Exhibit 10.A(i)


 


U.S. $450,000,000


 


MULTICURRENCY CREDIT
AGREEMENT


 


Dated as of September 29,
1993


 


As Amended and Restated
as of August 13, 2004


 


Among


 


ECOLAB INC.,

as a Borrower and as Guarantor,


 


ECOLAB PTY LIMITED (ABN
59 000 449 990),

as a Borrowing Subsidiary,


 


ECOLAB FINANCE PTY
LIMITED (ABN 34 082 979 655),

as a Borrowing Subsidiary,


 


THE FINANCIAL
INSTITUTIONS NAMED HEREIN,

as Banks,


 


THE FINANCIAL
INSTITUTIONS NAMED HEREIN,

as Issuing Banks,


 


CITICORP USA, INC.,

as Administrative Agent,


 


JPMORGAN CHASE BANK,

as Syndication Agent,


 


CREDIT SUISSE FIRST
BOSTON,

as Documentation Agent,


 


CITIBANK INTERNATIONAL
PLC,

as Euro-Agent,


 


And


 


CITIGROUP GLOBAL MARKETS
INC. and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and

Joint Bookrunners


 





















 


	
  ARTICLE I

  	
   

  
	
  DEFINITIONS AND
  ACCOUNTING TERMS

  	
   

  
	
  SECTION
  1.01. Certain Defined Terms

  	
   

  
	
  SECTION
  1.02. Computation of Time Periods

  	
   

  
	
  SECTION 1.03.
  Accounting Terms and Change in Accounting Principles

  	
   

  
	
  SECTION 1.04.
  Currency Equivalents Generally

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  AMOUNTS AND TERMS
  OF THE ADVANCES

  	
   

  
	
  SECTION 2.01.
  The Committed Advances and Letters of Credit.

  	
   

  
	
  SECTION 2.02.
  Making the A Advances

  	
   

  
	
  SECTION
  2.02A. Terms of Local Currency Facilities

  	
   

  
	
  SECTION
  2.02B. Making the Local Currency Advances

  	
   

  
	
  SECTION
  2.02C Letters of Credit

  	
   

  
	
  SECTION 2.03.
  The B Advances

  	
   

  
	
  SECTION 2.04.
  Fees.

  	
   

  
	
  SECTION 2.05.
  Reduction of the Commitments; Increased Commitments; Additional Banks.

  	
   

  
	
  SECTION 2.06.
  Repayment of Committed Advances

  	
   

  
	
  SECTION 2.07.
  Interest on Committed Advances

  	
   

  
	
  SECTION 2.08.
  Additional Interest on Eurocurrency Advances

  	
   

  
	
  SECTION 2.09.
  Interest Rate Determination.

  	
   

  
	
  SECTION 2.10.
  Voluntary Conversion or Continuation of Advances.

  	
   

  
	
  SECTION 2.11.
  Prepayments.

  	
   

  
	
  SECTION 2.12.
  Increased Costs and Reduced Return.

  	
   

  
	
  SECTION 2.13.
  Illegality

  	
   

  
	
  SECTION
  2.14. Payments and Computations.

  	
   

  
	
  SECTION 2.15.
  Sharing of Payments, Etc

  	
   

  
	
  SECTION 2.16.
  Currency Equivalents

  	
   

  
	
  SECTION
  2.17. Taxes.

  	
   

  
	
  SECTION 2.18.
  Substitution of Banks

  	
   

  
	
  SECTION 2.19.
  Extension of Commitments

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  CONDITIONS OF
  LENDING

  	
   

  
	
  SECTION 3.01.
  Conditions Precedent to this Agreement and to Initial Extensions of Credit.

  	
   

  
	
  SECTION 3.02.
  Conditions Precedent to Each Committed Borrowing and Letter of Credit

  	
   

  
	
  SECTION 3.03.
  Conditions Precedent to Certain Borrowings or Letters of Credit

  	
   

  
	
  SECTION 3.04.
  Conditions Precedent to Each B Borrowing

  	
   

  
	
  SECTION 3.05.
  Conditions Precedent to Initial Local Currency Borrowing under any Local
  Currency Addendum

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  REPRESENTATION AND
  WARRANTIES

  	
   

  
	
  SECTION 4.01.
  Representations and Warranties of the Company

  	
   

  
	
  SECTION 4.02.
  Representations and Warranties of Borrowing Subsidiaries

  	
   

  



 


i





















 


	
  ARTICLE V

  	
   

  
	
  COVENANTS OF THE
  COMPANY

  	
   

  
	
  SECTION 5.01. Affirmative Covenants

  	
   

  
	
  SECTION 5.02. Negative Covenants

  	
   

  
	
  SECTION 5.03. Financial Covenant

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  EVENTS OF DEFAULT

  	
   

  
	
  SECTION 6.01.
  Events of Default

  	
   

  
	
  SECTION 6.02.
  Letter of Credit Collateral Account.

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  THE AGENT AND
  THE EURO-AGENT

  	
   

  
	
  SECTION 7.01.
  Authorization and Action

  	
   

  
	
  SECTION 7.02.
  Agent’s Reliance, Etc

  	
   

  
	
  SECTION 7.03.
  Citicorp and Affiliates

  	
   

  
	
  SECTION 7.04.
  Bank Credit Decision

  	
   

  
	
  SECTION 7.05.
  Indemnification

  	
   

  
	
  SECTION 7.06.
  Successor Agents

  	
   

  
	
  SECTION 7.07.
  Co-Agents

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  GUARANTY

  	
   

  
	
  SECTION 8.01.
  The Guaranty

  	
   

  
	
  SECTION 8.02.
  Guaranty Unconditional

  	
   

  
	
  SECTION 8.03.
  Discharge Only Upon Payment In Full; Reinstatement in Certain Circumstances

  	
   

  
	
  SECTION 8.04.
  Waiver by the Company

  	
   

  
	
  SECTION 8.05.
  Subrogation

  	
   

  
	
  SECTION 8.06.
  Stay of Acceleration

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
  SECTION 9.01. Amendments, Etc

  	
   

  
	
  SECTION 9.02.
  Notices, Etc

  	
   

  
	
  SECTION 9.03.
  No Waiver; Remedies

  	
   

  
	
  SECTION 9.04.
  Costs and Expenses

  	
   

  
	
  SECTION 9.05.
  Right of Set-off

  	
   

  
	
  SECTION 9.06.
  Judgment

  	
   

  
	
  SECTION 9.07.
  Binding Effect

  	
   

  
	
  SECTION 9.08.
  Assignments and Participations.

