowing or Notice of Conversion\Continuation shall not thereafter be
revocable by the Borrowers.


 


(b)                                 Not
later than 11:00 A.M. (California local time) on the date of each
Borrowing in the case of any Loan denominated in Dollars and not later than the
Applicable Time specified by the Administrative Agent on the date of each
Borrowing in the case of any Loan in an Alternative Currency, each Lender
participating therein shall (except as provided in subsection (c) of
this Section) make available its share of such Borrowing in Dollars or the
applicable Alternative Currency, in federal or other funds immediately
available to the Administrative Agent at its address provided pursuant to Section 9.01.  Unless the Administrative Agent determines
that any applicable condition specified in Article III has not been
satisfied, the Administrative Agent will make the funds so received from the
Lenders available to the Borrowers at the Administrative Agent’s aforesaid
address or place.


 


(c)                                  Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Eurocurrency Loans (or, in the case of any Base Rate
Loans, prior to 9:00 A.M. (California local time) on the date of such Base
Rate Loan) that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with and
at the time required by Section 2.07(b) and may, in reliance upon
such assumption, make available to the Borrowers a corresponding amount.  In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrowers severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrowers to but
excluding the date of payment to the Administrative Agent, at (i) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation and (ii) in the case
of a payment to be made by the Borrowers, the interest rate applicable to Base
Rate Loans.  If the Borrowers and such
Lender shall pay interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrowers the amount of such interest paid by the Borrowers for such
period.  If such Lender pays its share of
the applicable Borrowing to the Administrative Agent, then the amount so paid
shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrowers shall be without
prejudice to any claim the Borrowers may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


 


40

















 


2.08                           Notes.


 


(a)                                  If
any Revolving Lender requests that its Revolving Loans be evidenced by a Note,
the Revolving Loans of such Revolving Lender shall be evidenced by a single
Note payable to the order of that Revolving Lender for the account of its
Applicable Lending Office denominated in U.S. Dollars and in an amount equal to
the aggregate unpaid principal amount of that Revolving Lender’s Revolving
Commitment.


 


(b)                                 If
any Term A Loan Lender requests that its Term A Loans be evidenced by a Note,
the Term A Loans of such Term A Loan Lender shall be evidenced by one or more
Notes payable to the order of such Term A Loan Lender for the account of its
Applicable Lending Office denominated in Euros, BPS and/or Australian Dollars,
as appropriate, and in an amount or amounts equal to the unpaid principal
amount of such Term A Loan Lender’s Term A Loan Commitment.


 


(c)                                  If
any Term B Loan Lender requests that its Term B Loans be evidenced by a Note,
the Term B Loans of such Term B Loan Lender shall be evidenced by a single Note
payable to the order of such Term B Loan Lender for the account of its
Applicable Lending Office denominated in U.S. Dollars and in an amount equal to
the aggregate unpaid principal amount of such Term B Loan Lender’s Term B Loan
Commitment.


 


(d)                                 In
the event any Lender requests a Note to evidence its Loans, upon receipt of
each such Lender’s Note pursuant to Section 3.02(b), the Administrative
Agent shall forward such Note to such Lender. 
Each Lender shall record the date, amount, type and maturity of each
Loan made by it and the date and amount of each payment of principal made by
the Borrowers with respect thereto, and may, if such Lender so elects in
connection with any transfer or enforcement of its Note, endorse on the schedule forming
a part thereof appropriate notations to evidence the foregoing information with
respect to each such Loan then outstanding; provided that the failure of any
Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrowers hereunder or under the Notes.  Each Lender is hereby irrevocably authorized
by the Borrowers so to endorse its Note and to attach to and make a part of its
Note a continuation of any such schedule as and when required.


 


2.09                           Interest
Rates.


 


(a)                                  Each
Base Rate Loan shall bear interest on the Outstanding Amount thereof, for each
day from (and including) the date such Loan is made to (but excluding) the date
it becomes due, at a rate per annum equal to the Base Rate for such day plus
any applicable Base Rate Margin.  Any
overdue principal of or interest on any Base Rate Loan shall, at the option of
the Required Lenders, bear interest, payable on demand, for each day until paid
at a rate per annum equal to the Base Rate plus the Base Rate Margin plus
2%.  Such interest shall be payable on
the last Business Day of each calendar quarter in arrears and on the Five-Year
Maturity Date with


 


41

















 


respect
to Revolving Loans and Term A Loans or the Seven-Year Maturity Date with respect
to Term B Loans.


 


(b)                                 Each
Eurocurrency Loan shall bear interest on the Outstanding Amount thereof, for
each day during the Interest Period applicable thereto (from and including the
first day of such Interest Period to but excluding the last day of such
Interest Period), at a rate per annum equal to the sum of (a) the
Eurocurrency Margin for such day plus (b) the applicable
Eurocurrency Rate for such Interest Period plus (c) (in the case of
a Eurocurrency Loan of any Lender denominated in an Alternative Currency which
is lent from a Lending Office in the United Kingdom or a Participating Member
State) the Mandatory Cost.  Such interest
shall be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof.


 


(c)                                  Any
overdue principal of or interest on any Eurocurrency Loan shall, at the option
of the Required Lenders, bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 2% plus the Eurocurrency Margin
for such day plus the Eurocurrency Rate for one day deposits in Dollars in an
amount approximately equal to such overdue payment (or, if the circumstances
described in clause (a) or (b) of Section 8.01 shall exist,
at a rate per annum equal to the sum of 2% plus the rate applicable to Base
Rate Loans for such day).


 


(d)                                 Swing
Line Loans shall bear interest at a fluctuating rate per annum equal to the
Base Rate plus any applicable Base Rate Margin.  Interest on the Swing Line Loans shall be
payable quarterly in arrears on the last Business Day of each calendar quarter,
and in any event on the Five-Year Maturity Date.  Any overdue principal of or interest on any
Swing Line Loan shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the sum of the Base Rate plus any
applicable Base Rate Margin plus 2% per annum for such day.


 


(e)                                  The
Administrative Agent shall determine in accordance with the provisions of this
Agreement each interest rate applicable to the Loans hereunder.  The Administrative Agent shall give prompt
notice to the Company and the participating Lenders of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.


 


2.10         Administrative Agency Fees.  On the date hereof and on the Effective Date,
the Borrowers shall pay to the Administrative Agent certain administrative
agency fees in the amounts set forth in the Fee Letter.


 


2.11         Upfront Fees. 
On the Effective Date, the Borrowers shall pay to the Administrative
Agent for the account of each Lender non-refundable upfront fees in the amounts
set forth in the Fee Letter and heretofore advised to each Lender by the
Administrative Agent.


 


2.12         Facility Fees. 
The Borrowers shall pay to the Administrative Agent for the ratable
account of the Revolving Lenders, a fee, calculated daily, equal to, for any
given day, (i) the Applicable Facility Fee Rate in effect on such day times (ii) the Aggregate
Revolving


 


42

















 


Commitments in effect on such
day (whether drawn or undrawn), divided  by (iii) 360.  Such fees shall accrue at all times during
the period to the repayment in full of the Revolving Outstandings and the
termination of the Aggregate Revolving Commitments, including at any time
during which one or more of the conditions in Article III is not met, and
shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date
to occur after the Effective Date, and on the Five-Year Maturity Date and, when
paid, shall be non-refundable.  The
facility fees shall be calculated quarterly in arrears, and if there is any
change in the Applicable Facility Fee Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Facility Fee Rate
separately for each period during such quarter that such Applicable Facility
Fee Rate was in effect.


 


2.13         Letter of Credit Fees.  The Borrowers shall pay (i) to the
Administrative Agent for the ratable account of each of the Revolving Lenders a
Letter of Credit fee accruing daily on the maximum aggregate amount available
for drawing under all Letters of Credit at the L/C Fee Rate applicable from
time to time, and (ii) directly to the Issuing Lender for its own account
a Letter of Credit fronting fee accruing daily on the aggregate amount then
available for drawing under all Letters of Credit issued by the Issuing Lender
at a rate per annum set forth in the Fee Letter.  Letter of Credit fees shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and
December, and upon the date of termination of the Revolving Commitments in
their entirety and, when paid, are non-refundable.


 


2.14         Optional Termination or Reduction of Revolving
Commitments by the Borrowers.  During
the Revolving Credit Period, the Borrowers may, upon at least five Business
Days’ notice to the Administrative Agent, (i) terminate the Revolving
Commitments at any time, if no Revolving Loans, Swing Line Loans or Letter of
Credit Liabilities are outstanding at such time or (ii) ratably and
permanently reduce from time to time by an aggregate amount of US$25,000,000 or
any larger amount in multiples of US$1,000,000, the aggregate amount of the
Revolving Commitments in excess of the sum of the aggregate outstanding
principal balance of the Revolving Loans and the Swing Line Loans, plus the
aggregate amount of Letter of Credit Liabilities, plus the Alternative Currency
Reserve.  The Administrative Agent will
promptly notify the Revolving Lenders of any such notice of termination or
reduction of the Revolving Commitments.


 


2.15         Optional Termination of Commitments by the Lenders.  Following the occurrence of a Change of
Control, the Required Lenders may, in their sole and absolute discretion,
elect, during the sixty day period immediately subsequent to the later  of
(a) such occurrence and (b) the earlier of (i) receipt of
the Company’s written notice to the Administrative Agent of such occurrence and
(ii) if no such notice has been received by the Administrative Agent, the
date upon which the Administrative Agent and the Lenders have actual knowledge
thereof, to terminate all of the Commitments. 
In any such case the Commitments shall be terminated effective on the
date which is sixty days subsequent to the date of written notice from the
Administrative Agent to the Company thereof, and (a) to the extent that
there is then any Debt outstanding under this Agreement (including the
Revolving Loans, the Term A Loans and the Term B Loans), the same shall be
immediately due and payable, and (b) the Borrowers shall either cause the
return or termination of all Letters of Credit or provide cash collateral for
all outstanding Letters of Credit.


 


43

















 


2.16                           Scheduled
Termination of Revolving Commitments; Repayment of Loans; Amortization of Term
B Loan.


 


(a)                                  The
Revolving Commitments shall terminate on the Five-Year Maturity Date and any
Revolving Loans then outstanding (together with accrued interest thereon) shall
be due and payable on such date.


 


(b)                                 The
aggregate unpaid principal amount of Term A Loans (together with accrued
interest thereon) shall be repaid in full on the Five-Year Maturity Date.


 


(c)                                  On
each Quarterly Payment Date, commencing with the Quarterly Payment Date
occurring on June 30, 2006, the Borrowers shall repay the Term B Loans in
the Term B Loan Amortization Amount.  The
aggregate unpaid principal amount of Term B Loans (together with accrued
interest thereon) shall be repaid in full on the Seven-Year Maturity Date.


 


2.17                           Prepayments.


 


(a)                                  Optional
Prepayments.  Subject in the case of
any Eurocurrency Borrowing to Section 2.19, the Borrowers may, (i) upon
at least one Business Day’s notice to the Administrative Agent, prepay any Base
Rate Borrowing, (ii) upon at least three Business Days’ notice to the
Administrative Agent, with respect to any Eurocurrency Borrowing denominated in
Dollars, prepay any such Eurocurrency Borrowing, or (iii) upon at least
three Business Days’ notice (or five, in the case of prepayment of Loans
denominated in Special Notice Currencies) to the Administrative Agent, with
respect to any Eurocurrency Borrowing denominated in Alternative Currencies,
prepay any such Eurocurrency Borrowing, in each case in whole at any time, or
from time to time in part in amounts aggregating US$10,000,000 or any larger
multiple of US$1,000,000, by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment.  Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Lenders included in such
Borrowing.  Upon receipt of a notice of
optional prepayment pursuant to this Section 2.17(a), the Administrative
Agent shall promptly notify each Lender of the contents thereof and of such
Lender’s ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrowers.


 


(b)                                 Mandatory
Prepayments.


 


(i)            If the Administrative Agent notifies the Company
at any time that the Dollar Equivalent of the Revolving Outstandings at such
time exceeds an amount equal to 100% of the Aggregate Revolving Commitments
then in effect, then, within one Business Day after receipt of such notice, the
Borrowers shall prepay Revolving Loans and/or cash collateralize the L/C
Obligations in an aggregate amount sufficient to reduce such Outstanding Amount
as of such date of payment to an amount not to exceed 100% of the Aggregate
Revolving Commitments then in


 


44

















 


effect;
provided, however, that the Borrowers shall not be required to
cash collateralize the L/C Obligations pursuant to this Section 2.17(b)(i) unless
after the prepayment in full of the Revolving Loans, the Letter of Credit
Liabilities exceed the Aggregate Revolving Commitments then in effect.  The Administrative Agent may, at any time and
from time to time after the initial deposit of such cash collateral, request
that additional cash collateral be provided in order to protect against the
results of exchange rate fluctuations.


 


(ii)           (A) If the Administrative Agent notifies the
Borrowers at any time that the Dollar Equivalent of the Outstanding Amount of
all Revolving Loans denominated in Alternative Currencies at such time exceeds
an amount equal to 105% of the Alternative Currency Sublimit then in effect
then, within one Business Day after receipt of such notice, the Borrowers shall
prepay Revolving Loans in an aggregate amount sufficient to reduce such
Outstanding Amount as of such date of payment to an amount not to exceed 100%
of the Alternative Currency Sublimit then in effect.  (B) If the Administrative Agent notifies
the Borrowers at any time that the Dollar Equivalent of the Outstanding Amount
of all Loans denominated in Swedish Kronor at such time exceeds an amount equal
to 105% of the Kronor Sublimit then in effect, then, within one Business Day
after receipt of such notice, the Borrowers shall prepay Revolving Loans in an
aggregate amount sufficient to reduce such Outstanding Amount as of such date
of payment to an amount not to exceed 100% of the Kronor Sublimit then in
effect.


 


(iii)          The Borrowers shall prepay the Outstanding Amount of
the Loans on the date of the receipt thereof, by an amount which is equal to
100% of the Net Cash Proceeds received by the Company or any of its
Subsidiaries from each Designated Property Disposition.  Each prepayment made pursuant to this Section shall
be applied (A) first, to the Term A Loans (ratably to the Term A Loans
which are denominated in the currency in which such Net Cash Proceeds are
denominated until paid in full, and then to the other Term A Loans, ratably,
until all of the Term A Loans are paid in full), (B) second, ratably to
the Term B Loans, (C) third, ratably to the outstanding Revolving Loans, (D) fourth,
to outstanding Swing Line Loans and (E) fifth, to cash collateralize
Letters of Credit; provided that the application of payments with
respect to clauses (C), (D) and (E) above shall not reduce the
Aggregate Revolving Commitments or the amount available for borrowing
thereunder unless a Default or Event of Default then exists.  Each Lender may in its sole discretion waive
any prepayment due to that Lender under this clause (iii) without the
approval of any other Lender, provided however that (A) this sentence
shall not be construed in derogation of the right of the Borrowers to
voluntarily prepay the Loans, (B) to the extent that any Lender waives any
prepayment under this clause (iii) the prepayment so waived shall not be
required to be applied to the other Obligations hereunder, and (C) in
respect of an


 


45

















 


amount of the applicable
Loans equal to the waived prepayment, the applicable Lender shall be deemed to
have waived any further right to prepayments under this clause (iii).