  	
   

  
	
  SECTION 9.09.
  Consent to Jurisdiction

  	
   

  
	
  SECTION 9.10. GOVERNING LAW

  	
   

  
	
  SECTION 9.11.
  Execution in Counterparts

  	
   

  
	
  SECTION
  9.12. Indemnification

  	
   

  
	
  SECTION 9.13.
  Confidentiality

  	
   

  
	
  SECTION 9.14.
  Non-Reliance by the Banks

  	
   

  
	
  SECTION 9.15.
  No Indirect Security

  	
   

  
	
  SECTION 9.16.
  Waiver of Jury Trial

  	
   

  



 


ii





















 


	
  SECTION 9.17.
  Amendment and Restatement

  	
   

  
	
  SECTION 9.18.
  USA Patriot Act Notification

  	
   

  
	
   

  	
   

  



 


iii





















 


	
  ANNEX A

  	
   

  	
  COMMITMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
   

  	
  Form of A Note

  	
   

  
	
  EXHIBIT A-2

  	
   

  	
  Form of B Note

  	
   

  
	
  EXHIBIT B-1

  	
   

  	
  Form of Notice of A Borrowing

  	
   

  
	
  EXHIBIT B-2

  	
   

  	
  Form of Notice of B Borrowing (Dollars)

  	
   

  
	
  EXHIBIT B-3

  	
   

  	
  Form of Notice of B Borrowing (Alternative
  Currency)

  	
   

  
	
  EXHIBIT B-4

  	
   

  	
  Form of Notice of Local Currency Borrowing

  	
   

  
	
  EXHIBIT B-5

  	
   

  	
  Form of Notice of Letter of Credit Issuance

  	
   

  
	
  EXHIBIT C-1

  	
   

  	
  Form of Assignment and Acceptance

  	
   

  
	
  EXHIBIT C-2

  	
   

  	
  Form of Increase Agreement

  	
   

  
	
  EXHIBIT D

  	
   

  	
  Form of Election to Participate

  	
   

  
	
  EXHIBIT E

  	
   

  	
  Form of Opinion of General Counsel of
  the Company

  	
   

  
	
  EXHIBIT F

  	
   

  	
  Form of Opinion of Special Counsel for the
  Company

  	
   

  
	
  EXHIBIT G

  	
   

  	
  Form of Opinion of Special Counsel for
  Borrowing Subsidiaries

  	
   

  
	
  EXHIBIT H

  	
   

  	
  Form of Opinion of Special Counsel for the
  Agent

  	
   

  
	
  EXHIBIT I

  	
   

  	
  Form of Local Currency Addendum

  	
   

  
	
  SCHEDULE I

  	
   

  	
  Applicable Lending Office

  	
   

  



 


iv





















 


MULTICURRENCY CREDIT AGREEMENT


 


Dated as of September 29,
1993


 


As Amended and Restated
as of August 13, 2004


 


ECOLAB INC., a Delaware corporation, ECOLAB PTY
LIMITED (ABN 59 000 449 990) (“Ecolab Pty”), as a Borrowing Subsidiary,
ECOLAB FINANCE PTY LIMITED (ABN 34 082 979 655) (“Ecolab Finance Pty”),
as a Borrowing Subsidiary, the financial institutions party hereto as Banks
from time to time, the financial institutions party hereto as Issuing Banks
from time to time, CITICORP USA, INC. (“Citicorp”), as administrative
agent (the “Agent”) for the Banks and Issuing Banks hereunder, CITIBANK
INTERNATIONAL PLC, as agent for the Banks in connection with certain of the
Eurocurrency Advances (the “Euro-Agent”), JPMORGAN CHASE BANK, as syndication
agent (the “Syndication Agent”), and CREDIT SUISSE FIRST BOSTON, as
documentation agent (the “Documentation Agent”), agree as follows:


 


ARTICLE I


DEFINITIONS AND ACCOUNTING TERMS


 


SECTION 1.01.  Certain
Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):


 


“A Advance” means an advance by a Bank to a
Borrower as part of an A Borrowing and refers to a Base Rate Advance or a
Eurocurrency Advance, each of which shall be a “Type” of A Advance.


 


“A Borrowing” means a borrowing consisting of
simultaneous A Advances of the same Type made to a single Borrower by each of
the Banks pursuant to Section 2.01.


 


“A Note” means a promissory note of a Borrower
payable to the order of any Bank, in substantially the form of Exhibit A-1
hereto, evidencing the aggregate indebtedness of such Borrower to such Bank
resulting from the A Advances made by such Bank to such Borrower.


 


“Added Bank” has the meaning specified in Section
2.05(c).


 


“Advance” means an A Advance, a Local Currency
Advance or a B Advance.


 


“Affiliate” means, when used with respect to a
specified Person, another Person that directly or indirectly controls or is
controlled by or is under common control with the Person specified.


 


“Agreement” means this Multicurrency Credit
Agreement, originally dated as of September 29, 1993, as the same has been
amended and amended and restated from time to time, including by this amendment
and restatement dated as of August 13, 2004, as it may from time to time
hereafter be amended, restated, supplemented or otherwise modified.


 





















 


“Alternative Currency” means any lawful
currency other than Dollars which is freely transferable and convertible into
Dollars.


 


“Anniversary Date” means each August 13
occurring during the term of this Agreement, commencing August 13, 2005, or if
any such date is not a Business Day, the next preceding Business Day.


 


“Applicable Eurocurrency Margin” has the
meaning specified in Section 2.07(b).


 


“Applicable Lending Office” means, with respect
to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate
Advance, such Bank’s Eurocurrency Lending Office in the case of a Eurocurrency
Advance (other than a Eurocurrency Advance which is a Local Currency Advance),
such Bank’s (or its Affiliate’s) branch or agency, as specified by such Bank in
the applicable Local Currency Addendum, in the case of a Local Currency
Advance, and, in the case of a B Advance, the office of such Bank notified by
such Bank to the Agent as its Applicable Lending Office with respect to such B
Advance.


 


“Applicable Margin” means, as applicable, the
Applicable Eurocurrency Margin under Section 2.07(b), the applicable
Floating Rate margin per annum under any applicable Local Currency Addendum or
the applicable Fixed Rate margin per annum under any applicable Local Currency
Addendum.


 


“Assigning Bank” has the meaning specified in Section
2.05(e).


 


“Assignment and Acceptance” means an assignment
and acceptance in substantially the form of Exhibit C-1 hereto pursuant
to which a Bank assigns all or a portion of such Bank’s rights and obligations
under this Agreement in accordance with the terms of Section 9.08.


 


“Australian Local Currency Addendum” or “Australian
Local Currency Addenda” means, as applicable, each of or both of (a) the
Local Currency Addendum dated as of October 17, 1997 among Ecolab Pty, the
Company, the Local Currency Banks named therein, the Agent and Citisecurities
Limited, as Local Currency Agent, and (b) the Local Currency Addendum dated as
of June 23, 1998 among Ecolab Finance Pty, the Company, the Local Currency
Banks named therein, the Agent and Citisecurities Limited, as Local Currency
Agent, in each case as the same may from time to time be amended, restated,
supplemented or otherwise modified.


 


“Available Commitment” means, as to any Bank at
any time, an amount equal to such Bank’s Commitment at such time minus
the sum of (a) the aggregate of all such Bank’s Committed Advances outstanding
at such time and (b) the aggregate of all such Bank’s Letter of Credit
Participations outstanding at such time.


 


“B Advance” means an advance by a Bank to a
Borrower as part of a B Borrowing resulting from the applicable auction bidding
procedure described in Section 2.03.


 


“B Borrowing” means a borrowing consisting of
simultaneous B Advances to a Borrower from each of the Banks whose offer to
make a B Advance as part of such borrowing


 


2





















 


has been accepted by the Company on behalf of such Borrower under the
applicable auction bidding procedure described in Section 2.03.


 


“B Note” 
means a promissory note of a Borrower payable to the order of any Bank,
in substantially the form of Exhibit A-2 hereto, evidencing the
indebtedness of such Borrower to such Bank resulting from a B Advance made by
such Bank.


 


“B Reduction” has the meaning specified in Section
2.01.


 


“Banks” means the financial institutions listed
on the signature pages hereof, any assignee of a Bank pursuant to an Assignment
and Acceptance and any Added Bank, but excluding any former Bank that has
assigned all of its obligations hereunder pursuant to an Assignment and
Acceptance.


 


“Base Rate” means, for any period, a
fluctuating interest rate per annum as shall be in effect from time to time
which rate per annum shall at all times be equal to the higher of:


 


(a)           the rate of interest announced
publicly by Citibank in New York, New York, from time to time, as Citibank’s
base rate; or


 


(b)           one-half of one percent per annum
above the Federal Funds Rate.


 


“Base Rate Advance” means an A Advance
denominated in Dollars which bears interest as provided in Section 2.07(a).


“Borrower” means the Company or any Borrowing
Subsidiary, and, subject to Section 5.02(b), their respective successors
and assigns, and “Borrowers” means all of the foregoing.


 


“Borrowing” means an A Borrowing, a Local
Currency Borrowing or a B Borrowing.


 


“Borrowing Subsidiary” means each of Ecolab
Pty, Ecolab Finance Pty and any other Subsidiary (a) that is a Wholly-Owned
Consolidated Subsidiary and (b) as to which an Election to Participate shall
have been delivered to the Agent, duly executed on behalf of such Borrowing
Subsidiary and the Company, prior to the date of any Notice of Borrowing on
behalf of such Borrowing Subsidiary.


 


“Business Day” means a day of the year, other
than a Saturday or Sunday, (a) on which banks are not required or authorized to
close in New York City, (b) if the applicable Business Day relates to any
Eurocurrency Advance, on which dealings are carried on in the London interbank
market and (c) if the applicable Business Day relates to a disbursement to or
payment by a Borrowing Subsidiary or a branch of the Company under a Local Currency
Addendum, on which banks are not required or authorized to close in the city in
which the chief executive office or principal place of business of such
Borrowing Subsidiary is located or in which such branch of the Company is
located, respectively.


 


3





















 


“Capitalization” means, as of any date, the sum
of Total Debt plus Shareholders’ Equity.


 


“Change of Control” means an event which shall
be deemed to have occurred if any person or group of persons (within the
meaning of Section 13 or 14 of the Exchange Act) acquires beneficial ownership
(within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under the Exchange Act) of stock of the Company of any class or
classes where the stock the beneficial ownership of which is so acquired
represents (otherwise than by reason only of the happening of a contingency)
more than 50 percent of the ordinary voting power for the election of directors
generally of the Company; or, during any period of 12 consecutive calendar
months, individuals:


 


(a)                                  who
were directors of the Company on the first day of such period, or


 


(b)                                 whose
election or nomination for election to the board of directors of the Company
was recommended or approved by at least a majority of the directors then still
in office who were directors of the Company on the first day of such period, or
whose election or nomination for election was so approved


 


shall cease to constitute a majority of the board of directors of the
Company.


 


“Citibank” means Citibank, N.A.


 


“Collateral Shortfall Amount” means, at any
time, the excess, if any, of (a) the amount of Letter of Credit Obligations
outstanding at such time over (b) the amount on deposit in the Letter of
Credit Collateral Account at such time that is subject to a perfected security
interest in favor of the Agent for the benefit of the Banks and the Issuing
Banks, subject to no Liens prohibited under Section 5.02(a).


 


“Commercial Letter of Credit” means any
documentary Letter of Credit Issued by an Issuing Bank pursuant to Section
2.02C for the account of a Borrower which is drawable upon presentation of
documents evidencing the sale or shipment of goods purchased by such Borrower
in the ordinary course of its business.


 


“Committed Advance” means an A Advance or a
Local Currency Advance.


 


“Committed Borrowing” means an A Borrowing or a
Local Currency Borrowing.


 


“Commitment” means, for each Bank, the amount
set forth opposite such Bank’s name on Annex A under the caption “Commitment”
or, in the case of an Added Bank, in the applicable Increase Agreement, as such
amount may be reduced or increased pursuant to Section 2.05 or pursuant
to an assignment made in accordance with Section 9.08.


 


“Company” means Ecolab Inc., a Delaware
corporation, and, subject to Section 5.02(b), any and all successors
thereto.


 


4





















 


“Consolidated Subsidiary” means at any date any
Subsidiary the accounts of which would be consolidated with those of the
Company in its consolidated financial statements at such date in accordance
with GAAP.


 


“Convert”, “Conversion”, and “Converted”
each refer to a conversion of Committed Advances of one Type into Committed
Advances of another Type pursuant to Section 2.09, 2.10 or 2.13.


 


“Credit Rating” means, at any time, the debt
rating on the Company’s long-term senior unsecured non-credit enhanced debt
then most recently publicly announced by either Moody’s or S&P, and “Credit
Ratings” means both such credit ratings.


 


“Debt” means (but without duplication of any
item) (a) indebtedness for borrowed money; (b) obligations evidenced by bonds,
debentures, notes or other similar instruments; (c) obligations to pay the
deferred purchase price of property or services, excluding trade obligations and
other accounts payable arising in the ordinary course of business; (d)
obligations as lessee under leases which shall have been or should be, in
accordance with GAAP, recorded as capital leases; (e) obligations under direct
or indirect guaranties in respect of, and obligations (contingent or otherwise)
to purchase or otherwise acquire, or otherwise to assure a creditor against
loss in respect of, indebtedness or obligations of others of the kinds referred
to in clauses (a) through (d) above; and (f) solely with respect to Section
5.02(a), liabilities in respect of unfunded vested benefits under plans
covered by Title IV of ERISA.


 


“Default” means any event which would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.


 


“Designated A Borrowing” has the meaning
specified in Section 2.01(b).


 


“Designated Local Currency Borrowing” has the
meaning specified in Section 2.01(b).


 


“Designated Prepayment” has the meaning
specified in Section 2.01(b).


 


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


 


“Domestic Lending Office” means, with respect
to any Bank, the office of such Bank specified as its “Domestic Lending Office”
opposite its name on Schedule I hereto or such other office of such Bank
located within the United States of America as such Bank may from time to time
specify to the Company and the Agent.


 


“Election to Participate” means an Election to
Participate in substantially the form of Exhibit D hereto.


 


“Eligible Assignee” means (a) a Bank or any
Affiliate of a Bank; (b) a commercial bank organized under the laws of the
United States of America, or any State thereof, and having a combined capital
and surplus of at least $250,000,000; or (c) a commercial bank organized under
the laws of any other country which is a member of the Organization for 


 


5





















 


Economic Cooperation and Development (the “OECD”), or a
political subdivision of any such country, and having a combined capital and
surplus of at least $250,000,000 or the local currency equivalent thereof,
provided that such bank is acting through a branch or agency located in the
United States of America.


 


“Eligible Local Currency Bank” means with
respect to any Local Currency Addendum, any Local Currency Bank under such
Local Currency Addendum which meets the eligibility requirements set forth in
such Local Currency Addendum.


 


“EMU” means the economic and monetary union in
accordance with the Treaty of Rome 1957, as amended by the Single European Act
1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.


 


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


 


“ERISA” means the Employment Retirement Income
Security Act of 1974, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.


 


“ERISA Affiliate” means (a) any corporation
that is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Internal Revenue Code) as the Company or any
of its Subsidiaries, and (b) any partnership, trade or business under common
control (within the meaning of Section 414(c) of the Internal Revenue Code)
with the Company or any of its Subsidiaries.


 


“Euro” and “EUR” mean the lawful
currency of the Participating Member States introduced in accordance with EMU
Legislation.


 


“Eurocurrency Advance” means an Advance
denominated in Dollars or in an Alternative Currency which bears interest as
provided in Section 2.07(b).


 


“Eurocurrency Lending Office” means, with
respect to any Bank, the office of such Bank specified as its “Eurocurrency
Lending Office” opposite its name on Schedule I hereto (or, if no such
office is specified, its Domestic Lending Office), or such other office of such
Bank as such Bank may from time to time specify to the Company and the
Agent.  A Bank may specify different
offices for its A Advances denominated in Dollars and its A Advances
denominated in Alternative Currencies, respectively, and the term “Eurocurrency
Lending Office” shall refer to any or all such offices, collectively, as the
context may require when used in respect of such Bank.


 


“Eurocurrency Liabilities” has the meaning
assigned to that term in Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.