 


(c)           Each prepayment of the Term B Loans shall
be applied to installments due in the inverse order of their respective
maturities.


 


2.18         General Provisions as to Payments.


 


(a)           All payments to be made by the Borrowers
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except with respect to principal of and interest on Loans
denominated in an Alternative Currency, the Borrowers shall make each payment
of principal of, and interest on, Loans and Letter of Credit Liabilities and of
fees hereunder, in Dollars not later than 11:00 A.M. (California local
time) on the date when due, in federal or other immediately available funds, to
the Administrative Agent at its address referred to in Section 9.01,
without offset or counterclaim. All payments by the Borrowers hereunder with
respect to principal and interest on Loans denominated in an Alternative
Currency shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s office in such Alternative Currency and in immediately
available funds not later than the Applicable Time specified by the
Administrative Agent on the dates specified herein. Without limiting the
generality of the foregoing, the Administrative Agent may require that any
payments due under this Agreement be made in the United States. If, for any
reason, any Borrower is prohibited by any Law from making any required payment
hereunder in an Alternative Currency, such Borrower shall make such payment in
Dollars in the Dollar Equivalent of the Alternative Currency payment amount,
and the Administrative Agent will promptly distribute to each Lender its
ratable share of each such payment received by the Administrative Agent for the
account of the Lenders, in Dollars and in the type of funds received by the
Administrative Agent. Whenever any payment of principal of, or interest on, the
Base Rate Loans or Letter of Credit Liabilities or of fees shall be due on a
day which is not a Business Day, the date for payment thereof shall be extended
to the next succeeding Business Day. Whenever any payment of principal of, or
interest on, the Eurocurrency Loans shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case the date for payment thereof shall be the immediately
preceding Business Day. If the date for any payment of principal is extended by
operation of law or otherwise, interest thereon shall be payable for such
extended time.


 


(b)           Unless the Administrative Agent shall
have received notice from the Borrowers prior to the date on which any payment
is due to the Lenders hereunder that the Borrowers will not make such payment
in full, the Administrative Agent may assume that the Borrowers have made such
payment in full to the Administrative Agent on such date and the Administrative
Agent may, in reliance upon such


 


46

















 


assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent that the Borrowers shall not have so made
such payment, each Lender shall repay to the Administrative Agent forthwith on
demand such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender until the
date such Lender repays such amount to the Administrative Agent, at the Federal
Funds Rate (or, in the case of any loan to be funded in any Alternative
Currency as to which market practice differs from the foregoing, in accordance
with such market practice).


 


2.19         Funding Losses .If the Borrowers make any payment of
principal with respect to any Eurocurrency Loan (pursuant to Article VI or
VIII or otherwise) on any day other than the last day of the Interest Period
applicable thereto, or if the Borrowers fail to borrow any Eurocurrency Loans
after notice has been given to any Lender in accordance with
Section 2.07(a), the Borrowers shall reimburse each applicable Lender
within 15 days after demand for any resulting loss or expense incurred by it,
including any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after any such
payment or failure to borrow, provided that such Lender shall have delivered to
the Borrowers a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.


 


2.20         Computation of Interest and Fees. Interest based on the Base Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year) and
paid for the actual number of days elapsed (including the first day but
excluding the last day). All other interest and all fees hereunder shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed (including the first day but excluding the last day), or, in the
case of interest in respect of Loans denominated in Alternative Currencies as to
which market practice differs from the foregoing, in accordance with such
market practice.


 


2.21         Taxes.


 


(a)           Any and all payments by or on account of
any obligation of the Borrowers hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if the Borrowers shall be
required by applicable law to deduct any Indemnified Taxes (including any Other
Taxes) from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent, Lender or Issuing Lender, as the case may be, receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrowers shall make such deductions and (iii) the Borrowers shall timely
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.


 


(b)           Without limiting the provisions of
subsection (a) above, the Borrowers shall timely pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.


 


47

















 


(c)           The Borrowers shall indemnify the
Administrative Agent, each Lender and the Issuing Lender, within ten days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the Issuing Lender, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrowers by a Lender or the Issuing Lender (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Lender, shall be conclusive absent manifest error.


 


(d)           As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental
Authority, the Borrowers shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(e)           Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which any Borrower is resident for tax purposes, or any treaty
to which such jurisdiction is a party, with respect to payments hereunder or
under any other Loan Document shall deliver to such Borrower (with a copy to
the Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by such Borrower or the Administrative Agent, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate
of withholding. In addition, any Lender, if requested by any Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by such Borrower or the Administrative
Agent as will enable such Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements.


 


Without limiting the generality of the foregoing, in
the event that any Borrower is resident for tax purposes in the United States,
any Foreign Lender shall deliver to such Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the request of such Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:


 


(i)            duly completed copies of Internal Revenue
Service Form W-8BEN claiming eligibility for benefits of an income tax treaty
to which the United States is a party;


 


48

















 


(ii)           duly completed copies of Internal Revenue
Service Form W-8ECI;


 


(iii)          in the case of a Foreign Lender claiming
the benefits of the exemption for portfolio interest under section 881(c)
of the Internal Revenue Code, (x) a certificate to the effect that such
Foreign Lender is not (A) a “bank” within the meaning of
section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10
percent shareholder” of such Borrower within the meaning of
section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled
foreign corporation” described in section 881(c)(3)(C) of the Internal
Revenue Code and (y) duly completed copies of Internal Revenue Service
Form W-8BEN; or


 


(iv)          any other form prescribed by applicable
law as a basis for claiming exemption from or a reduction in United States
Federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable law to permit such Borrower to
determine the withholding or deduction required to be made.


 


Without limiting the obligations of the Lenders set
forth above regarding delivery of certain forms and documents to establish each
Lender’s status for U.S. withholding tax purposes, each Lender agrees promptly
to deliver to the Administrative Agent or the Company, as the Administrative
Agent or the Company shall reasonably request, on or prior to the Effective
Date, and in a timely fashion thereafter, such other documents and forms
required by any relevant taxing authorities under the Laws of any other
jurisdiction, duly executed and completed by such Lender, as are required under
such Laws to confirm such Lender’s entitlement to any available exemption from,
or reduction of, applicable withholding taxes in respect of all payments to be
made to such Lender outside of the U.S. by the Borrowers pursuant to this
Agreement or otherwise to establish such Lender’s status for withholding tax
purposes in such other jurisdiction. Each Lender shall promptly (i) notify
the Administrative Agent of any change in circumstances which would modify or
render invalid any such claimed exemption or reduction, and (ii) take such
steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws of any such jurisdiction that any Borrower make any deduction or
withholding for taxes from amounts payable to such Lender. Additionally, each
of the Borrowers shall promptly deliver to the Administrative Agent or any
Lender, as the Administrative Agent or such Lender shall reasonably request, on
or prior to the Effective Date, and in a timely fashion thereafter, such
documents and forms required by any relevant taxing authorities under the Laws
of any jurisdiction, duly executed and completed by such Borrower, as are
required to be furnished by such Lender or the Administrative Agent under such
Laws in connection with any payment by the Administrative Agent or any Lender
of Taxes or Other Taxes, or otherwise in connection with the Loan Documents,
with respect to such jurisdiction.


 


49

















 


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


 


2.22         Letters of Credit.


 


(a)           Subject to the terms and conditions
hereof, and in reliance upon the agreements of the Revolving Lenders set forth
in this Section 2.22, the Issuing Lender agrees to issue Letters of Credit
hereunder upon the request of the Company, in Dollars or in Alternative
Currencies which are acceptable to the Issuing Lender, at any time and from
time to time before the tenth day before the Five-Year Maturity Date; provided
that, immediately after each Letter of Credit is issued, (i) the aggregate
Outstanding Amount of the Letter of Credit Liabilities shall not exceed the
Letter of Credit Commitment, and (ii) the aggregate principal amount of
the Revolving Outstandings shall not exceed the Aggregate Revolving
Commitments; provided further that the availability of the Aggregate
Revolving Commitments at any time for the making of Loans and the issuance of
Letters of Credit shall be reduced by the amount of the Alternative Currency
Reserve. Upon the date of issuance of a Letter of Credit, the Issuing Lender
shall be deemed, without further action by any party hereto, to have sold to
each Revolving Lender, and each Revolving Lender shall be deemed, without
further action by any party hereto, to have purchased from the Issuing Lender,
a participation in such Letter of Credit and the related Letter of Credit
Liabilities in the proportion their respective Revolving Commitments bear to
the Aggregate Revolving Commitments. As of the date hereof, the Borrowers have
requested that the Existing Letters of Credit be deemed issued hereunder
effective as of the Effective Date. On the Effective Date, the Existing Letters
of Credit shall be deemed issued hereunder as Letters of Credit hereunder, each
“Issuing Lender” under the Existing Credit Facility shall be deemed to have
released each lender under the Existing Credit Facility from their
participations therein, and each Revolving Lender hereunder shall be


 


50

















 


deemed to have thereby
purchased a ratable participation in each Existing Letter of Credit in the
manner set forth above in this Section.


 


(b)           The Borrowers shall give the Issuing
Lender notice, with a copy to the Administrative Agent, at least five days
prior to the requested issuance of a Letter of Credit specifying the date such
Letter of Credit is to be issued, and describing the terms of such Letter of
Credit (including the currency thereof) and the nature of the transactions to
be supported thereby (such notice, including any such notice given in
connection with the extension of a Letter of Credit, a “Notice of Issuance”)
and shall concurrently submit to the Issuing Lender a Letter of Credit
Application. Upon receipt of a Notice of Issuance, the Issuing Lender shall
promptly notify the Administrative Agent. The Administrative Agent shall
provide each of the Revolving Lenders with a quarterly activity report in
respect of the Letters of Credit, and will also promptly provide each Revolving
Lender with such other information as it may request regarding the then
effective Letters of Credit. The issuance by the Issuing Lender of each Letter
of Credit shall, in addition to the conditions precedent set forth in
Article III, be subject to the conditions precedent that such Letter of
Credit shall be in such form and contain such terms as shall be satisfactory to
the Issuing Lender and that the Borrowers shall have executed and delivered
such other instruments and agreements relating to such Letter of Credit as the
Issuing Lender shall have reasonably requested. The Borrowers shall also pay to
the Issuing Lender for its own account issuance, drawing, amendment and
extension charges in the amounts and at the times as agreed between the
Borrowers and the Issuing Lender. The extension or renewal of any Letter of
Credit shall be deemed to be an issuance of such Letter of Credit, provided
that even if the Issuing Lender does not receive a Notice of Issuance, unless
the Issuing Lender has notice of any Default or Event of Default, the Issuing
Lender may (but shall not be required to) permit the automatic extension of
such Letter of Credit without the requirement of such notice. No Letter of
Credit shall have a term extending or be so extendible beyond the fifth
Business Day preceding the Five-Year Maturity Date.


 


(c)           Upon receipt from the beneficiary of any
Letter of Credit of any notice of a drawing under such Letter of Credit, the
Issuing Lender shall notify the Administrative Agent and the Administrative
Agent shall promptly notify the Company and each other Revolving Lender as to
the amount to be paid as a result of such demand or drawing (which in the case
of the notice to each other Revolving Lender shall be expressed in Dollars in
the amount of the Dollar Equivalent with respect to a Letter of Credit
denominated in an Alternative Currency) and the payment date. The Borrowers
shall be irrevocably and unconditionally obligated forthwith to reimburse the
Issuing Lender for any amounts paid by the Issuing Lender upon any drawing
under any Letter of Credit, without presentment, demand, protest or other formalities
of any kind. In the case of a Letter of Credit denominated in an Alternative
Currency, the Borrowers shall reimburse the Issuing Lender in Dollars. In the
case of any such reimbursement in Dollars of a drawing under a Letter of Credit
denominated in an Alternative Currency, the Issuing Lender shall notify the
Company of the Dollar Equivalent


 


51

















 


of the amount of the drawing
promptly following the determination thereof. All such amounts paid by the Issuing
Lender and remaining unpaid by the Borrowers shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the sum of 2% plus
the rate applicable to Base Rate Loans for such day. In addition, each
Revolving Lender will pay to the Administrative Agent, for the account of the
Issuing Lender, in Dollars, at the Administrative Agent’s office for
Dollar-denominated payments, immediately upon the Issuing Lender’s demand at
any time during the period commencing after such drawing until reimbursement
therefor in full by the Borrowers, an amount equal to that Revolving Lender’s
ratable share of such drawing (in proportion to its participation therein),
together with interest on such amount for each day from the date of the Issuing
Lender’s demand for such payment (or, if such demand is made after
9:00 A.M. (California local time) on such date, from the next succeeding
Business Day) to the date of payment by that Revolving Lender of such amount at
a rate of interest per annum equal to the Federal Funds Rate. The Issuing
Lender will promptly pay to the Administrative Agent for the account of each
Revolving Lender ratably all amounts received from the Borrowers for
application in payment of its reimbursement obligations in respect of any
Letter of Credit, but only to the extent that Revolving Lender has made payment
to the Issuing Lender in respect of such Letter of Credit pursuant hereto.


 


(d)           The obligations of the Borrowers and each
Revolving Lender under subsection (c) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under all circumstances whatsoever, including
without limitation the following circumstances:


 


(i)            any lack of validity or enforceability of
such Letter of Credit, this Agreement, or any other Loan Document;


 


(ii)           the existence of any claim, counterclaim,
setoff, defense or other right that the Borrowers or any Subsidiary may have at
any time against any beneficiary or any transferee of such Letter of Credit (or
any Person for whom any such beneficiary or any such transferee may be acting),
the Issuing Lender or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or
any agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)          any draft, demand, certificate or other
document presented under such Letter of Credit proving to be forged, fraudulent
or invalid in any respect or any statement therein being untrue or inaccurate
in any respect; or any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under such Letter of Credit;


 


(iv)          any payment by the Issuing Lender under
such Letter of Credit against presentation of a draft or certificate that does
not strictly comply with the terms of such Letter of Credit; or any payment
made by


 


52

















 


the Issuing Lender under
such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law;


 


(v)           any adverse change in the relevant
exchange rates or in the availability of the relevant Alternative Currency to
the Company or any Subsidiary or in the relevant currency markets generally; or


 


(vi)          any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Borrowers or any Subsidiary.