 


“Eurocurrency Rate” means, for the Interest
Period for each Eurocurrency Advance comprising part of the same Committed
Borrowing, an interest rate per annum equal to the average (rounded upward to
the nearest whole multiple of 1/16 of 1% per annum, if such average is not such
a multiple) of the rate per annum at which deposits in Dollars or in the
relevant Alternative Currency are offered by the principal office of each of
the Reference Banks 


 


6





















 


in London, England to prime banks in the London interbank market at
11:00 A.M. (London time) two Business Days before the first day of such
Interest Period in an amount substantially equal to such Reference Bank’s
Eurocurrency Advance comprising part of such Committed Borrowing and for a
period equal to such Interest Period; provided, however, for
purposes of determining the amount of any such deposit in the case of Citibank,
such amount shall be substantially equal to the Eurocurrency Advance to be made
by Citicorp comprising part of such Borrowing. 
The Eurocurrency Rate for the Interest Period for each Eurocurrency
Advance comprising part of the same Committed Borrowing shall be determined by
the Agent on the basis of applicable rates furnished to and received by the
Agent from the Reference Banks two Business Days before the first day of such
Interest Period, subject, however, to the provisions of Section
2.09.


 


“Eurocurrency Rate Reserve Percentage” of any
Bank for the Interest Period for any Eurocurrency Advance means the reserve
percentage applicable during such Interest Period (or if more than one such
percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so
applicable) 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, without limitation, any emergency,
supplemental or other marginal reserve requirement) for such Bank (or for
Citibank, in the case of Eurocurrency Advances of Citicorp) with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities
having a term equal to such Interest Period.


 


“Events of Default” has the meaning specified
in Section 6.01.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Extended Facility Letter of Credit” has the
meaning specified in Section 2.02C(j).


 


“Extension Confirmation Date” has the meaning
specified in Section 2.19(b).


 


“Extension Continuation Notice” has the meaning
specified in Section 2.19(b).


 


“Extension Request” has the meaning specified
in Section 2.19(a).


 


“Federal Funds Rate” means, for any period, a
fluctuating interest rate per annum equal for each day during such period to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by the Agent from
three Federal funds brokers of recognized standing selected by it.


 


“Fixed Rate” means, as applicable, the
Eurocurrency Rate or any fixed interest rate set forth in a Local Currency
Addendum.


 


“Fixed Rate Auction” has the meaning specified
in Section 2.03(b)(i).


 


7





















 


“Fixed Rate Advance” means any Eurocurrency
Advance or any Local Currency Advance which bears interest at a Fixed Rate.


 


“Floating Rate” means, as applicable, the Base
Rate or any fluctuating interest rate set forth in a Local Currency Addendum.


 


“Floating Rate Advance” means any Base Rate
Advance or any Local Currency Advance which bears interest at a Floating Rate.


 


“GAAP” means generally accepted accounting
principles in the United States of America which are in effect from time to
time.


 


“Increase Agreement” means an Increase of
Commitments Agreement executed by the Company, the Agent and one or more Increasing
Banks or Added Banks, in accordance with Section 2.05(d) and in
substantially the form of Exhibit C-2.


 


“Increased Commitments” has the meaning
specified in Section 2.05(b).


 


“Increasing Bank” has the meaning specified in Section
2.05(d).


 


“Indexed Rate Auction” has the meaning
specified in Section 2.03(b)(i).


 


“Interest Period” means, for each Eurocurrency
Advance comprising part of the same Committed Borrowing, or each other Fixed
Rate Advance comprising part of the same Local Currency Borrowing, the period
commencing on the date of such Committed Advance or the date of the Conversion
or Redenomination, as applicable, of any Floating Rate Advance into such a
Committed Advance and ending on the last day of the period selected by the
Company (on behalf of the respective Borrower) pursuant to the provisions
below, and thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period
selected by the Company (on behalf of the respective Borrower) pursuant to the
provisions of Section 2.10 and subject to the provisions below.  The duration of each such Interest Period
shall be one, two, three or six months, or, if available to all of the Banks,
nine or twelve months, in the case of a Eurocurrency Advance, and such number
of days or months as may be set forth in the applicable Local Currency Addendum
in the case of a Fixed Rate Advance other than a Eurocurrency Advance, in each
case as the Company may select pursuant to the provisions of Section 2.02(a)
or Section 2.10, as applicable; provided, however,
that:  (a) Interest Periods commencing on
the same date for Committed Advances comprising part of the same Committed
Borrowing shall be of the same duration; and (b) whenever the last day of any
Interest Period would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on the next
succeeding Business Day; provided, in the case of any Interest Period
for a Eurocurrency Advance, that if such extension would cause the last day of
such Interest Period to occur in the next following calendar month, the last
day of such Interest Period shall occur on the next preceding Business
Day.  If, in accordance with Section
2.13 or otherwise, any Committed Borrowing shall include both Fixed Rate
Advances and Floating Rate Advances, each such Floating  Rate Advance shall be assigned an Interest
Period that is coextensive with the Interest Period then assigned to such Fixed
Rate Advances.


 


8





















 


“Internal Revenue Code” means the Internal
Revenue Code of 1986, as amended, and any successor law.


 


“Issue” means, with respect to any Letter of
Credit, either to issue, or extend the expiry of, or renew, or increase the
amount of, such Letter of Credit, and the terms “Issued” or “Issuance”
shall have corresponding meanings.


 


“Issuing Bank” means (a) Citibank, (b) any
other Affiliate of Citicorp designated by Citicorp as an Issuing Bank or (c)
such other Bank or Affiliate of such Bank that has agreed upon the request of
the Company to become an Issuing Bank for the purpose of issuing Letters of
Credit pursuant to Section 2.02C.


 


“L/C Participation Pro Rata Share” has the
meaning specified in Section 2.02C(e).


 


“Letter of Credit” means any Commercial Letter
of Credit or Standby Letter of Credit Issued for the account of a Borrower
pursuant to Section 2.02C.


 


“Letter of Credit Collateral Account” means a
special purpose collateral account at Citibank or at such other Bank as agreed
to by the Agent, in the name of the Company but under the sole dominion and
control of the Agent, for the benefit of the Issuing Banks and the Banks.


 


“Letter of Credit Fee” is defined in Section
2.04(b).


 


“Letter of Credit Obligations” means, at any
particular time, the sum of (a) all outstanding Reimbursement Obligations, plus
(b) the aggregate undrawn face amount of all outstanding Letters of Credit
issued (including, without limitation, any Letter of Credit with respect to
which, notwithstanding the termination thereof pursuant to its terms, the
beneficiary thereunder has a right to make drawings thereunder in accordance
with applicable law), plus (c) the aggregate face amount of all Letters
of Credit requested but not yet issued (unless the request for an unissued
Letter of Credit has been denied pursuant to Section 2.02C).


 


“Letter of Credit Participation” has the
meaning specified in Section 2.02C(e).


 


“Letter of Credit Reimbursement Agreement”
means, with respect to a Letter of Credit, such form of application therefor
and form of reimbursement agreement therefor (whether in a single or several
documents, taken together) as the applicable Issuing Bank may employ in the
ordinary course of business for its own account, with such modifications
thereto as may be agreed upon by such Issuing Bank and the applicable Borrower
and as are not materially adverse (in the reasonable judgment of such Issuing
Bank) to the interests of the Banks; provided, however,
in the event of any conflict between the terms hereof and of any Letter of
Credit Reimbursement Agreement, the terms hereof shall control.


 


“Letter of Credit Sublimit” means $75,000,000,
as reduced pursuant to Section 2.05(a); provided that upon any
increase in the Total Commitment pursuant to Section 2.05(b), such
amount shall be automatically increased to an amount equal to (a) the Letter of
Credit Sublimit in effect immediately prior to such increase, multiplied by
(b) a fraction, the numerator 


 


9





















 


of which is the Total Commitment as so increased and the denominator of
which is the Total Commitment in effect immediately prior to such increase.


 


“Lien” has the meaning specified in Section
5.02(a).


 


“Loan Documents” means this Agreement, the
Notes, each Letter of Credit Reimbursement Agreement and each Local Currency
Addendum, as any of the same may be amended, restated, supplemented or
otherwise modified from time to time.


 


“Local Currency Addendum” means a local
currency addendum among the Company, a Borrowing Subsidiary, one or more Local
Currency Banks, a Local Currency Agent and the Agent, substantially in the form
of Exhibit I.


 


“Local Currency Advance” means any Advance in
an Alternative Currency, made to a Borrower pursuant to Section 2.02A
and a Local Currency Addendum.  Each
Local Currency Advance shall be a Fixed Rate Advance or a Floating Rate
Advance.  Floating Rate Advances of the
same type under a Local Currency Addendum and Fixed Rate Advances of the same
type under a Local Currency Addendum each shall be a “Type” of Local
Currency Advance.


 


“Local Currency Agent” means one or more
entities (which may be the Agent or one of its local  Affiliates), reasonably satisfactory to the
Agent, as specified in the applicable Local Currency Addendum.  Unless the Agent otherwise elects, the Local
Currency Agent under each Local Currency Addendum shall be the Agent or one of
its local Affiliates.


 


“Local Currency Bank” means any Bank (or any
agency, branch or Affiliate thereof) party to a Local Currency Addendum.  In the event any agency, branch or Affiliate
of a Bank shall be party to a Local Currency Addendum, such agency, branch or
Affiliate shall, to the extent of any commitment extended and any Advances made
by it, have all the rights of such Bank hereunder; provided, however,
that such Bank shall continue to the exclusion of such agency, branch or
Affiliate to have all the voting and consensual rights vested in it by the
terms hereof.


 


“Local Currency Borrowing” means a Borrowing
comprised of Local Currency Advances.


 


“Local Currency Commitment” has the meaning
specified in Section 2.02A(b).


 


“Local Currency Country” means, with respect to
any Local Currency Addendum, the country in which Local Currency Advances are
to be made and repaid under such Local Currency Addendum.


 


“Local Currency Facility” means a facility for
providing Local Currency Advances pursuant to a Local Currency Addendum.


 


“Local Currency Facility Aggregate Commitment”
has the meaning specified in Section 2.02A(b).


 


10





















 


“Majority Banks” means at any time Banks
holding at least 51% of the then aggregate unpaid principal amount of the
Committed Advances and Letter of Credit Participations, or, if no such
Committed Advances or Letter of Credit Obligations are then outstanding, Banks
having at least 51% of the Commitments. 
If at any time there shall be no outstanding Committed Advances or
Letter of Credit Obligations and the Commitments shall have been terminated, “Majority
Banks” shall mean the holders of 51% of the then aggregate unpaid principal
amount of the B Notes.


 


“Majority Local Currency Banks” means at any
time with respect to any Local Currency Addendum, Local Currency Banks having
at such time Local Currency Commitments representing at least 51% of the Local
Currency Facility Aggregate Commitment at such time under such Local Currency
Addendum.


 


“Margin Stock” has the meaning specified in
Regulation U issued by the Board of Governors of the Federal Reserve System.


 


“Material Adverse Effect” means a material
adverse effect on (a) the business, financial condition, operations, properties
or performance of the Company and its Subsidiaries, taken as a whole, or (b)
the ability of the Company to perform its obligations under this Agreement or
any Note.


 


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


 


“Multiemployer Plan” means a “multiemployer
plan” as defined in Section 4001(a)(3) of ERISA to which the Company or any of
its ERISA Affiliates is making or accruing an obligation to make contributions,
or has within any of the preceding five plan years made or accrued an
obligation to make contributions.


 


“Multiple Employer Plan” means an employee
benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which
the Company or any of its ERISA Affiliates, and more than one employer other
than the Company or any of its ERISA Affiliates, is making or accruing an
obligation to make contributions or, in the event that any such plan has been
terminated, to which the Company or any of its ERISA Affiliates made or accrued
an obligation to make contributions during any of the five plan years preceding
the date of termination of such plan.


 


“Note” means an A Note, a B Note or any note
issued with respect to any Local Currency Advances.


 


“Notice of A Borrowing” has the meaning
specified in Section 2.02(a).


 


“Notice of B Borrowing” means (a) in the case
of a B Borrowing proposed to be made pursuant to Section 2.03(b), a
written request for such B Borrowing substantially in the form of Exhibit
B-2 hereto and (b) in the case of a B Borrowing proposed to be made
pursuant to Section 2.03(c), a written request for such B Borrowing
substantially in the form of Exhibit B-3 hereto.


 


11





















 


“Notice of Borrowing” means a Notice of A
Borrowing, Notice of B Borrowing, Notice of Letter of Credit Issuance or Notice
of Local Currency Borrowing.


 


“Notice of Letter of Credit Issuance” has the
meaning specified in Section 2.02C(c).


 


“Notice of Local Currency Borrowing” has the
meaning specified in Section 2.02B(a).


 


“Notice of Redenomination” has the meaning
specified in Section 2.10(b).


 


“Obligations” has the meaning specified in Section
9.08(c).


 


“OECD” has the meaning assigned to such term in
the definition of “Eligible Assignee”.


 


“Original Credit Agreement” means the
Multicurrency Credit Agreement dated as of September 29, 1993, as amended and
restated as of December 13, 2000, among the Company, the Borrowing Subsidiaries
party thereto, the financial institutions party thereto, and Citicorp USA,
Inc., as administrative agent, as amended from time to time prior to the date
hereof.


 


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


 


“Payment Office” means (a) for Dollars, the
principal office of Citibank in New York City, located on the date hereof at
399 Park Avenue, New York, New York 10043, (b) for any Alternative Currency
(other than with respect to Local Currency Advances), the office of Citibank
International Plc located at 335 Strand, London WC2R ILS England, and (c) with
respect to any Local Currency Advance, the office of the Local Currency Agent
set forth in the applicable Local Currency Addendum, or in any case, such other
office of the Agent, the Euro-Agent or the Local Currency Agent, as applicable,
as shall be from time to time selected by it by written notice to the Company
and the Banks.


 


“Person” means an individual, partnership,
corporation (including a business trust), limited liability company, joint
stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof.


 


“PBGC” means the Pension Benefit Guaranty
Corporation.


 


“Plan” means an employee benefit plan, other
than a Multiemployer Plan, which is (or, in the event that any such plan has
been terminated within five years after a transaction described in Section 4069
of ERISA, was) maintained for employees of the Company or any of its ERISA
Affiliates and subject to Title IV of ERISA.


 


“Primary Currency” means each of the Euro and
the lawful currency of each of Japan, the United Kingdom and Canada.


 


12





















 


“Prior 364 Day Credit Agreement” means the
Credit Agreement dated as of December 7, 2001 among the Company, the financial
institutions party thereto, and Citicorp USA, Inc., as administrative agent, as
amended from time to time.


 


“Redenominate”, “Redenomination” and “Redenominated”
each refer to redenomination of Advances comprising all or part of the same
Committed Borrowing from Dollars into an Alternative Currency or from an
Alternative Currency into Dollars or another Alternative Currency, or the
continuation of such Advances in the same Alternative Currency, in each case pursuant
to Section 2.09, 2.10(b) or 2.13.