 


(e)           The Borrowers hereby indemnify and hold
harmless each Revolving Lender (including the Issuing Lender) and the
Administrative Agent from and against any and all claims, damages, losses,
liabilities, costs or expenses which that Revolving Lender or the
Administrative Agent may incur (including, without limitation, any claims,
damages, losses, liabilities, costs or expenses which the Issuing Lender may
incur by reason of or in connection with the failure of any other Revolving
Lender to fulfill or comply with its obligations to the Issuing Lender
hereunder (but nothing herein contained shall affect any rights the Borrowers
may have against such defaulting Revolving Lender)), and none of the Lenders
(including the Issuing Lender) nor the Administrative Agent nor any of their
officers or directors or employees or agents shall be liable or responsible, by
reason of or in connection with the execution and delivery or transfer of or
payment or failure to pay under any Letter of Credit, including without
limitation any of the circumstances enumerated in subsection (d) above, as
well as (i) any error, omission, interruption or delay in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise,
(ii) any error in interpretation of technical terms, (iii) any loss
or delay in the transmission of any document required in order to make a
drawing under a Letter of Credit, (iv) any consequences arising from
causes beyond the control of the Issuing Lender, including without limitation
any government acts, or any other circumstances whatsoever in making or failing
to make payment under such Letter of Credit; provided that the Borrowers
shall not be required to indemnify the Issuing Lender for any claims, damages,
losses, liabilities, costs or expenses, and the Borrowers shall retain any
claim for damages suffered by it, to the extent found by a court of competent
jurisdiction to have been caused by (x) the willful misconduct or gross
negligence of the Issuing Lender, (y) the Issuing Lender’s failure to pay
under any Letter of Credit after the presentation to it of a draft strictly
complying with the terms and conditions of the Letter of Credit. Nothing in
this subsection (e) is intended to limit the obligations of the Borrowers
under any other provision of this Agreement. To the extent the Borrowers do not
indemnify the Issuing Lender as required by this subsection, the Revolving
Lenders agree to do so ratably in accordance with their Revolving Commitments.


 


53

















 


(f)            Unless otherwise expressly agreed by the
Issuing Lender and the Borrowers when a Letter of Credit is issued,
(i) the rules of the ISP 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 commercial Letter of Credit.


 


(g)           The Issuing Lender shall not be under any
obligation to issue any Letter of Credit if:


 


(i)            any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the Issuing Lender from issuing such Letter of Credit, or any Law
applicable to the Issuing Lender or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over
the Issuing Lender shall prohibit, or request that the Issuing Lender refrain
from, the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon the Issuing Lender with respect to such Letter
of Credit any restriction, reserve or capital requirement (for which the
Issuing Lender is not otherwise compensated hereunder) not in effect on the
date hereof, or shall impose upon the Issuing Lender any unreimbursed loss,
cost or expense which was not applicable on the date hereof and which the
Issuing Lender in good faith deems material to it;


 


(ii)           such Letter of Credit is to be
denominated in a currency other than Dollars or an Alternative Currency;


 


(iii)          the Issuing Lender does not, as of the
issuance date of such requested Letter of Credit issue Letters of Credit in the
requested currency;


 


(iv)          a default of any Revolving Lender’s
obligations to fund under Section 2.22(c) exists or any Revolving Lender
is at such time a Defaulting Lender hereunder, unless the Issuing Lender has
entered into satisfactory arrangements with the Company or that Revolving
Lender to eliminate the Issuing Lender’s risk with respect to that Revolving
Lender.


 


(h)           Each Revolving Lender and the Borrowers
agree that, in paying any drawing under a Letter of Credit, the Issuing Lender
shall not have any responsibility to obtain any document (other than any sight
draft, certificates and documents expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such document
or the authority of the Person executing or delivering any such document. None
of the Issuing Lender, the Administrative Agent, any of their respective
Related Parties nor any correspondent, participant or assignee of the Issuing
Lender shall be liable to any Revolving Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the
Revolving Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or


 


54

















 


willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Issuer Document. The
Borrowers hereby assume all risks of the acts or omissions of any beneficiary
or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude the Borrowers’ pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the Issuing Lender, the Administrative Agent, any of their respective
Related Parties nor any correspondent, participant or assignee of the Issuing
Lender shall be liable or responsible for any of the matters described in
clauses (i) through (vi) of Section 2.22(d); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrowers
may have a claim against the Issuing Lender, and the Issuing Lender may be
liable to the Borrowers for damages suffered by the Borrowers which were caused
by the Issuing Lender’s willful misconduct or gross negligence or the Issuing
Lender’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the Issuing Lender may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the Issuing Lender shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.


 


(i)            Notwithstanding that a Letter of Credit
issued or outstanding hereunder is in support of any obligations of, or is for
the account of, a Subsidiary, the Borrowers shall be obligated to reimburse the
Issuing Lender hereunder for any and all drawings under such Letter of Credit. The
Borrowers hereby acknowledge that the issuance of Letters of Credit for the
account of Subsidiaries inures to the benefit of the Borrowers, and that the
Borrowers’ businesses derive substantial benefits from the businesses of such
Subsidiaries.


 


2.23         Reserves on Eurocurrency Loans. Each Lender may require the Borrowers
to pay, contemporaneously with each payment of interest on the Eurocurrency
Loans, additional interest on the related Eurocurrency Loan of such Lender at a
rate per annum determined by such Lender up to but not exceeding the excess of
(i) (A) the applicable Eurocurrency Rate divided by (B) one
minus the Eurocurrency Reserve Percentage over (ii) the applicable
Eurocurrency Rate. Any Lender wishing to require payment of such additional
interest (x) shall so notify the Borrowers and the Administrative Agent,
in which case such additional interest on the Eurocurrency Loans of such Lender
shall be payable to such Lender at the place indicated in such notice with respect
to each Interest Period commencing at least three Business Days after the
giving of such notice and (y) shall notify the Borrowers at least five
Business Days prior to each date on which interest is payable on the
Eurocurrency Loans of the amount then due it under this Section.


 


55

















 


2.24         Increased Commitments; Additional Lenders.


 


(a)           Provided there exists no Default or Event
of Default, from time to time following the Effective Date, the Borrowers may,
from time to time, increase the aggregate amount of the Overall Commitments in
accordance with this Section (and any such increase may be in one or more
Currencies). The aggregate principal amount of the increases to the Commitments
made pursuant to this Section (the amount of any such increase, the “Increased
Commitments”) shall not exceed the equivalent, determined as of the date of
such increase, of US$500,000,000. The Borrowers may request that any such
increase consist of increases to the Aggregate Revolving Commitments, the
Aggregate Term A Loan Commitments or the Aggregate Term B Loan Commitments or a
combination thereof. The Borrowers shall provide at least 30 days’ notice to
the Administrative Agent (or such shorter prior notice as the Administrative
Agent may agree to accept) of any request to increase the Commitments. The
Borrowers may designate any Lender (with the consent of such Lender, which may
be given or withheld in its sole discretion) or another Person that qualifies
as an Eligible Assignee (which may be, but need not be, one or more of the
existing Lenders) which at the time agrees to (i) in the case of any such
designated Lender that is an existing Lender, increase its Commitment and
(ii) in the case of any other such Person (an “Additional Lender”), become
a party to this Agreement. The sum of the increases in the Commitments of the
existing Lenders pursuant to this subsection (a) plus the Commitments of
the Additional Lenders shall not in the aggregate exceed the unsubscribed
amount of the Increased Commitments.


 


(b)           An increase in the aggregate amount of
the Overall Commitments pursuant to this Section 2.24 shall become
effective upon the receipt by the Administrative Agent of an agreement in form
and substance satisfactory to the Administrative Agent signed by the Borrowers,
by each Additional Lender and by each other Lender whose Commitment is to be
increased, setting forth the new Commitments of such Lenders and setting forth
the agreement of each Additional Lender to become a party to this Agreement and
to be bound by all the terms and provisions hereof, together with such evidence
of appropriate corporate authorization on the part of the Borrowers with
respect to the Increased Commitments, such reaffirmations of the Loan
Documents, such opinions of counsel to the Loan Parties with respect to the
Increased Commitments and such other assurances, certificates, documents or
consents as the Administrative Agent may reasonably request.


 


2.25         Joint and Several Liability of Borrowers.


 


(a)           Each Borrower is accepting joint and
several liability hereunder and under the other Loan Documents in consideration
of the financial accommodations to be provided by the Lenders under this
Agreement, for the mutual benefit, directly and indirectly, of each Borrower
and in consideration of the undertakings of the other Borrowers to accept joint
and several liability for the extensions of credit hereunder.


 


56

















 


(b)           Each Borrower, jointly and severally,
hereby irrevocably and unconditionally accepts, not merely as a surety but also
as a co-debtor, joint and several liability with the other Borrowers, with
respect to the payment and performance of any and all of the obligations owing
to the Lenders and the Administrative Agent hereunder and under the other Loan
Documents.


 


(c)           The obligations of each Borrower under
the provisions of this Section 2.25 constitute the absolute and
unconditional, full recourse obligations of each Borrower enforceable against
each Borrower to the full extent of its properties and assets, irrespective of
the validity, regularity or enforceability of this Agreement or any other
circumstances whatsoever.


 


(d)           The provisions of this Section 2.25
are made for the benefit of the Administrative Agent and the Lenders and their
respective successors and assigns, and may be enforced by it or them from time
to time against any or all Borrowers as often as occasion therefor may arise
and without requirement on the part of the Administrative Agent, any Lender, or
successor or assign first to marshal any of its or their claims or to exercise
any of its or their rights against any Borrower or to exhaust any remedies
available to it or them against any Borrower or to resort to any other source
or means of obtaining payment hereunder or to elect any other remedy. The
provisions of this Section 2.25 shall remain in effect until all of the
obligations of the Borrowers now or hereafter existing under this Agreement or
any other Loan shall have been paid in full or otherwise fully satisfied. If at
any time, any payment, or any part thereof, made hereunder, is rescinded or
must otherwise be restored or returned by the Administrative Agent or any
Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or
otherwise, the provisions of this Section 2.25 will forthwith be
reinstated in effect, as though such payment had not been made.


 


(e)           Each Borrower hereby agrees that it will
not enforce any of its rights of subrogation with respect to any payments made
by it to the Administrative Agent or the Lenders or any collateral security
therefor until such time as all of the Loans and Letter of Credit Liabilities
(and accrued interest thereon) have been paid in full in cash. Any claim which
any Borrower may have against any other Borrower with respect to any payments
to the Administrative Agent or any Lender hereunder or under any other Loan
Documents are hereby expressly made subordinate and junior in right of payment
to the prior payment in full in cash of all of the obligations of the Borrowers
now or hereafter existing under this Agreement or any other Loan Document and,
in the event of any insolvency, bankruptcy, receivership, liquidation,
reorganization or other similar proceeding under the laws of any jurisdiction
relating to any Borrower, its debts or its assets, whether voluntary or
involuntary, all obligations of the Borrowers now or hereafter existing under
this Agreement or any other Loan Document shall be paid in full in cash before
any payment or distribution of any character, whether in cash, securities or
other property, shall be made to any other Borrower therefor.


 


57

















 


ARTICLE
3


CONDITIONS


 


3.01         Borrowings and Issuances of Letters of
Credit. The obligation
of any Lender to make a Loan on the occasion of any Borrowing, the obligation
of the Issuing Lender to issue (or renew or extend the term of) any Letter of
Credit and the obligation of the Swing Line Lender to make any Swing Line Loan
are each subject to the satisfaction of the following conditions:


 


(a)           receipt by the Administrative Agent of a
Notice of Borrowing as required by Section 2.04, or receipt by the Issuing
Lender of a Notice of Issuance as required by Section 2.22(b), as the case
may be;


 


(b)           immediately before and after such
Borrowing or issuance of a Letter of Credit, no Default or Event of Default
shall have occurred and be continuing;


 


(c)           the representations and warranties of the
Borrowers contained in this Agreement shall be true on and as of the date of
such Borrowing or issuance of such Letter of Credit, provided that in
the case of the initial Loans and Letters of Credit to be issued hereunder on
the Effective Date, only those representations and warranties set forth on
Schedule 7 shall be required to be true and correct; and


 


(d)           In the case of a credit extension to be
denominated in an Alternative Currency, there shall not have occurred any
change in national or international financial, political or economic conditions
or currency exchange rates or exchange controls which in the reasonable opinion
of the Administrative Agent, the Required Lenders (in the case of any Loans to
be denominated in an Alternative Currency) or the Issuing Lender (in the case
of any Letter of Credit to be denominated in an Alternative Currency) would
make it impracticable for such credit extension to be denominated in the
relevant Alternative Currency.


 


Each Borrowing and issuance of a Letter of Credit
hereunder shall be deemed to be a representation and warranty by the Borrowers
on the date of such Borrowing or issuance as to the facts specified in clauses
(b) and (c) of this Section.