 


“Reference Banks” means Citibank, JPMorgan
Chase and Credit Suisse First Boston.


 


“Reimbursement Date” is defined in Section
2.02C(e)(2).


 


“Reimbursement Obligations” means, as to any
Borrower, the aggregate non-contingent reimbursement or repayment obligations
of such Borrower with respect to amounts drawn under Letters of Credit Issued
hereunder.


 


“Restatement Date” means August 13, 2004.


 


“Revolving Credit Obligations” means, at any
time, the sum of (a) the aggregate principal amount of Advances outstanding at
such time plus (b) the aggregate Letter of Credit Obligations
outstanding at such time.


 


“S&P” means Standard & Poor’s Ratings
Group, a division of the McGraw-Hill Companies, Inc.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“Shareholders’ Equity” means at any date the
consolidated shareholders’ equity of the Company and its Consolidated
Subsidiaries which would appear as such on a consolidated balance sheet as of
such date of the Company and its Consolidated Subsidiaries, after deducting
treasury stock and as determined in accordance with GAAP.


 


“Significant Subsidiary” has the meaning
assigned to such term in Regulation S-X issued pursuant to the Securities Act
and the Exchange Act.


 


“Standby Letter of Credit” means any Letter of
Credit Issued by an Issuing Bank pursuant to Section 2.02C for the
account of a Borrower that is not a Commercial Letter of Credit.


 


“Stated Termination Date” means August 13,
2009, or such later date as may be established pursuant to Section 2.19.


 


“Subsidiary” means any corporation or other
entity of which securities having ordinary voting power to elect a majority of
the board of directors or other persons performing


 


13





















 


similar functions are at the time directly or indirectly (through one
or more Subsidiaries) owned or controlled by the Company.


 


“Termination Date” means the Stated Termination
Date or the earlier date of termination in whole of the Commitments pursuant to
Section 2.05(a) or 6.01.


 


“Termination Event” means (a) a “reportable
event,” as such term is described in Section 4043 of ERISA (other than a “reportable
event” not subject to the provision for 30-day notice to the PBGC or with
respect to which such notice has been waived), or an event described in Section
4062(e) of ERISA, or (b) the withdrawal of the Company or any of its ERISA
Affiliates from a Multiple Employer Plan during a plan year in which it was a “substantial
employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the
incurrence of liability by the Company or any of its ERISA Affiliates under
Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (c)
the distribution of a notice of intent to terminate a Plan under a distress
termination pursuant to Sections 4041(a)(2) and 4041(c) of ERISA, (d) the
institution of proceedings to terminate a Plan by the PBGC under Section 4042
of ERISA, or (e) any other event or condition which might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Plan; provided, that in each of clauses (a) through (e)
above, no event shall constitute a “Termination Event” as defined herein unless
it is reasonably expected, together with any other then existing Termination
Event, to cause the Company or its Subsidiaries to incur liability in excess of
$25,000,000 in the aggregate.


 


“Total Commitment” means, at any time, the sum
of all of the Commitments at such time.


 


“Total Debt” means, as of any date, all Debt of
the Company and its Consolidated Subsidiaries on a consolidated basis.


 


“Treasury Regulations” means the final and
temporary (but not proposed) income tax regulations promulgated under the
Internal Revenue Code, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).


 


“Type”, in respect of any A Advance, has the
meaning assigned thereto in the definition herein of “A Advance”, and in
respect of any Local Currency Advance, has the meaning assigned thereto in the
definition herein of “Local Currency Advance”.


 


“USA Patriot Act” means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Pub. L. No. 107-56,115 Stat. 272 (2001), as
amended.


 


“Wholly-Owned Consolidated Subsidiary” means
any Consolidated Subsidiary in which all of the shares of capital stock or
other equity interests are, at the time, directly or indirectly owned by the Company;
provided that up to 10% of each class of such shares of capital stock or
other equity interests may be directors’ qualifying shares or shares or equity
interests issued by such Subsidiary under employee compensation or incentive
plans.


 


14





















 


“Withdrawal Liability” shall have the meaning
given such term under Part 1 of Subtitle E of Title IV of ERISA.


 


SECTION 1.02.  Computation
of Time Periods.  In this Agreement
in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding.”


 


SECTION 1.03.  Accounting
Terms and Change in Accounting Principles. 
All accounting terms not specifically defined herein shall be construed
in accordance with GAAP.  If any changes
in accounting principles from those used in the preparation of the financial
statements referred to in Section 4.01(e) are hereafter required or
permitted by GAAP and are adopted by the Company with the agreement of its
independent certified public accountants and such changes result in a change in
the components of the calculation of any of the financial covenants, standards
or terms found in Article V hereof, the Company and the Agent agree to
enter into negotiations in order to amend such provisions so as to equitably
reflect such changes with the desired result that the criteria for evaluating
the Company’s financial condition shall be the same after such changes as if
such changes had not been made, provided, however, that no change in
GAAP that would affect the components of the calculation of any of such
financial covenants, standards or terms shall be given effect in such
calculations until such provisions are amended, in a manner satisfactory to the
Agent, to so reflect such change in accounting principles.  Without limiting the generality of the
foregoing, any sale of accounts receivable, chattel paper, instruments, general
intangibles and related equipment or inventory or any other assets by the
Company or any Subsidiary which constitutes a sale of such assets under GAAP as
in effect from time to time and any related third party transfer or financing
with respect to such assets shall not constitute Debt under this Agreement or
the grant of a Lien on such assets for purposes of this Agreement.  Notwithstanding anything in the second
sentence of this Section to the contrary, whether any such sale constitutes a
sale shall be determined by SFAS 140 or any successor pronouncement from and
after its respective effective date.


 


SECTION 1.04.  Currency
Equivalents Generally.  For all
purposes of this Agreement, except as otherwise provided in Article II,
the equivalent in any Alternative Currency of an amount in Dollars shall be determined
at the rate of exchange quoted by Citibank (or, if applicable, the applicable
Local Currency Agent if other than Citibank or an Affiliate of Citibank), in
London, at 9:00 A.M. (London time) (or if later, at the time of receipt of the
applicable Notice of Borrowing) on the date of determination, to prime banks in
London for the spot purchase in the London foreign exchange market of such
amount of Dollars with such Alternative Currency; provided that if the rate of
exchange cannot be determined as described above, then the rate of exchange
shall be the rate determined by the Euro-Agent or the applicable Local Currency
Agent in good faith to be the appropriate rate of exchange, having regard to
such market conditions as the Euro-Agent or such applicable Local Currency
Agent deems appropriate.


 


ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES


 


SECTION 2.01.  The
Committed Advances and Letters of Credit.


 


15





















 


(a)  Each Bank
severally agrees, on the terms and conditions hereinafter set forth, to make A
Advances to, and to participate in Letters of Credit Issued for the account of,
the Borrowers from time to time on any Business Day during the period from the
date hereof until the Termination Date. 
Each Local Currency Bank under a Local Currency Addendum severally
agrees, on the terms and conditions set forth herein and in such Local Currency
Addendum, to make Local Currency Advances to a Borrower party to such Local
Currency Addendum from time to time on any Business Day on and after the
execution of such Local Currency Addendum until the earlier of the Termination
Date or the termination of the Commitment of such Local Currency Bank under
such Local Currency Addendum.  The aggregate
amount (determined in Dollars) of the Committed Advances and Letter of Credit
Participations of any Bank shall not exceed at any time such Bank’s Commitment,
provided that the Total Commitment shall be deemed used from time to
time to the extent of the aggregate principal amount of the B Advances then
outstanding and such deemed use of the Total Commitment shall be applied to the
Banks ratably according to their respective unused Commitments (such deemed use
of the Total Commitment being a “B Reduction”).