 


3.02         Effective Date As conditions precedent to the Effective
Date and the making of the initial Loans, Swing Line Loans and Letters of
Credit hereunder, each of the following conditions shall have been satisfied
(or waived in accordance with Section 9.04):


 


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


 


(b)           receipt by the Administrative Agent of
(i) a duly executed Revolving Note for the account of each Revolving
Lender, (ii) a duly executed Term A Loan Note for the account of each Term
A Loan Lender, (iii) a duly executed Term B Loan Note for the account of
each Term B Loan Lender and (iv) the duly executed Swing Line


 


58

















 


Note for the account of the
Swing Line Lender, each dated as of the Effective Date (in each case only to
the extent that a Lender has requested the issuance of such a Note or Notes
pursuant to Section 2.08 prior to the Effective Date);


 


(c)           receipt by the Administrative Agent of
(i) the Domestic Guaranty, (ii) the Foreign Guaranty, and
(iii) the Stock Pledge Agreement, each duly executed by the parties
thereto, dated as of the Effective Date;


 


(d)           receipt by the Administrative Agent of
executed counterparts of the Collateral Agent Agreement, together with evidence
that the Collateral Agent has received or shall concurrently with the Effective
Date receive for the ratable benefit of the Lenders and the holders of the
Company Public Debt in accordance with the terms of the Collateral Agent and
Intercreditor Agreement, to the extent certificated, certificates evidencing
100% of the capital stock or other equity interests in the Material Domestic
Subsidiaries and UK Acquisition (in each case, together with undated stock
powers executed in blank), and in the case of the Co-Borrower, authorization to
file appropriate financing statements in Delaware;


 


(e)           the Administrative Agent shall be
satisfied that the Liens in favor of the Collateral Agent in the Stock of each
of the Material Domestic Subsidiaries, the Co-Borrower and UK Acquisition shall
be perfected and first priority Liens;


 


(f)            receipt by the Administrative Agent of
legal opinions of Gibson, Dunn & Crutcher, LLP substantially in the form of
Exhibit K and L and of special Luxembourg counsel to the Borrowers,
substantially in the form of Exhibit M hereto;


 


(g)           receipt by the Administrative Agent of
all documents it may reasonably request relating to the existence of the
Borrowers and the Material Domestic Subsidiaries, the corporate authority for
and the validity of the Loan Documents, and any other matters relevant thereto;


 


(h)           receipt by the Administrative Agent of
evidence acceptable to the Administrative Agent that the Co-Borrower, the
Foreign Guarantors and the Material Domestic Subsidiaries have each executed
and delivered guaranties in respect of the Public Debt, in a form acceptable to
the Administrative Agent and in any event providing for the automatic and
concurrent release of such guarantees (other than the guarantee executed by the
Co-Borrower) on the Release Date;


 


(i)            a certificate of an authorized officer of
the Company attaching a copy of the executed Sale and Purchase Agreement;


 


(j)            a certificate of an authorized officer of
the Company stating that, all applicable conditions to the obligations of the
parties to the Sale and Purchase Agreement to consummate the Acquisition in the
manner contemplated by the Sale and Purchase Agreement have been satisfied
(other than the delivery to the sellers thereunder of the purchase price),
without waiver or amendment by the Company or any of its Subsidiaries of the
terms, provisions or conditions set forth therein,


 


59

















 


provided that with the prior
written consent of the Administrative Agent and the Syndication Agent, the
Company and its Subsidiaries may waive any terms and conditions other than:


 


(i)            any increase to the purchase price
payable by the Company and its Affiliates thereunder;


 


(ii)           the failure of the Interim Reorganisation
referred to in the Sale and Purchase Agreement to have occurred;


 


(iii)          the existence or assumption of Debt of
the types described in clauses (a) and (b) thereof, of the Co-Borrower, UK
Acquisition or their respective Subsidiaries not contemplated by the Sale and
Purchase Agreement which is in an aggregate principal amount which is in excess
of the equivalent of US$100,000,000;


 


(iv)          the failure of the Company to acquire
through the Co-Borrower and UK Acquisition all of the assets contemplated to be
acquired though the Sale and Purchase Agreement, other than assets having an
aggregate value, as reasonably determined by the Company, not in excess of
US$100,000,000;


 


(v)           the existence of any other adjustment,
pro ration or allocation between the buyers and the sellers under the Sale and
Purchase Agreement resulting in an additional effective consideration or additional
buyer cash requirements in an aggregate amount which is in excess of
$50,000,000;


 


(vi)          the waiver of the requirement that the
transactions contemplated by the Purchase and Sale Agreement occur by June 30,
2006; or


 


(vii)         the waiver by the Company of the
condition set forth in Section 6.2(a) of the Sale and Purchase Agreement;


 


(k)           receipt by the Administrative Agent of
evidence reasonably acceptable to the Administrative Agent that the Acquisition
is in a position to close and that the other transactions contemplated hereby
to occur on or about the Effective Date have been or shall be promptly
consummated in material compliance with all applicable laws and all regulatory
requirements; that all material U.S., U.K. and European Union governmental consents
and approvals (including without limitation under the Hart-Scott Rodino Act)
and shareholder consents and approvals necessary in connection therewith have
been obtained; that all third party consents required in connection therewith
have been obtained (in the case of such third party consents, except to the
extent that the failure to obtain the same would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect); and all
such consents and approvals shall be in force and effect and all applicable
waiting periods shall have expired without any action


 


60

















 


being taken by any authority
that restrains, prevents or imposes any material adverse conditions upon the
Acquisition;


 


(l)            the absence of any judgment or order in
the U.S., U.K. or European Union prohibiting the consummation of the
Acquisition or the transactions contemplated by this Agreement to the extent
that such judgment or order is binding on any party to the Sale and Purchase
Agreement or any material assets being transferred as a result of the
consummation of the Acquisition;


 


(m)          receipt by the Administrative Agent and
BAS of the fees required to be paid on the Effective Date by the letter
agreement referred to in Sections 2.10, and 2.11;


 


(n)           In the event that the transactions
contemplated by the Purchase Agreement have not been consummated prior to
February 28, 2006, delivery of consolidated financial statements of the Company
as at December 31, 2005, and for the twelve months then ended, prepared in
accordance with generally accepted accounting principles and audited by Ernst
& Young;


 


(o)           the Effective Date shall have occurred on
or before June 30, 2006; and


 


(p)           the Administrative Agent shall be
satisfied with arrangements for the remittance of the proceeds of the initial
Loans hereunder to the Sellers under the Sale and Purchase Agreement, including
any requirements for the exchange or conversion of the proceeds of such Loans
into Sterling prior to their remittance to the Sellers.


 


The Administrative Agent shall promptly notify the
Borrowers and each Lender of the effectiveness of this Agreement, and such
notice shall be conclusive and binding on all parties hereto. On the Effective
Date, the Administrative Agent shall remit the proceeds of Loans in the
aggregate principal amount required to repay in full the loans made by the
Lenders under the Existing Credit Facility (other than the Existing Letters of
Credit), together with all related accrued and unpaid interest, commitment
fees, LIBOR breakage fees and other amounts owed thereunder, and the Existing
Credit Facility shall thereupon be deemed terminated concurrently with the
Effective Date.


 


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ARTICLE
4

REPRESENTATIONS AND WARRANTIES


 


The
Borrowers represent and warrant that:


 


4.01         Existence, Qualification and Power;
Compliance with Laws.
Each Loan Party (a) is duly organized or formed, validly existing and in
good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own
or lease its assets and carry on its business and (ii) execute, deliver
and perform its obligations under the Loan Documents to which it is a party,
(c) is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification or license, and
(d) is in compliance with all Laws; except in each case referred to in
clause (b)(i), (c) or (d), to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect. Each person which is
Material Domestic Subsidiary as of the Effective Date (and after giving effect
to the transactions contemplated by the Sale and Purchase Agreement) is listed
on Schedule 8.


 


4.02         Authorization; No Contravention. The execution, delivery and performance
by each Loan Party of each Loan Document to which such Person is party, have
been duly authorized by all necessary corporate or other organizational action,
and do not and will not:


 


(a)           contravene the terms of any of such
Person’s Organization Documents;


 


(b)           conflict with or result in any breach or
contravention of, or the creation of any Lien under, (i) any Contractual
Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or


 


(c)           violate any Law.


 


Each
Loan Party is in compliance with each Contractual Obligation of the type
described clause (b)(i) of this Section, except to the extent that any
such conflict, breach, contravention or Lien would not reasonably be expected
to have a Material Adverse Effect.


 


4.03         Governmental Authorization; Other
Consents. No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, any Loan Party of this Agreement or any other Loan
Document.


 


4.04         Binding Effect . This Agreement has been, and each other
Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes,
and each other Loan Document when so delivered will constitute, a legal, valid
and binding obligation of such Loan Party, enforceable against each Loan Party
that is party thereto in accordance with its terms.


 


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4.05         Financial Information.


 


(a)           The Company’s financial statements dated
as of December 31, 2004, fairly present in all material respects, in conformity
with generally accepted accounting principles, the financial position of the
Company and its Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year;


 


(b)           The Company’s financial statements dated
as of September 30, 2005, fairly present in all material respects, in
conformity with generally accepted accounting principles, the financial
position of the Company and its Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal period then
ended, other than the absence of footnotes and other informational disclosures;
and


 


(c)           As of each date following the Effective
Date, there has been no Material Adverse Effect since the Effective Date.


 


4.06         Litigation. There is no action, suit or proceeding pending
against, or to the knowledge of the Borrowers threatened against or affecting,
the Borrowers or any of their Subsidiaries before any court or arbitrator or
any governmental body, agency or official in which there is a reasonable
possibility of an adverse decision which would reasonably be expected to have a
Material Adverse Effect or which in any manner draws into question the validity
or enforceability of any of the Loan Documents.


 


4.07         Compliance with ERISA; Foreign Pension
Matters. Each
member of the ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code with respect to each
Plan and is in compliance in all material respects with the presently
applicable provisions of ERISA and the Internal Revenue Code with respect to
each Plan. No member of the ERISA Group has (i) sought a waiver of the
minimum funding standard under Section 412 of the Internal Revenue Code in
respect of any Plan, (ii) failed to make any contribution or payment to
any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or
made any amendment to any Plan or Benefit Arrangement, which has resulted or
could result in the imposition of a Lien or the posting of a bond or other
security under ERISA or the Internal Revenue Code or (iii) incurred any
liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA. All pension plans and similar
pension arrangements of Subsidiaries of the Company organized under the laws of
non-United States jurisdictions, or which are subject to the laws of such jurisdictions,
have been operated in material compliance with such laws.


 


4.08         Taxes. The United States federal income tax returns of the
Company and its Subsidiaries have been filed through the fiscal year ended
December 31, 2004. The Company and its Significant Subsidiaries have filed all
United States federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Company or any
Subsidiary of the Company. The charges, accruals and reserves on the books of
the Company in respect of taxes or other governmental charges are, in the
opinion of the Company, adequate.


 


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4.09         Significant Subsidiaries. Each of the Significant Subsidiaries
(a) is a Person duly formed, validly existing and in good standing under
the laws of its jurisdiction of formation, and (b) except where the
failure to do so would not reasonably be expected to have a Material Adverse
Effect, has all requisite corporate or other powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.


 


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


 


4.11         Environmental Matters. The Company has reasonably concluded
that Environmental Laws are unlikely to have a Material Adverse Effect.


 


4.12         Full Disclosure. All information (other than financial
projections and forecasts) heretofore furnished by the Borrowers to the
Administrative Agent or to any Lender for purposes of or in connection with
this Agreement or any transaction contemplated hereby is, and all such
information hereafter furnished by the Borrowers to the Administrative Agent or
any Lender, taken as a whole, will be true and accurate in all material
respects on the date as of which such information is stated or certified. As of
the Effective Date, the Borrowers have disclosed to the Lenders in writing any
and all facts known to them which materially and adversely affect the business,
operations or financial position of the Company and its Subsidiaries, taken as
a whole, or the ability of the Borrowers to perform their obligations under
this Agreement. With respect to any projections or forecasts provided, such
projections or forecasts represent, as of the date thereof, management’s best
estimates based on reasonable assumptions and all available information, but
are subject to the uncertainty inherent in all projections and forecasts.


 


4.13         The Acquisition. As of the Effective Date, the
Acquisition has been consummated in material compliance with all applicable
laws and all regulatory requirements (including without limitation the
Hart-Scott Rodino Act but excluding any regulatory requirements consisting of
consents to the transfer of liquor licenses); all governmental and shareholder
consents and approvals necessary in connection therewith have been obtained;
all third party consents required in connection therewith have been obtained
(in the case of such third party consents, except to the extent that the
failure to obtain the same would not, individually or in the aggregate, have a
Material Adverse Effect) and all such consents and approvals are in force and
effect and all applicable waiting periods have expired without any action being
taken by any authority that restrains, prevents or imposes any material adverse
conditions upon the Acquisition. Giving effect to the Acquisition, as of the
Effective Date, the Company and its Significant Subsidiaries are, on a
consolidated basis, Solvent.


 


4.14         Representations as to Foreign Obligors. The Borrowers represent and warrant
with respect to each Foreign Obligor that:


 


(a)           Such Foreign Obligor is subject to civil
and commercial Laws with respect to its obligations under this Agreement and
the other Loan Documents to which it is a party (collectively as to such
Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the
execution, delivery and performance by such Foreign Obligor of the Applicable
Foreign Obligor Documents constitute and will


 


64

















 


constitute
private and commercial acts and not public or governmental acts. Neither such
Foreign Obligor nor any of its property has any immunity from jurisdiction of
any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) under the laws of the jurisdiction in which such Foreign Obligor is
organized and existing in respect of its obligations under the Applicable
Foreign Obligor Documents.


 


(b)           The Applicable Foreign Obligor Documents
are in proper legal form under the Laws of the jurisdiction in which such
Foreign Obligor is organized and existing for the enforcement thereof against
such Foreign Obligor under the Laws of such jurisdiction, and to ensure the
legality, validity, enforceability, priority or admissibility in evidence of
the Applicable Foreign Obligor Documents. It is not necessary to ensure the
legality, validity, enforceability, priority or admissibility in evidence of
the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents
be filed, registered or recorded with, or executed or notarized before, any
court or other authority in the jurisdiction in which such Foreign Obligor is
organized and existing or that any registration charge or stamp or similar tax
be paid on or in respect of the Applicable Foreign Obligor Documents or any
other document, except for (i) any such filing, registration, recording,
execution or notarization as has been made or is not required to be made until
the Applicable Foreign Obligor Document or any other document is sought to be
enforced and (ii) any charge or tax which has been paid.


 


(c)           There is no tax, levy, impost, duty, fee,
assessment or other governmental charge, or any deduction or withholding,
imposed by any Governmental Authority in or of the jurisdiction in which such
Foreign Obligor is organized and existing either (i) on or by virtue of
the execution or delivery of the Applicable Foreign Obligor Documents or
(ii) on any payment to be made by such Foreign Obligor pursuant to the
Applicable Foreign Obligor Documents, except as has been disclosed to the
Administrative Agent.


 


(d)           The execution, delivery and performance
of the Applicable Foreign Obligor Documents executed by such Foreign Obligor
are, under applicable foreign exchange control regulations of the jurisdiction
in which such Foreign Obligor is organized and existing, not subject to any
notification or authorization except (i) such as have been made or
obtained or (ii) such as cannot be made or obtained until a later date (provided
that any notification or authorization described in clause (ii) shall
be made or obtained as soon as is reasonably practicable).


 


65

















 


ARTICLE
5

COVENANTS


 


The
Borrowers agree that, so long as any Lender has any Commitment hereunder or any
amount payable under any Note or any Letter of Credit Liability remains unpaid:


 


5.01         Information. The Borrowers will deliver to the
Administrative Agent and each Lender:


 


(a)           as soon as available and in any event
within 90 days after the end of each fiscal year of the Company, the
consolidated balance sheet of the Company and its Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures as of the end of and for the previous fiscal year, accompanied by a
report and opinion of Ernst & Young LLP or other independent public
accountants of nationally recognized standing, which report and opinion shall
be prepared in accordance with generally accepted auditing standards and shall
not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit;


 


(b)           as soon as available and in any event
within 60 days after the end of each of the first three quarters of each fiscal
year of the Company, the consolidated balance sheet of the Company and its
Subsidiaries as of the end of such quarter and the related consolidated
statements of income and cash flows for such quarter and for the portion of the
Company’s fiscal year ended at the end of such quarter, setting forth in the
case of such statements of income and cash flows in comparative form the
figures for the corresponding quarter and the corresponding portion of the
Company’s previous fiscal year, all certified (subject to normal year-end
adjustments) as to fairness of presentation, generally accepted accounting
principles and consistency by an Authorized Officer;


 


(c)           simultaneously with the delivery of each
set of financial statements referred to in clauses (a) and (b) above, a
Compliance Certificate (i) setting forth in reasonable detail the
calculations required to establish whether the Borrowers were in compliance
with the requirements of Sections 5.06, 5.07, 5.10, 5.12 and 5.13 on the date
of such financial statements (as applicable), and (ii) stating whether any
Default exists on the date of such Compliance Certificate and, if any Default
then exists, setting forth the details thereof and the action which the
Borrowers are taking or propose to take with respect thereto;


 


(d)           simultaneously with the delivery of each
set of financial statements referred to in clause (a) above, a
statement of the firm of independent public accountants which reported on such
statements (i) whether anything has come to their attention to cause them
to believe that any Event of Default under Sections 5.12 or 5.13 existed on the
date of such statements and (ii) confirming the calculations set forth in
the officer’s certificate delivered simultaneously therewith;


 


66

















 


(e)           as soon as available and in any event not
later than the last day of February of each year, a completed Pricing
Certificate as of December 31 of the prior year;


 


(f)            within five Business Days of any officer
of the Borrowers obtaining knowledge of any Default, if such Default is then
continuing, a certificate of an Authorized Officer setting forth the details
thereof and the action which the Borrowers are taking or propose to take with
respect thereto;


 


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


 


(h)           promptly upon the filing thereof, copies
of all registration statements (other than the exhibits thereto and any
registration statements on Form S-8 or its equivalent) and reports on Forms 10
K, 10 Q and 8-K (or their equivalents) which the Company shall have filed with
the Securities and Exchange Commission;


 


(i)            if and when any member of the ERISA Group
(i) gives or is required to give notice to the PBGC of any “reportable
event” (as defined in Section 4043 of ERISA) with respect to any Plan
which might constitute grounds for a termination of such Plan under Title IV of
ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the notice of
such reportable event given or required to be given to the PBGC; (ii) receives
notice of complete or partial withdrawal liability under Title IV of ERISA or
notice that any Multiemployer Plan is in reorganization, is insolvent or has
been terminated, a copy of such notice; (iii) receives notice from the
PBGC under Title IV of ERISA of an intent to terminate, impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or appoint a
trustee to administer, any Plan, a copy of such notice; (iv) applies for a
waiver of the minimum funding standard under Section 412 of the Internal
Revenue Code, a copy of such application; (v) gives notice of intent to
terminate any Plan under Section 4041(c) of ERISA, a copy of such notice
and other information filed with the PBGC; (vi) gives notice of withdrawal
from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or
(vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer or the chief accounting officer of
the Company setting forth details as to such occurrence and action, if any, which
the Company or applicable member of the ERISA Group is required or proposes to
take;


 


(j)            forthwith, notice of any change of which
the Borrowers become aware in the rating by S&P or Moody’s, of the Company’s
outstanding senior long-term debt securities;


 


(k)           promptly after the Borrowers have
notified the Administrative Agent of any intention by the Borrowers to treat
the Loans as being a “reportable transaction”


 


67

















 


(within the meaning of
Treasury Regulation Section 1.6011-4) a duly completed copy of Internal
Revenue Service Form 8886 or any successor form;


 


(l)            promptly after the commencement thereof,
notice of all actions, suits, or proceedings brought by or against the Company
or any of its Subsidiaries before any Governmental Authority which reasonably
would be expected to result in a Material Adverse Effect; and


 


(m)          from time to time such additional
information regarding the financial position or business of the Borrowers as
the Administrative Agent, at the request of any Lender, may reasonably request.


 


5.02         Maintenance of Property; Insurance.


 


(a)           The Borrowers will keep, and the Company
will cause each Significant Subsidiary to keep, all property useful and
necessary in its business in good working order and condition, ordinary wear
and tear excepted, except where failure to do so would not have a material
adverse effect on the business, financial position, results of operations or
prospects of the Company and its Subsidiaries, considered as a whole.


 


(b)           The Borrowers will, and the Company will
cause each Significant Subsidiary to, maintain (either in the name of the
Company or in such Subsidiary’s own name) with financially sound and
responsible insurance companies, insurance on all their respective properties
in at least such amounts and against at least such risks (and with such risk
retention) as are usually insured against in the same general area by companies
of established repute engaged in the same or a similar business and will
furnish to the Lenders, upon request from the Administrative Agent, information
presented in reasonable detail as to the insurance so carried. Notwithstanding
the foregoing, the Borrowers may self-insure with respect to such risks with
respect to which companies of established repute engaged in the same or similar
business in the same general area usually self-insure.


 


5.03         Conduct of Business and Maintenance of
Existence. The
Borrowers will continue, and the Company will cause each Significant Subsidiary
to continue, to engage in business of the same general type as now conducted by
the Company and its Significant Subsidiaries, and will preserve, renew and keep
in full force and effect, and will cause each Subsidiary of the Company to
preserve, renew and keep in full force and effect their respective corporate
existence and their respective rights, privileges and franchises necessary or
desirable in the normal conduct of business; provided that nothing in this
Section 5.03 shall prohibit (i) the merger of a Subsidiary of the
Company into the Company or the merger or the consolidation of a Subsidiary of
the Company with or into another Person if the corporation surviving such
consolidation or merger is a Subsidiary of the Company and if, in each case,
after giving effect thereto, no Default shall have occurred and be continuing
or (ii) the termination of the corporate existence of any Subsidiary of
the Company if the Company in good faith determines that such termination is in
the best interest of the Company and is not materially disadvantageous to the
Lenders.


 


68

















 


5.04         Compliance with Laws. The Borrowers will comply, and the
Company will cause each Significant Subsidiary to comply, in all material
respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities (including, without limitation,
Environmental Laws, ERISA and the rules and regulations thereunder and the
laws, rules and regulations applicable to pension plans and arrangements
operated by the Company and its Subsidiaries under the laws of non-United
States jurisdictions), and shall timely file all material tax returns and pay
all material taxes required to be filed by them and so paid, except in each
case where the necessity of compliance therewith is contested in good faith by
appropriate proceedings.


 


5.05         Inspection of Property, Books and Records. The Borrowers will keep, and the
Company will cause each Significant Subsidiary to keep, proper books of record
and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities; and will
permit, and the Company will cause each Significant Subsidiary to permit,
representatives of any Lender at such Lender’s expense to visit and inspect any
of their respective properties, to examine and make abstracts from any of their
respective books and records and to discuss their respective affairs, finances
and accounts with their respective officers, employees and independent public
accountants, all at such reasonable times and as often as may reasonably be
desired.


 


5.06         Debt of Non-Guarantor Subsidiaries. Prior to the Release Date, the Company
will not permit any of its Subsidiaries that are not Loan Parties to create,
incur, assume, suffer to exist, guarantee, or otherwise become or remain,
directly or indirectly, liable with respect to any Debt, except:


 


(a)           Debt under this Agreement and the other
Loan Documents;


 


(b)           Debt of any such Subsidiary to the
Company or to another Subsidiary of the Company;


 


(c)           Debt of Existing Hilton Subsidiaries
existing on the Effective Date, and any extensions, refinancings, refundings or
replacements thereof which do not increase the outstanding principal amount
thereof.


 


(d)           Obligations of the Acquired HG
Subsidiaries existing on the Effective Date which are (i) classified as Debt on
the Effective Date and listed on Schedule 9, or (ii) not classified as Debt as
of the Effective Date, in each case with any extensions, refinancings, refundings
or replacements thereof which do not increase the outstanding principal amount
thereof ; and


 


(e)           Other Debt incurred following the
Effective Date in an aggregate principal amount not to exceed the equivalent of
US$100,000,000 (exclusive of any leases which are permitted by Section 5.10) at
any time, provided that no increase in the US$ equivalent of such Debt
following the date of incurrence thereof due to fluctuations in currency
exchange rates shall result in a violation of this Section 5.06.


 


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5.07         Negative Pledge. None of the Borrowers, any Covered
Subsidiary or any Significant Subsidiary, will create, incur (or permit to
incur) or assume any Lien on any asset now owned or hereafter acquired by it,
except:


 


(a)           Liens existing as of the Effective Date;


 


(b)           Liens on the property subject to the
Stock Pledge Agreement held by the Collateral Agent in favor of the holders of
the Public Debt, and which are equal, ratable and pari passu with the Liens in
favor of the Administrative Agent and the Lenders on such property;


 


(c)           any Lien existing on any asset of any
Person at the time such Person becomes a Subsidiary of the Company or at the
time such Person is merged or consolidated with or into the Company or a
Subsidiary of the Company, in each case where the Lien is not created in
contemplation of such event;


 


(d)           any Lien on any asset securing Debt
incurred or assumed for the purpose of financing all or any part of the cost of
acquiring or constructing such asset (it being understood that, for this
purpose, the acquisition of a Person is also an acquisition of the assets of
such Person); provided that the Lien attaches to such asset concurrently with
or within 180 days after the acquisition thereof, or such longer period, not to
exceed 12 months, due to the Borrowers’ inability to retain the requisite
governmental approvals with respect to such acquisition; provided further that,
in the case of real estate, (i) the Lien attaches within 12 months after
the latest of the acquisition thereof, the completion of construction thereon
or the commencement of full operation thereof and (ii) the Debt so secured
does not exceed the sum of (x) the purchase price of such real estate plus
(y) the costs of such construction;


 


(e)           any Lien existing on any asset prior to
the acquisition thereof by the Company or a Subsidiary of the Company and not
created in contemplation of such acquisition;


 


(f)            any Lien arising out of the refinancing,
extension, renewal or refunding of any Debt secured by any Lien permitted by
any of the foregoing clauses of this Section, provided that such Debt is not
increased (other than to cover any transaction costs of such refinancing,
extension, renewal or refunding) and is not secured by any additional assets;


 


(g)           Liens arising in the ordinary course of
its business which (i) do not secure Debt, (ii) do not secure any
single obligation in an amount exceeding US$50,000,000 and (iii) do not in
the aggregate materially detract from the value of its assets or materially
impair the use thereof in the operation of its business;


 


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


 


70

















 


(i)            Liens not otherwise permitted by the
foregoing clauses of this Section encumbering assets of the Company and its
Subsidiaries having an aggregate fair market value which is not in excess of
10% of Consolidated Net Tangible Assets (determined, in each case, by reference
to the most recent date prior to the incurrence or assumption of such Lien for
which the Company has delivered its financial statements under
Section 5.01(a) or Section 5.01(b), as applicable).


 


5.08         Consolidations, Mergers and Sales of
Assets; Corporate Structure.


 


(a)           The Borrowers will not consolidate or
merge with or into any other Person, provided that, a Borrower may
consolidate or merge with another Person if (i) such Borrower is the
Person surviving such merger, and (ii) immediately after giving effect to
such merger, no Default shall have occurred and be continuing;


 


(b)           The Borrowers will not, and will not
permit their Subsidiaries to:


 


(i)            sell, lease or otherwise transfer all or
substantially all of the assets of the Company and its Subsidiaries, taken as a
whole, to any other Person; or


 


(ii)           sell, lease or otherwise transfer any
substantial portion of the assets of the Company and its Subsidiaries, taken as
a whole if, after giving pro forma effect to such sale, lease or transfer and
the application of the proceeds of such sale, lease or transfer, and to any
attendant reduction in pro forma Consolidated EBITDA and Consolidated EBITDAR
for the then most recently ended fiscal quarter of the Company, the Company
would be in pro forma violation of the covenants set forth in Sections 5.12 and
5.13.


 


5.09         Sale-Leaseback Transactions. The Borrowers will not, and will not
permit any of the Company’s Subsidiaries, to enter into any sale-leaseback,
synthetic lease or other similar transaction involving any of its or their
assets, except (a) any such transactions existing as of the Effective Date
and (b) any such transactions with respect to properties located in
Germany that are identified on the Sale-Leaseback Schedule attached hereto as
Schedule 10.


 


5.10         Fixed and Contingent Leases. The Borrowers will not, and will not
permit any of the Company’s Subsidiaries, to enter into any fixed or contingent
payment leases of real property, except (a) any such leases existing as of
the Effective Date and renewals and extensions thereof and replacements thereof
in the same geographic market, and (b) fixed or contingent payment leases
entered into after the Effective Date so long as the aggregate annual rent and
other payments thereunder do not exceed US$50,000,000 while this Agreement is
in effect.


 


5.11         Use of Proceeds. The proceeds of the Loans made under
this Agreement will be used (a) on the Effective Date (i) to finance
a portion of the cash consideration payable in connection with the Acquisition,
(ii) to repay all of the outstanding obligations under the Existing Credit
Facility, and (iii) to pay fees and expenses related to this Agreement and
the consummation of the Acquisition, and (b) thereafter for general
corporate purposes. None of such proceeds will be used, directly or indirectly,
for the purpose, whether immediate, incidental or ultimate, of buying


 


71

















 


or carrying any “margin stock” within the meaning of
Regulation U in any manner that would violate Regulation X or result in a
violation of Regulation U.


 


5.12         Leverage
Ratio.  The Leverage Ratio will not,
as of the last day of any fiscal quarter of the Company described in the matrix
below, exceed the ratio set forth opposite that fiscal quarter:


 


	
  Fiscal Quarters Ending

  	
   

  	
  Maximum Ratio

  	
   

  
	
  March 31,
  2006 – June 30, 2006

  	
   

  	
  6.25:1.00

  	
   

  
	
  September 30,
  2006

  	
   

  	
  6.00:1.00

  	
   

  
	
  December 31,
  2006 – March 31, 2007

  	
   

  	
  5.75:1.00

  	
   

  
	
  June 30,
  2007 – September 30, 2007

  	
   

  	
  5.50:1.00

  	
   

  
	
  December 31,
  2007

  	
   

  	
  5.25:1.00

  	
   

  
	
  March 31,
  2008 – June 30, 2008

  	
   

  	
  4.75:1.00

  	
   

  
	
  Thereafter

  	
   

  	
  4.50:1.00

  	
   

  



 


5.13         Interest
Coverage Ratio.  The Interest
Coverage Ratio shall not, as of the last day of any fiscal quarter of the
Company, be less than 2.50:1.00.