 


(b)  Each A
Borrowing shall consist of A Advances of the same Type made on the same day to
the same Borrower by the Banks ratably according to their respective Available
Commitments; provided however, that if the Borrower desires to obtain
Local Currency Advances under either Australian Local Currency Addendum, but
lacks borrowing availability from the Local Currency Banks under such Local
Currency Addendum because of the amount of outstanding A Advances, an A
Borrowing (a “Designated A Borrowing”) made to fund a prepayment of A
Advances to such Local Currency Banks in order to increase borrowing
availability under such Local Currency Addendum (a “Designated Prepayment”)
shall, at the election of the Borrower set forth in the Notice of A Borrowing
for such Designated A Borrowing, be made by the Banks ratably according to
their respective Available Commitments after giving pro forma effect to both
the Designated Prepayment and the Local Currency Advances to be made as a
result of the increase of borrowing availability under the applicable Local
Currency Addendum (the “Designated Local Currency Borrowing”); provided
further, however, that each Designated A Borrowing must be made on
the same date as the corresponding Designated Prepayment and the proceeds of
the Designated A Borrowing shall be applied simultaneously to the making of the
corresponding Designated Prepayment, and the corresponding Designated Local
Currency Borrowing shall be made within two Business Days thereafter.  Each Local Currency Borrowing under a Local
Currency Addendum shall consist of Local Currency Advances in the same
Alternative Currency of the same Type made on the same day to the same Borrower
by the applicable Local Currency Banks ratably according to the respective
Local Currency Commitments of such Local Currency Banks.  Each Committed Borrowing shall be in an
aggregate amount of:


 


(i)  in the case of a Borrowing comprised of Base
Rate Advances, not less than $1,000,000 or an integral multiple of $1,000,000
in excess thereof;


 


(ii)  in the case of a Borrowing comprised of
Eurocurrency Advances denominated in Dollars, not less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof;


 


16





















 


(iii)  in the case of a Borrowing comprised of
Eurocurrency Advances denominated in a Primary Currency, not less than the
equivalent in such Primary Currency of $5,000,000 or an integral multiple of
the equivalent in such Primary Currency of $1,000,000 in excess thereof;


 


(iv)  in the case of a Borrowing comprised of Eurocurrency
Advances (other than Local Currency Advances) denominated in any Alternative
Currency other than a Primary Currency, not less than any amount (and an
integral multiple in excess thereof) advised to the Company by the Euro-Agent
on the basis of then prevailing market conditions and conventions; and


 


(v)  in the case of a Local Currency Borrowing,
not less than the amounts, if any, specified in the applicable Local Currency
Addendum.


 


(c)  Within the
limits of each Bank’s Commitment, a Borrower may borrow, repay pursuant to Section
2.06 or prepay pursuant to Section 2.11, and reborrow under this Section
2.01.


 


(d)  For
purposes of this Section 2.01 and all other provisions of this Article
II, the equivalent in Dollars of any Alternative Currency or the equivalent
in any Alternative Currency of Dollars or of any other Alternative Currency
shall be determined in accordance with Section 2.16.


 


SECTION 2.02.  Making
the A Advances.  (a)  Each A Borrowing shall be made on notice,
given not later than 11:00 A.M. (New York City time) by the Company (on behalf
of the applicable Borrower):


 


(x)
in the case of a proposed A Borrowing comprised of Base Rate Advances, to the
Agent on the date of such proposed Borrowing (but two Business Days prior to
the date of such proposed Borrowing in the case of a Designated A Borrowing);


 


(y)
in the case of a proposed A Borrowing comprised of Eurocurrency Advances
denominated in Dollars, to the Agent three Business Days prior to the date of
such proposed Borrowing (but five Business Days prior to the date of such
proposed Borrowing in the case of a Designated A Borrowing); and


 


(z)
in the case of a proposed A Borrowing comprised of Eurocurrency Advances
denominated in an Alternative Currency, to the Euro-Agent three Business Days
prior to the date of such proposed Borrowing (but five Business Days prior to
the date of such proposed Borrowing in the case of a Designated A Borrowing).


 


Each such notice of an A Borrowing (a “Notice of A Borrowing”)
shall be delivered in a manner specified in Section 9.02 and shall be in
substantially the form of Exhibit B-1 hereto, specifying therein the
requested (i) Borrower, (ii) date of such A Borrowing, (iii) Type of A Advances
comprising such A Borrowing, (iv) in the case of a proposed A Borrowing
comprised of Eurocurrency Advances, currency of such A Advances, (v) in the
case of a proposed A Borrowing comprised of Eurocurrency Advances, initial
Interest Period for each such Advance and (vi) aggregate amount of such A
Borrowing.  The Company shall certify, in
each Notice of 


 


17





















 


A Borrowing, the Credit Ratings, if any, then in effect.  In the case of an A Borrowing comprised of
Eurocurrency Advances denominated in an Alternative Currency, the Company shall
request, within one-half hour prior to the issuance of the applicable Notice of
A Borrowing, the advice of the Euro-Agent as to the applicable exchange rate
then in effect with respect to such Alternative Currency, and the Company shall
specify in such Notice of A Borrowing the exchange rate so advised to it by the
Euro-Agent.  Following its receipt of a
Notice of A Borrowing, the Agent or the Euro-Agent, as applicable, shall give
each Bank prompt notice thereof in a manner specified in Section 9.02.  In the case of a proposed A Borrowing
comprised of Eurocurrency Advances, the Agent shall promptly notify each Bank
and the Company of the applicable interest rate under Section 2.07(b).


 


(b)           Each Bank shall make available for
the account of its Applicable Lending Office:


 


(i)  in the case of an A Borrowing comprised of
Base Rate Advances, to the Agent before 12:00 noon (New York City time)(or, if
the applicable Notice of A Borrowing shall have been given on the date of such
A Borrowing, before 4:00 P.M. (New York City time)) on the date of such A
Borrowing, at such account maintained at the Payment Office for Dollars as
shall have been notified by the Agent to the Banks prior thereto and in same
day funds, such Bank’s ratable portion of such A Borrowing;


 


(ii)  in the case of an A Borrowing comprised of
Eurocurrency Advances denominated in Dollars, to the Agent before 12:00 noon
(New York City time) on the date of such A Borrowing, at such account
maintained at the Payment Office for Dollars as shall have been notified by the
Agent to the Banks prior thereto and in same day funds, such Bank’s ratable
portion of such A Borrowing in Dollars; and


 


(iii)  in the case of an A Borrowing comprised of
Eurocurrency Advances denominated in an Alternative Currency, to the Euro-Agent
before 12:00 noon (London time) on the date of such A Borrowing, at such
account maintained at the Payment Office for such Alternative Currency as shall
have been notified by the Euro-Agent to the Banks prior thereto and in same day
funds, such Bank’s ratable portion of such A Borrowing in such Alternative
Currency.


 


After the Agent’s or the Euro-Agent’s receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the
Agent or the Euro-Agent, as applicable, will make such funds available to the
applicable Borrower at the aforesaid applicable Payment Office.


 


(c)           Each Notice of A Borrowing shall be
irrevocable and binding on the Borrower on whose behalf it shall have been
submitted.  In the case of any A Borrowing
which the related Notice of A Borrowing specifies is to be comprised of
Eurocurrency Advances, the applicable Borrower shall indemnify each Bank, after
receipt of a written request by such Bank setting forth in reasonable detail
the basis for such request, against any loss (but excluding loss of any
Applicable Margin), cost or expense reasonably incurred by such Bank as a
result of any failure to fulfill on or before the date specified in such Notice
of A Borrowing for such A Borrowing the applicable conditions set forth in Article
III, including, without limitation, any 


 


18





















 


loss (but excluding loss of any Applicable Margin), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Bank to fund the A Advance to be made by such Bank as
part of such A Borrowing when such A Advance, as a result of such failure, is
not made on such date.