 


5.14         Additional
Guarantors and Pledged Stock.  The
Borrowers will, pursuant to documents reasonably acceptable to the
Administrative Agent:


 


(a)           cause
each Person which becomes a Material Domestic Subsidiary prior to the Release
Date to promptly and in any event within thirty days execute and deliver to the
Administrative Agent a joinder to the Domestic Guaranty and concurrently pledge
or cause the first priority pledge of the capital stock or other equity
interests of such Person pursuant to the Stock Pledge Agreement;


 


(b)           cause
each Person which hereafter becomes a guarantor of any Public Debt to
concurrently execute and deliver to the Administrative Agent a joinder to the
Domestic Guaranty or (in the case of any such Person not organized under the
laws of the United States or its subdivisions), the Foreign Guaranty;


 


(c)           at
all times prior to the Release Date, cause the Co-Borrower and other
Subsidiaries which have executed the Foreign Guaranty to be the owners,
directly or indirectly, of all of the equity interests of the Acquired HG
Subsidiaries which are then owned by the Company and its Subsidiaries; and


 


(d)           at
all times prior to the Release Date, cause 100% of the equity interests in each
Subsidiary of the Company which is a party to the Foreign Guaranty to be
subject to the first priority Lien of the Stock Pledge Agreement.


 


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ARTICLE 6


EVENTS OF DEFAULT


 


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


 


(a)           the
Borrowers shall fail to (i) reimburse any drawing under any Letter of
Credit when required hereunder or (ii) pay when due any principal of any
Loan or Swing Line Loan under this Agreement, or (iii) pay within five
days of the due date thereof any interest, fees or other amount payable
hereunder;


 


(b)           the
Borrowers shall fail to observe or perform any covenant contained in Sections
5.06 to 5.13, inclusive;


 


(c)           the
Borrowers shall fail to observe or perform any covenant or agreement contained
in this Agreement (other than those covered by clause (a) or (b) above)
for seven days after written notice thereof has been given to the Company by
the Administrative Agent at the request of any Lender;


 


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


 


(e)           either
Borrower or any Covered Subsidiary or any Significant Subsidiary shall fail to
make any payment in respect of any Debt (other than the Notes and Non-Recourse
Debt) when due or within any applicable grace period and the aggregate
principal amount of such Debt is in excess of US$100,000,000;


 


(f)            any
event or condition shall occur which results in the acceleration of the
maturity of any Debt (other than Non-Recourse Debt) in an aggregate principal
amount which is in excess of US$100,000,000 of either Borrower or any Covered
Subsidiary or any Significant Subsidiary or enables the holder of such Debt or
any Person acting on such holder’s behalf to accelerate the maturity thereof;


 


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


 


(h)           an
involuntary case or other proceeding shall be commenced against either Borrower
or any Significant Subsidiary seeking liquidation, reorganization or


 


73

















 


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


 


(i)            any
member of the ERISA Group shall fail to pay when due an amount or amounts
aggregating in excess of US$25,000,000 which it shall have become liable to pay
under Title IV of ERISA; or notice of intent to terminate a Material Plan shall
be filed under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer, any Material Plan; or a condition
shall exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of
ERISA, with respect to, one or more Multiemployer Plans which could cause one
or more members of the ERISA Group to incur a current payment obligation in
excess of US$100,000,000;


 


(j)            a
judgment or order for the payment of money shall be rendered against either
Borrower or any Subsidiary of the Company in excess of US$100,000,000 (in the
aggregate for the Company and its Subsidiaries) and such judgment or order
shall continue unsatisfied and unstayed for a period of 30 days; or


 


(k)           any
Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party or any
other Person contests in any manner the validity or enforceability of any Loan
Document; or any Loan Party denies that it has any or further liability or
obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document;


 


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


 


74

















 


(together with accrued interest thereon) shall become
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrowers.


 


6.02         Notice of Default.  The Administrative Agent shall give notice to
the Company under Section 6.01(c) promptly upon being requested to do
so by any Lender and shall thereupon notify all the Lenders thereof.


 


6.03         Cash Cover.  The Borrowers agree, in addition to the
provisions of Section 6.01 hereof, that upon the occurrence and during the
continuance of any Event of Default, they shall, if requested by the
Administrative Agent upon the instruction of the Required Lenders, pay to the
Administrative Agent an amount in immediately available funds (which funds
shall be held as collateral pursuant to arrangements satisfactory to the
Administrative Agent) equal to the aggregate amount available for drawing under
all Letters of Credit then outstanding at such time, and in the currency in
which the Letters of Credit are issued or in Dollars as the Administrative
Agent may request from time to time; provided that, upon the occurrence
of any Event of Default specified in Section 6.01(g) or 6.01(h) with
respect to either Borrower, the Borrowers shall pay such amount forthwith
without any notice or demand or any other act by the Administrative Agent or
the Lenders.


 


75

















 


ARTICLE 7

ADMINISTRATIVE AGENT


 


7.01         Appointment and
Authority.  Each of the Lenders and
the Issuing Lender hereby irrevocably appoints Bank of America to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The
provisions of this Article are solely for the benefit of the Administrative
Agent, the Lenders and the Issuing Lender, and no Borrower shall have rights as
a third party beneficiary of any of such provisions.


 


7.02         Rights as a Lender.  The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the
Person serving as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrowers or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.


 


7.03         Exculpatory Provisions.  The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents.  Without limiting the
generality of the foregoing, the Administrative Agent:


 


(a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing;


 


(b)           shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; and


 


(c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrowers or any of their Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity.


 


76

















 


The Administrative Agent shall not be liable for any
action taken or not taken by it (i) with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 9.04 and
6.01) or (ii) in the absence of its own gross negligence or willful
misconduct.  The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrowers,
a Lender or the Issuing Lender.


 


The Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any
condition set forth in Article III or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


 


7.04         Reliance by
Administrative Agent.  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person.  The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In
determining compliance with any condition hereunder to the making of a Loan, or
the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the Issuing Lender, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the Issuing
Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender or the Issuing Lender prior to the making of such
Loan or the issuance of such Letter of Credit. 
The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrowers), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.


 


7.05         Delegation of Duties.  The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


77

















 


7.06         Resignation of
Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the Issuing Lender and the Borrowers. 
Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Borrowers, to appoint a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the Lenders
and the Issuing Lender, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrowers and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders
or the Issuing Lender under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the Issuing Lender directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided
above in this Section).  The fees payable
by the Borrowers to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrowers and
such successor.  After the retiring
Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.


 


Any resignation by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its resignation as
Issuing Lender and Swing Line Lender. 
Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Issuing Lender and
Swing Line Lender, (b) the retiring Issuing Lender and Swing Line Lender
shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor Issuing
Lender shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangement
satisfactory to the retiring Issuing Lender to effectively assume the
obligations of the retiring Issuing Lender with respect to such Letters of
Credit.


 


78

















 


7.07         Non-Reliance on
Administrative Agent and Other Lenders. 
Each Lender and the Issuing Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each
Lender and the Issuing Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.


 


7.08         No Other Duties, Etc.  Anything herein to the contrary
notwithstanding, none of the Joint Lead Arrangers, the Syndication Agent or the
other Persons listed as Co-Documentation Agents and Co-Managing Agents on the
cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the Issuing Lender
hereunder.


 


7.09         Collateral and
Guaranty Matters.  The Lenders and
the Issuing Lender irrevocably authorize the Administrative Agent, at its option
and in its discretion:


 


(a)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Overall Commitments
and payment in full of all Loans and the expiration or termination of all
Letters of Credit, (ii) that is sold or to be sold as part of or in
connection with any sale permitted hereunder or under any other Loan Document,
or (iii) subject to Section 9.04, if approved, authorized or ratified
in writing by the Required Lenders;


 


(b)           to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that
is permitted by Section 5.07(e);


 


(c)           to
release any Loan Party from the Loan Documents to which it is party if such
Loan Party ceases to be a Loan Party as a result of a transaction permitted
hereunder; and


 


(d)           to
instruct the Collateral Agent to release the Stock Pledge Agreement, or to
release the Domestic Guaranty, the Foreign Guaranty, in each case in the manner
described in Section 9.15.


 


Upon request by the Administrative Agent at any time,
the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items
of property, or to release any Loan Party from the Loan Documents to which it
is a party pursuant to this Section 7.09.


 


79

















 


ARTICLE 8


CHANGE IN CIRCUMSTANCES


 


8.01         Basis for Determining
Interest Rate Inadequate or Unfair. 
If on or prior to the first day of any Interest Period for any
Eurocurrency Loan:


 


(a)           the
Administrative Agent is advised by the Required Lenders that deposits (whether
in Dollars or an Alternative Currency) in the required amounts are not being
offered to the Lenders in the relevant market for such Interest Period, or


 


(b)           the
Required Lenders advise the Administrative Agent that the Eurocurrency Rate, as
determined by the Administrative Agent, will not adequately and fairly reflect
the cost to such Lenders of funding their Eurocurrency Loans for such Interest
Period,


 


the Administrative Agent shall forthwith give notice
thereof to the Company and the Lenders, whereupon until the Administrative
Agent notifies the Company that the circumstances giving rise to such
suspension no longer exist, the obligations of the Lenders to make Eurocurrency
Loans shall be suspended.  Unless the
Company notifies the Administrative Agent at least two Business Days before the
date of any Borrowing of a Eurocurrency Loan for which a Notice of Borrowing
has previously been given that it elects not to borrow on such date, such
Borrowing shall instead be made as a Base Rate Borrowing.  The Administrative Agent shall promptly
notify the Lenders of any election by the Company pursuant to the preceding
sentence.


 


8.02         Illegality.  If, after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Eurocurrency Lending Office) with any request
or directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Lender (or its Eurocurrency Lending Office) to make, maintain or fund its
Eurocurrency Loans (whether denominated in Dollars or an Alternative Currency)
and such Lender shall so notify the Administrative Agent, the Administrative
Agent shall forthwith give notice thereof to the other Lenders and the Company,
whereupon until such Lender notifies the Company and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Lender to make or continue Eurocurrency Loans shall be
suspended.  Before giving any notice to
the Administrative Agent pursuant to this Section, such Lender shall designate
a different Eurocurrency Lending Office if such designation will avoid the need
for giving such notice and will not, in the sole judgment of such Lender, be
otherwise disadvantageous to such Lender. 
If such Lender shall determine that it may not lawfully continue to
maintain and fund any of its outstanding Eurocurrency Loans to maturity and
shall so specify in such notice, the Borrowers shall immediately prepay in full
the then Outstanding Amount of each such Eurocurrency Loan, together with
accrued interest thereon.  Concurrently
with prepaying each such Eurocurrency Loan, the Borrowers shall borrow a Base
Rate Loan in an equal


 


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Dollar
Equivalent principal amount from such Lender (on which interest and principal
shall be payable contemporaneously with the related Eurocurrency Loans of the
other Lenders), and such Lender shall make such a Base Rate Loan.


 


8.03         Increased Cost and
Reduced Return.


 


(a)           If
after the Effective Date, in the case of any Loan or Letter of Credit or any
obligation to make Revolving Loans or issue or participate in any Letter of
Credit, the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its Applicable Lending Office) with
any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency:


 


(i)            shall
subject any Lender (or its Applicable Lending Office) to any tax, duty or other
charge with respect to its Eurocurrency Loans, its Note or its obligation to
make Eurocurrency Loans or its obligations hereunder in respect of Letters of
Credit (other than Excluded Taxes), or shall change the basis of taxation of
payments to any Lender (or its Applicable Lending Office) of the principal of
or interest on its Eurocurrency Loans or any other amounts due under this
Agreement in respect of its Eurocurrency Loans or its obligation to make
Eurocurrency Loans (except for changes in the rate of tax on the overall net
income of such Lender or its Applicable Lending Office imposed by the
jurisdiction in which such Lender’s principal executive office or Applicable
Lending Office is located);


 


(ii)           shall
impose, modify or deem applicable any reserve (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal Reserve
System, but excluding, with respect to any Eurocurrency Loan (A) any such
requirement included in the Eurocurrency Reserve Percentage and (B) the
requirements of the Bank of England and the Financial Services Authority or the
European Central Bank reflected in the Mandatory Cost, other than as set forth
below), special deposit, insurance assessment or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any
Lender (or its Applicable Lending Office) or shall impose on any Lender (or its
Applicable Lending Office) or on the United States market for certificates of
deposit or the London interbank market any other condition affecting its
Eurocurrency Loans, its Note or its obligation to make Eurocurrency Loans or
its obligations hereunder in respect to Letters of Credit; or


 


(iii)          results
in the failure of the Mandatory Cost, as calculated hereunder, to represent the
cost to any Lender of complying with the requirements of the Bank of England
and/or the Financial Services


 


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Authority
or the European Central Bank in relation to its making, funding or maintaining
Eurocurrency Loans;


 


and
the result of any of the foregoing is to increase the cost to such Lender (or
its Applicable Lending Office) of making or maintaining any Eurocurrency Loan
or of issuing or participating in any Letter of Credit, or to reduce the amount
of any sum received or receivable by such Lender (or its Applicable Lending
Office) under this Agreement or under its Note with respect thereto, by an
amount deemed by such Lender to be material, then, subject to clause (d) of
this Section, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Borrowers shall pay to such Lender such additional
amount or amounts as will compensate such Lender for such increased cost or
reduction.


 


(b)           If,
after the Effective Date, any Lender shall have determined that any applicable
law, rule or regulation regarding capital adequacy (irrespective of the
actual timing of the adoption or implementation thereof and including, without
limitation, any law or regulation adopted pursuant to the July 1988 report
of the Basle Committee on Banking Regulations and Supervisory Practices) or any
change therein, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Lender (or
its Applicable Lending Office) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on capital of such Lender (or its Parent) as a consequence of
such Lender’s obligations hereunder to a level below that which such Lender (or
its Parent) could have achieved but for such law, regulation, change or
compliance (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Lender to be material, then, subject to
clause (d) of this Section, from time to time, within 15 days after
demand by such Lender (with a copy to the Administrative Agent), the Borrowers
shall pay to such Lender such additional amount or amounts as will compensate
such Lender (or its Parent) for such reduction.


 


(c)           Each
Lender will promptly notify the Company and the Administrative Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
sole judgment of such Lender, be otherwise disadvantageous to such Lender.


 


(d)           The
Borrowers shall not be required to reimburse any Lender for any increased
costs, reductions or payments under this Section arising prior to 90 days
preceding the date of any claim or demand by a Lender for compensation under
this Section except to the extent the applicable law or regulation is
imposed retroactively and the demand or claim is made within 90 days of the
effect (in which case such claim or demand shall be submitted within 90 days of
the date


 


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upon
which such Lender becomes aware or should reasonably be aware of such law or
regulation).  A certificate of any Lender
claiming compensation under this Section and setting forth the additional
amount or amounts to be paid to it hereunder (with detail sufficient to allow
the verification by the Company of its calculations) shall be conclusive in the
absence of manifest error.  In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.


 


8.04         Base
Rate Loans Substituted for Affected Eurocurrency Loans.  If:


 


(a)           the
obligation of any Lender to make Eurocurrency Loans has been suspended pursuant
to Section 8.02 or


 


(b)           any
Lender has demanded compensation under Section 8.03(a) and the
Company shall, by at least five Business Days’ prior notice to such Lender
through the Administrative Agent, have elected that the provisions of this Section shall
apply to such Lender,


 


then, unless and until such Lender notifies the
Company that the circumstances giving rise to such suspension or demand for
compensation no longer exist:


 


(i)            all
Loans which would otherwise be made by such Lender as Eurocurrency Loans shall
be made instead as Base Rate Loans (on which interest and principal shall be
payable contemporaneously with the related Eurocurrency Loans of the other
Lenders), and


 


(ii)           after
each of its Eurocurrency Loans has been repaid, all payments of principal which
would otherwise be applied to repay such Eurocurrency Loans shall be applied to
repay its Base Rate Loans instead.


 


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ARTICLE 9

MISCELLANEOUS


 


9.01         Notices;
Effectiveness; Electronic Communication.


 


(a)           Except
in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:


 


(i)            if
to the Company (whether to the Company itself or to the Company on behalf of
the Borrowers), the Administrative Agent, the Issuing Lender or the Swing Line
Lender, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on the Contact Information Schedule attached
hereto as Schedule 11; and


 


(ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.


 


Notices sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next
Business Day for the recipient).  Notices
delivered through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).


 


(b)           Notices
and other communications to the Lenders and the Issuing Lender hereunder may be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent,  provided that the
foregoing shall not apply to notices to any Lender or the Issuing Lender
pursuant to Article II if such Lender or the Issuing Lender, as
applicable, has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication.  The Administrative Agent or the Company may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.


 


(c)           Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by


 


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the
“return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next Business Day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor.


 


(d)           THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY
OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS
FROM THE BORROWER MATERIALS.  NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY
AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or
any of its Related Parties (collectively, the “Agent Parties”) have any
liability to any Borrower, any Lender, the Issuing Lender or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of any Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages, liabilities or expenses
are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any
Agent Party have any liability to any Borrower, any Lender, the Issuing Lender
or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).


 


(e)           Each
of the Company (on behalf of itself or the Borrowers), the Administrative
Agent, the Issuing Lender and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder
by notice to the other parties hereto. 
Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Company, the
Administrative Agent, the Issuing Lender and the Swing Line Lender.  In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such
Lender.


 


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(f)            The
Administrative Agent, the Issuing Lender and the Lenders shall be entitled to
rely and act upon any notices (including telephonic borrowing notices)
purportedly given by or on behalf of the Borrowers even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof.  The Company shall indemnify the
Administrative Agent, the Issuing Lender, each Lender and the Related Parties
of each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
the Borrowers.  All telephonic notices to
and other telephonic communications with the Administrative Agent may be recorded
by the Administrative Agent, and each of the parties hereto hereby consents to
such recording.


 


(g)           The
Borrowers hereby acknowledge that (a) the Administrative Agent and BAS
will make available to the Lenders and the Issuing Lender materials and/or
information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public
information with respect to the Company or its securities) (each, a “Public
Lender”).  The Borrowers hereby agree
that (w) all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed
to have authorized the Administrative Agent, BAS, the Issuing Lender and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Company or its securities for
purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall
be treated as set forth in Section 9.11); (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Investor;” and (z) the Administrative Agent and BAS
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public
Investor.”


 


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


 


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9.03         Expenses; Documentary
Taxes; Indemnification.


 


(a)           The
Borrowers agree (i) to pay or reimburse the Administrative Agent for all
reasonable costs and expenses incurred in connection with the development,
preparation, negotiation and execution of this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs,
and (ii) to pay or reimburse the Administrative Agent and each Lender for
all reasonable costs and expenses incurred after an Event of Default in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred after an Event of Default during any “workout”
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any bankruptcy, insolvency or similar law),
including all Attorney Costs.  The
foregoing costs and expenses shall include all search, filing, recording, title
insurance and appraisal charges and fees and taxes related thereto, and other
out-of-pocket expenses incurred by the Administrative Agent and the cost of
independent public accountants and other outside experts retained by the
Administrative Agent or any Lender.  All
amounts due under this Section 9.03(a) shall be payable within
fifteen Business Days after demand therefor. 
The agreements in this Section shall survive the termination of the
Commitments and repayment of all other Obligations.


 


(b)           Whether
or not the transactions contemplated hereby are consummated, the Borrowers
shall indemnify and hold harmless each Agent-Related Person, each Lender and
their respective Affiliates, directors, officers, employees, trustees,
advisors, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and
disbursements (including Attorney Costs) of any kind or nature whatsoever which
may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (i) the
execution, delivery, enforcement, performance or administration of any Loan
Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, including the consummation of the
Acquisition, (ii) any Commitment, Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the Issuing
Lender to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit) and (iii) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any
investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the


 


87

















 


“Indemnified
Liabilities”) provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.  To the
fullest extent permitted by applicable law, no Loan Party shall assert, and
each Loan Party hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Effective Date).  All amounts due under this Section 9.03(b) shall
be payable within fifteen (15) Business Days after demand therefor.  The agreements in this Section shall
survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all the other Obligations.


 


9.04         Amendments and Waivers.  No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrowers therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrowers, and received by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


 


(a)           waive
any condition set forth in Sections 3.01 or 3.02 without the written consent of
each Lender;


 


(b)           extend
or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 6.01) without the written consent of such
Lender;


 


(c)           postpone
any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders, or any of them,
or any scheduled reduction of the Commitments hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby;


 


(d)           reduce
the principal of, or the rate of interest specified herein on, any Loan or
(subject to clause (v) of the second proviso to this Section 9.04)
any fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby;


 


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(e)           change
Sections 2.17(b) or 9.09 in a manner that would alter the pro rata sharing
of payments required thereby without the written consent of each Lender;


 


(f)            change
any provision of this Section or the definition of “Required Lenders” or
any other provision hereof specifying the number or percentage of Lenders
required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender;


 


(g)           amend
Section 1.06 or the definition of “Alternative Currency” without the
written consent of each Lender;


 


(h)           release
or subordinate the Administrative Agent’s Lien upon any material portion of the
Collateral without the written consent of each Lender (except as provided in Section 9.15
on the Release Date and except in connection with a sale, transfer or other
disposition of that Collateral that is permitted under this Agreement); or


 


(i)            release
any Loan Party from its obligations under any Loan Document without the consent
of each Lender (except as provided in Section 9.15 on the Release Date and
except in connection with any sale of that Loan Party that is permitted under
this Agreement);


 


and, provided  further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the Issuing
Lender in addition to the Lenders required above, affect the rights or duties
of the Issuing Lender under this Agreement or any Letter of Credit Application
relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 9.05(i) may
not be amended, waived or otherwise modified without the consent of each
Granting Lender all or any part of whose Loans are being funded by an SPC at
the time of such amendment, waiver or other modification; and (v) any fee
letter may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto.


 


9.05         Successors and Assigns.


 


(a)           Successors
and Assigns Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that the Borrowers may not assign or otherwise transfer any of
their rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of subsection (b), (c) or
(d) of this Section, (ii) by way of participation in accordance


 


89

















 


with
the provisions of subsection (f) of this Section, (iii) by way
of pledge or assignment of a security interest subject to the restrictions of
subsection (g) of this Section, or (iv) to an SPC in accordance
with the provisions of subsection (i) of this Section 9.05, and
any other attempted assignment or transfer by any party hereto shall be null
and void.  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (f) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Lender and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           Assignments
by Lenders – Revolving Commitments. 
Any Lender may at any time assign to one or more Eligible Assignees all
or a portion of its rights and obligations under its Revolving Commitment
(including all or a portion of its Commitments and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in
Swing Line Loans) at the time owing to it) and may independently assign its
rights and obligations under its Revolving Commitment (with or without
assigning any other Debt under this Agreement which is then owned by it); provided
that except in the case of an assignment of the entire remaining amount of the
assigning Lender’s Revolving Commitment and the Loans thereunder at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of
the Revolving Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Revolving Commitments are not then in effect, the
principal outstanding balance of the related Loans of the assigning Lender
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of
the Trade Date, shall not be less than $10,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be unreasonably
withheld or delayed); provided, however, that (A) the approval of the
Company of assignments to any Person which is already a Lender, Affiliates of
any such Person, or to any Approved Fund, shall not be required, (B) the
approval of the Administrative Agent of assignments to any Person which is
already a Lender having a Revolving Commitment shall not be required, and (C) concurrent
assignments to members of an Assignee Group and concurrent assignments from
members of an Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been
met.  Notwithstanding the preceding
sentence, no assignment of any Revolving Loan or Revolving Commitment shall be
made to any Eligible Assignee which is an NMC Lender without the prior written
approval of the Administrative Agent, provided that the Administrative Agent
shall not withhold its approval of any such assignment where (y) the assigning
Lender shall continue to be a Revolving Lender


 


90

















 


hereunder,
and (b) the assigning Lender agrees in writing to become a Currency
Fronting Lender in respect of any portion of the Revolving Commitment which it
has assigned to an NMC Lender;


 


(c)           Assignments
by Lenders – Term Commitments.  Any
Lender may at any time assign to one or more Eligible Assignees all or a
portion of its rights and obligations under its Term A Loans or Term B Loans (and
may independently assign its Term A Loans or Term B Loans without assigning its
Loans under any other Commitment, and may also independently assign Loans made
under any Commitment in any currency without assigning Loans made under that
Commitment in another currency); provided that except in the case of an
assignment of the entire remaining amount of the assigning Lender’s such
Commitments and the related Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitments (which for this
purpose includes Loans outstanding thereunder) or, if the Commitments are not
then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than US$1,000,000 (or, in
the case of loans funded in other currencies, 1,000,000 units of the relevant
currency) or, in the case of concurrent assignments to one or more Approved
Funds of a Lender, aggregating at least such an amount, unless the
Administrative Agent otherwise consents (such consent not to be unreasonably
withheld or delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent assignments from
members of an Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been
met.


 


(d)           Assignments
Generally.  In addition to the requirements
of clauses (b) and (c) of this Section:


 


(i)            each
partial assignment shall be made as an assignment of a proportionate part of
the assigning Lender’s rights and obligations under the Loans or Commitments
assigned, except that this clause (i) shall not apply to rights in
respect of Swing Line Loans;


 


(ii)           upon
each assignment the assigning Lender shall pay to the Administrative Agent a
fee equal to the amount set forth on Schedule 12 hereto;


 


(iii)          each
assignment to a Person which is not an Affiliate or an Approved Fund of a
Lender holding Loans under the same Commitment must be approved by the
Administrative Agent unless the Person that is


 


91

















 


the
proposed assignee is itself a Lender (whether or not the proposed assignee
would otherwise qualify as an Eligible Assignee); and


 


(iv)          the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee in the amount, if any, required as set forth in Schedule 12, and the
Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.


 


Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (e) of this Section, from
and after the Effective Date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 2.19, 2.21, 8.03 and 9.03 with respect to facts and
circumstances occurring prior to the Effective Date of such assignment.  Upon request, the Borrowers (at their
expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (f) of
this Section.


 


(e)           Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrowers, shall maintain at the Administrative
Agent’s office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by each of the Borrowers
and the Issuing Lender at any reasonable time and from time to time upon
reasonable prior notice.  In addition, at
any time that a request for a consent for a material or substantive change to
the Loan Documents is pending, any Lender wishing to consult with other Lenders
in connection therewith may request and receive from the Administrative Agent a
copy of the Register.


 


(f)            Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrowers or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrowers or
any of the Borrowers’ Affiliates)


 


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(each,
a “Participant”) in all or a portion of that Lender’s rights and/or
obligations under this Agreement (including all or a portion of any of its
Commitments and/or the Loans (including that Lender’s participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i) that
Lender’s obligations under this Agreement shall remain unchanged, (ii) that
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the
Administrative Agent, the Lenders and the Issuing Lender shall continue to deal
solely and directly with that Lender in connection with that Lender’s rights
and obligations under this Agreement.


 


Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
clauses (c) or (d) of Section 9.04 that affects such
Participant.


 


(g)           Certain
Pledges.  Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank and in the case of any Lender that is a Fund, any pledge or
assignment to any holders of obligations owed, or securities issued, by such
Lender including to any trustee for, or any other representative of, such
holders; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 


(h)           Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


 


(i)            Special
Purpose Funding Vehicles. 
Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may grant to a special purpose funding vehicle identified as
such in writing from time to time by the Granting Lender to the Administrative
Agent and the Company (an “SPC”) the option to provide all or any part of any
Loan that such Granting Lender would otherwise be obligated to make pursuant to
this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to
exercise such option or otherwise fails to make all or any part of such Loan,
the Granting Lender shall be obligated to make such


 


93

















 


Loan
pursuant to the terms hereof or, if it fails to do so, to make such payment to
the Administrative Agent as is required under Section 2.18(b).  Each party hereto hereby agrees that (i) neither
the grant to any SPC nor the exercise by any SPC of such option shall increase
the costs or expenses or otherwise increase or change the obligations of the
Company under this Agreement (including its obligations under Section 8.03),
(ii) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would be liable, and (iii) the
Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. 
The making of a Loan by an SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or
any State thereof.  Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to,
but without prior consent of the Company and the Administrative Agent and with
the payment of a processing fee of $2,500, assign all or any portion of its
right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose
on a confidential basis any non-public information relating to its funding of
Loans to any rating agency, commercial paper dealer or provider of any surety
or Guarantee or credit or liquidity enhancement to such SPC.


 


(j)            Resignation
as Issuing Lender or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Commitment
and Loans pursuant to subsections (b) or (c) above, Bank of
America may, (i) upon 30 days’ notice to the Company and the Lenders,
resign as Issuing Lender and/or (ii) upon 30 days’ notice to the Company,
resign as Swing Line Lender.  In the
event of any such resignation as Issuing Lender or Swing Line Lender, the
Company shall be entitled to appoint from among the Lenders a successor Issuing
Lender or Swing Line Lender hereunder (but no Lender shall be obligated to
accept such appointment); provided, however, that no failure by
the Company to appoint any such successor shall affect the resignation of Bank
of America as Issuing Lender or Swing Line Lender, as the case may be.  If Bank of America resigns as Issuing Lender,
it shall retain all the rights and obligations of the Issuing Lender hereunder
with respect to all Letters of Credit outstanding as of the Effective Date of
its resignation as Issuing Lender and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund
risk participations in Unreimbursed Amounts pursuant to Section 2.22(c)).  If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
Effective Date of such resignation, including the right to


 


94

















 


require
the Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.05.


 


9.06         Governing Law;
Jurisdiction; Etc.


 


(a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


(b)           SUBMISSION
TO JURISDICTION.  EACH BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


 


(c)           WAIVER
OF VENUE.  EACH BORROWER IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.


 


95

















 


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


 


9.08                           Several
Obligations.  The obligations of the
Lenders hereunder to make Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments under Section 7.07 are several
and not joint.  The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under Section 7.07
on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to
purchase its participation or to make its payment under Section 7.07.


 


9.09                           Set-Offs;
Sharing of Set-Offs.


 


(a)                                  If
an Event of Default shall have occurred and be continuing, each Lender and the
Issuing Lender is hereby authorized at any time and from time to time, after
obtaining the prior written consent of the Administrative Agent, to the fullest
extent permitted by applicable law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the Issuing Lender or any such Affiliate to or for
the credit or the account of the Borrowers against any and all of the
obligations of the Borrowers now or hereafter existing under this Agreement or
any other Loan Document to such Lender or the Issuing Lender, irrespective of
whether or not such Lender or the Issuing Lender shall have made any demand
under this Agreement or any other Loan Document and although such obligations
of the Borrowers may be contingent or unmatured or are owed to a branch or
office of such Lender or the Issuing Lender different from the branch or office
holding such deposit or obligated on such indebtedness.  The rights of each Lender and the Issuing
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender and the Issuing Lender may
have.  Each Lender and the Issuing Lender
agrees to notify the Company and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such notice
shall not affect the validity of such setoff and application.


 


(b)                                 Each
Lender agrees that if it shall, by exercising any right of set-off or
counterclaim or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest due under this Agreement or any other Loan
Document which is greater than the proportion received by any other Lender in
respect of the aggregate amount of principal and interest due under this
Agreement or any other Loan Document held by such other Lender, the Lender
receiving such proportionately greater payment shall purchase such
participations in the principal and interest due under this Agreement or any
other Loan


 


96

















 


Document
held by the other Lenders, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest due under this
Agreement or any other Loan Document held by the Lenders shall be shared by the
Lenders pro rata; provided that nothing in this Section shall
impair the right of any Lender to exercise any right of set-off or counterclaim
it may have and to apply the amount subject to such exercise to the payment of
indebtedness of the Borrowers other than their indebtedness under this
Agreement and the other Loan Documents. 
The Borrowers agree, to the fullest extent they may effectively do so under
applicable law, that any holder of a participation in the principal and
interest due under this Agreement or any other Loan Document, whether or not
acquired pursuant to the foregoing arrangements, may exercise rights of set-off
or counterclaim and other rights with respect to such participation as fully as
if such holder of a participation were a direct creditor of the Borrowers in
the amount of such participation.


 


9.10                           WAIVER
OF JURY TRIAL.  EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). 
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


9.11                           Treatment
of Certain Information; Confidentiality. 
Each of the Administrative Agent, the Lenders and the Issuing Lender
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed:


 


(a)                                  to
its Affiliates and to its and its Affiliates’ respective partners, directors,
trustees, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential),


 


(b)                                 to
the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners),


 


(c)                                  to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process,


 


(d)                                 to
any other party hereto,


 


97

















 


(e)                                  in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder,


 


(f)                                    subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to the Borrowers and their
obligations,


 


(g)                                 with
the consent of the Company or


 


(h)                                 to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the Issuing Lender or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrowers.


 


For purposes of this Section, “Information” means all
information received from the Company or any Subsidiary relating to the Company
or any Subsidiary or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the
Issuing Lender on a nonconfidential basis prior to disclosure by the Company or
any Subsidiary, provided that, in the case of information received from the
Company or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.


 


Each of the Administrative Agent, the Lenders and the
Issuing Lender acknowledges that (i) the Information may include material
non-public information concerning the Company or a Subsidiary, as the case may
be, (ii) it has developed compliance procedures regarding the use of
material non-public information and (iii) it will handle such material
non-public information in accordance with applicable Law, including Federal and
state securities Laws.


 


9.12                           Replacement
of Lenders.  If any Lender requests
compensation under Section 8.03, or if the Borrowers are required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.21 or Section 2.23, or if
any Lender is a Defaulting Lender, or if any Lender does not consent to a
requested waiver or amendment hereof that requires the approval of all of the
Lenders and which is consented to by the Required Lenders, or if any Lender
does not consent to the provision of Alternative Currencies pursuant to Section 1.06(a) which
are approved by the Required Lenders, then the Borrowers may, at their sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 9.05),
all of its interests, rights and


 


98

















 


obligations
under this Agreement and the related Loan Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:


 


(a)                                  the
Borrowers shall have paid to the Administrative Agent the assignment fee
specified in Section 9.05;


 


(b)                                 such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 2.19) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Borrowers (in the case of all other amounts);


 


(c)                                  in
the case of any such assignment resulting from a claim for compensation under Section 8.03
or payments required to be made pursuant to Section 2.23, such assignment
will result in a reduction in such compensation or payments thereafter; and


 


(d)                                 such
assignment does not conflict with applicable Laws.


 


A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrowers to require such
assignment and delegation cease to apply.


 


9.13                           USA
PATRIOT Act Notice.  Each Lender that
is subject to the Act (as hereinafter defined) and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrowers that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies the Borrowers, which information
includes the name and address of each Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify the
Borrowers in accordance with the Act.


 


9.14                           Office
of Foreign Asset Control and Bank Secrecy Act.  Each Borrower shall (a) ensure, and
cause each of its Subsidiaries to ensure, that no person who owns a Controlling
interest in or otherwise controls such Borrower or any of its Subsidiaries is
or shall be listed on the Specially Designated Nationals and Blocked Person
List or other similar lists maintained by the Office of Foreign Assets Control
(“OFAC”), the Department of the Treasury, or included in any Executive Orders, (b) not
use or permit the use of the proceeds of the Loans to violate any of the
foreign asset control regulations of OFAC or any enabling statute or Executive
Order relating thereto, and (c) comply, and cause each of its Subsidiaries
to comply, with all applicable Bank Secrecy Act (“BSA”) laws and regulations,
as amended.


 


9.15                           Release
of Guaranties and Stock Pledge Agreements. 
Promptly following a written request by the Company, the Administrative
Agent and the Lenders shall (a) release the Domestic Guaranty and the
Foreign Guaranty, and (b) instruct the Collateral Agent to


 


99

















 


release the
Liens of the Stock Pledge Agreement, provided that, as of the date of such
request (the date of such release and termination being the “Release Date”),
each of the following conditions precedent has been fulfilled:


 


(a)                                  the
Leverage Ratio has been equal to or less than 4.50:1.00 for the then most recent
two consecutive fiscal quarters of the Company,


 


(b)                                 no
Default or Event of Default shall have occurred and be continuing; and


 


(c)                                  the
Administrative Agent shall have received a certificate from the Company as to
the matters described in clauses (a) and (b) above, and shall be
satisfied that the similar Liens in support of the Public Debt and the related
guarantees of the Foreign Guarantors and the Material Domestic Subsidiaries
shall be concurrently terminated (other than the guaranty of the Co-Borrower).


 


100

















 


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


 


	
   

  	
  HILTON HOTELS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mariel A. Joliet

  
	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HILTON PCB SARL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mariel A. Joliet

  
	
   

  	
  Title:

  	
  Manager

  



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BANK OF AMERICA, N.A., as Administrative

  
	
   

  	
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Chris M. Levine, Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  Issuing Lender and as Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Jeff Susman, Senior Vice President

  



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  UBS LOAN FINANCE, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Joselin Fernandes

  
	
   

  	
  Title:

  	
  Associate Director Banking Products

  
	
   

  	
   

  	
  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Christopher M. Aitkin

  
	
   

  	
  Title:

  	
  Associate Director Banking Products

  
	
   

  	
   

  	
  Services, US

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND plc, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Timothy J. McNaught

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  THE BANK OF NEW YORK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Besser

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BNP PARIBAS, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Janice S. Ho

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mitchell Ozawa

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  CALYON NEW YORK BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jan Hazelton

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  David Bowers

  
	
   

  	
  Title:

  	
  Director

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  MORGAN STANLEY BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eugene F. Martin

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Dean R. Whitehill

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  CITICORP NORTH AMERICA, INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Niraj R. Shah

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  WELLS FARGO BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Lucy Nixon

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  R.H. Boese

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  SCOTIABANC, INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  William E. Zarrett

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD., as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Makoto Murata

  
	
   

  	
  Title:

  	
  Deputy General Manager

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  COMMERZBANK AG, NEW YORK AND

  GRAND CAYMAN BRANCHES, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Christian Jagenberg

  
	
   

  	
  Title:

  	
  SVP and Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Yangling Joanne Si

  
	
   

  	
  Title:

  	
  AVP

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Friedrieh R. Baedorf

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  SUNTRUST BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Bugbee

  
	
   

  	
  Title:

  	
  Director

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BANCO BILBAO VIZCAYA ARGENTARIA,

  S.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Maria T. Vizan

  
	
   

  	
  Title:

  	
  AVP Global GRP Banking

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Giampaolo Consigliere

  
	
   

  	
  Title:

  	
  Vice President Global Trade Finance

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  CAJA MADRID, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ricardo Benede

  
	
   

  	
  Title:

  	
  Corporate Banking

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Gema Gauez

  
	
   

  	
  Title:

  	
  Capital Markets

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  LLOYDS TSB BANK PLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Andrew Roberts

  
	
   

  	
  Title:

  	
  Vice President, Corporate Banking

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Windsor Davies

  
	
   

  	
  Title:

  	
  Director, Corporate Banking

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BAYERISCHE HYPO- und VEREINSBANK AG,

  NEW YORK BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Marianne Weinzinger

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Kimberly Sousa

  
	
   

  	
  Title:

  	
  Director

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BANK OF SCOTLAND, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Karen Weich

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  CAJA DE AHORROS DEL MEDITERRANEO, as

  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jose Rafael Pastor Lluch

  
	
   

  	
  Title:

  	
  Jefe de Prestamos Sindicados

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Susan M. Tate

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  NATEXIS BANQUES POPULAIRES, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Nicolas J. Regent

  
	
   

  	
  Title:

  	
  VP Multinational Group

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  PJ van Tulden

  
	
   

  	
  Title:

  	
  Group Head

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  UNITED OVERSEAS BANK LIMITED, LOS

  ANGELES AGENCY, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Hoong Chen

  
	
   

  	
  Title:

  	
  First Vice President and General Manager

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  KfW, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Henning von Blanckenburg

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael Andres

  
	
   

  	
  Title:

  	
  Senior Project Manager

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  THE NORTHERN TRUST COMPANY, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Lisa McDermott

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BANCA NAZIONALE DEL LAVORO SpA, 

  NEW YORK BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Juan Cortes

  
	
   

  	
  Title:

  	
  Relationship Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Francesco Di Mario

  
	
   

  	
  Title:

  	
  Senior Manager

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  CRÉDIT INDUSTRIEL ET COMMERCIAL, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Marcus Edward

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Sean Mounier

  
	
   

  	
  Title:

  	
  First Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Dorothy G.W. Brailer

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  IXIS CORPORATE & INVESTMENT BANK,
  as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Thierry Bernard

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael Koch

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  COMMONWEALTH BANK OF AUSTRALIA, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jeff Heazlewood

  
	
   

  	
  Title:

  	
  Relationship Executive

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  LANDESBANK HESSEN-THURINGEN

  GIROZENTRALE, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Dr. Arne Weick

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Manuel Schemann

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  NORTH FORK BUSINESS CAPITAL

  CORPORATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steve Goetschius

  
	
   

  	
  Title:

  	
  SVP

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BANCA INTESA S.p.A., NEW YORK

  BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Nicholas A. Matacchieri

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Anthony F. Giobbi

  
	
   

  	
  Title:

  	
  First Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott J. Bell

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  FIRST TENNESSEE BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  R. Shane Norman

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  THE COOPERATIVE BANK PLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven Jackson

  
	
   

  	
  Title:

  	
  Manager

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  FORTIS CAPITAL CORP., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John M. Crawford

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Henk Debailleur

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  THE INTERNATIONAL COMMERCIAL BANK

  OF CHINA, NEW YORK AGENCY, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Nae-Yee Lung

  
	
   

  	
  Title:

  	
  EVP & General Manager

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  FIRST COMMERCIAL BANK, NEW YORK

  AGENCY, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Bruce M.J. Ju

  
	
   

  	
  Title:

  	
  VP & General Manager

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BANK OF HAWAII, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John P. McKenna

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BANK OF TAIWAN, LONDON BRANCH,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Fu-San Chiang

  
	
   

  	
  Title:

  	
  General Manager

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  BAYERISCHE
  LANDESBANK, 

  New York Branch, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Stuart Schulman

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Norman McClave

  
	
   

  	
  Title:

  	
  First Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  CAIXA GERAL DE DEPOSITOS, NEW YORK

  BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Francisco N. Graca

  
	
   

  	
  Title:

  	
  Executive Vice President & General

  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Dale Prusinowski

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  COMERICA WEST INCORPORATED, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Elise M. Walker

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  [SIGNATURE PAGE HILTON HOTELS

  
	
  CORPORATION CREDIT AGREEMENT]

  



 

















 


	
   

  	
  KBC BANK N.V., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jose Policarpio, Jr.

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Snauffer

  
	
   

  	
  Title:

  	
  First Vice President

  
					



 


 


	
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  MIDFIRST BANK, A FEDERALLY

  CHARTERED SAVINGS ASSOCIATION, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Darrin Rigler

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
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  NATIONAL BANK OF EGYPT, NEW YORK, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Hassan Eissa

  
	
   

  	
  Title:

  	
  General Manager

  
					



 


 


	
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  SANPAOLO IMI S.p.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Renato Carducci

  
	
   

  	
  Title:

  	
  G.M.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Wurster

  
	
   

  	
  Title:

  	
  S.V.P.

  
					



 


 


	
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  STANDARD CHARTERED BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Gilberto Tollinchi

  
	
   

  	
  Title:

  	
  Vice President A2590

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Andrew Y. Ng

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
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  UNION BANK OF CALIFORNIA, N.A., as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard J. Salmon

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
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  WESTPAC BANKING CORPORATION, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Isaac Rankin

  
	
   

  	
  Title:

  	
  Head of Relationship Management

  
					



 


 


	
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  ICICI BANK CANADA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Piyush Bhatia

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
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  ICICI BANK LIMITED, HONG KONG BRANCH,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Arnab Basu

  
	
   

  	
  Title:

  	
  Chief Executive, Hong Kong &
  Regional

  Head, North Asia

  
					



 


 


	
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  BANK OF CHINA, LOS ANGELES BRANCH, as

  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Xiao Wang

  
	
   

  	
  Title:

  	
  Branch Manager & Vice President

  
					



 


 


	
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  CENTRAL PACIFIC BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Heather Piper

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


	
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  FIRST HAWAIIAN BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Charles L. Jenkins

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


	
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