 


(d)           Unless the Agent or Euro-Agent, as
applicable, shall have received notice from a Bank prior to the date of any A
Borrowing that such Bank will not make available to the Agent or Euro-Agent
such Bank’s ratable portion of such A Borrowing, the Agent or Euro-Agent, as
applicable, may assume that such Bank has made such portion available to it on
the date of such A Borrowing in accordance with subsection (b) of this Section
2.02 and it may, in reliance upon such assumption, make (but shall not be
required to make) available to the applicable Borrower on such date a corresponding
amount.  If and to the extent that such
Bank shall not have so made such ratable portion available to the Agent or the
Euro-Agent, as applicable, such Bank and such Borrower severally agree to repay
to the Agent or Euro-Agent, as applicable, forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to such Borrower until the date such amount is
repaid to the Agent or the Euro-Agent, as applicable, at (i) in the case of
such Borrower, the interest rate applicable at the time to A Advances
comprising such A Borrowing and (ii) in the case of such Bank, the Federal
Funds Rate or the Agent’s overdraft cost, if higher.  If such Bank shall repay to the Agent or
Euro-Agent, as applicable, such corresponding amount, such amount so repaid
shall constitute such Bank’s A Advance as part of such A Borrowing for purposes
of this Agreement.


 


(e)           The failure of any Bank to make the A
Advance to be made by it as part of any A Borrowing shall not relieve any other
Bank of its obligation, if any, hereunder to make its A Advance on the date of
such A Borrowing, but no Bank shall be responsible for the failure of any other
Bank to make the A Advance to be made by such other Bank on the date of any A
Borrowing.


 


SECTION 2.02A.  Terms of Local
Currency Facilities.  (a) Each of the
Company and one or more Local Currency Banks may in its discretion from time to
time agree that the Company and/or one or more Borrowing Subsidiaries may
borrow Local Currency Advances on a revolving basis from any one or more Local
Currency Banks by delivering a Local Currency Addendum (through the Agent),
executed by the Company, the Agent, the Local Currency Agent, each such
Borrowing Subsidiary and each such Local Currency Bank; provided, however,
that on the date of such Local Currency Addendum (i) an exchange rate with
respect to the Alternative Currency covered by such Local Currency Addendum
shall be determinable by reference to the Reuters currency pages (or comparable
publicly available screen) and (ii) no Default or Event of Default shall have
occurred and be continuing.  The Company,
each Borrowing Subsidiary and, by agreeing to any Local Currency Addendum, each
relevant Local Currency Bank, acknowledges and agrees that each reference in
this Agreement to any Bank shall, to the extent applicable, be deemed to be a
reference to such Local Currency Bank, subject to the second sentence of the
definition of such term.  In order to
establish a Local Currency Facility, the Company shall advise each Bank of its
desire to establish such facility, either directly or through the Agent, and
shall discuss with any Bank expressing an interest in becoming a Local Currency
Bank under the proposed Local Currency Facility the proposed 


 


19





















 


terms thereof and the potential participation of such Bank
therein.  The participation of any Bank
desiring to participate in a Local Currency Facility is at the sole discretion
of the Company.


 


(b)           Each Local Currency Addendum shall
set forth (i) the maximum amount (expressed in Dollars and without duplication)
available to be borrowed from all Local Currency Banks under such Local
Currency Addendum (a “Local Currency Facility Aggregate Commitment”) and
(ii) with respect to each Local Currency Bank party to such Local Currency
Addendum, the maximum amount (expressed in Dollars and without duplication)
available to be borrowed from such Local Currency Bank thereunder (a “Local
Currency Commitment”).  In no event
shall the aggregate of all Local Currency Commitments in respect of any Local
Currency Bank at any time exceed such Bank’s Commitment.  Except as provided herein or therein, the
making of Local Currency Advances by a Local Currency Bank under a Local
Currency Addendum shall under no circumstances reduce the amount available to
be borrowed from such Bank under any other Local Currency Addendum to which
such Bank is a party.  Each Local
Currency Addendum may also set forth eligibility criteria for any Local
Currency Banks to be Eligible Local Currency Banks thereunder.


 


(c)           Except as otherwise required by
applicable law, in no event shall the Local Currency Banks have the right to
accelerate the Local Currency Advances outstanding under any Local Currency
Addendum or to terminate their commitments (if any) thereunder to make Local
Currency Advances prior to the stated termination date in respect thereof,
except that such Local Currency Banks shall, in each case, have such rights
upon an acceleration of the Advances and a termination of the Commitments
pursuant to Article VI, respectively. 
No Local Currency Advance may be made if, (i) the outstanding Committed
Advances and Letter of Credit Participations of any Bank would exceed such Bank’s
Commitment, (ii) the aggregate principal amount of outstanding Local Currency
Advances would exceed the applicable Local Currency Facility Aggregate
Commitment or (iii) the sum of the aggregate Revolving Credit Obligations would
exceed the Total Commitment.


 


(d)           The applicable Borrower and the
applicable Local Currency Banks, or, if so specified in the relevant Local
Currency Addendum, the Local Currency Agent acting on their behalf, shall
furnish to the Agent, promptly following the making, payment or prepayment of
each Local Currency Advance, and at any other time at the reasonable request of
the Agent, a statement setting forth the outstanding Local Currency Advances
made under such Local Currency Addendum.


 


(e)           The relevant Borrowing Subsidiary or
the Company shall furnish to the Agent copies of any amendment, supplement or
other modification to the terms of any Local Currency Addendum promptly after
the effectiveness thereof.


 


(f)            The Company may terminate any Local
Currency Addendum in its sole discretion if there are not any Advances
outstanding thereunder, by written notice to the Agent and the Local Currency
Agent, which notice shall be executed by the Company, each relevant Borrowing
Subsidiary and, if their consent is required, the Local Currency Banks party to
such Local Currency Addendum.


 


20





















 


SECTION 2.02B.   Making the
Local Currency Advances.  (a) Each
Local Currency Borrowing shall be made on notice given by the Company (on
behalf of itself or the applicable Borrowing Subsidiary) to the applicable
Local Currency Agent, with copies to the Agent and the Euro-Agent, made at the
time specified in the applicable Local Currency Addendum.  Each such notice of a Local Currency
Borrowing (a “Notice of Local Currency Borrowing”) shall be delivered in
a manner specified in Section 9.02 and shall be in substantially the
form of Exhibit B-4 hereto, specifying therein the requested (i)
Borrower, (ii) date of such Local Currency Borrowing, (iii) Type of Advances
comprising such Local Currency Borrowing, (iv) in the case of a proposed Local
Currency Borrowing comprised of Eurocurrency Advances or other Fixed Rate
Advances, initial Interest Period for each such Advance and (v) aggregate
amount of such Local Currency Borrowing. 
The Company shall certify, in each Notice of Local Currency Borrowing,
the Credit Ratings, if any, then in effect. 
The Company shall request, within one-half hour prior to the issuance of
the applicable Notice of Local Currency Borrowing, the advice of the Local
Currency Agent as to the applicable exchange rate then in effect with respect
to such Alternative Currency, and the Company shall specify in such Notice of
Local Currency Borrowing the exchange rate so advised to it by the Local
Currency Agent.  Following its receipt of
a Notice of Local Currency Borrowing, the applicable Local Currency Agent shall
give each applicable Local Currency Bank prompt notice thereof in a manner
specified in Section 9.02.  In the
case of a proposed Local Currency Borrowing comprised of Fixed Rate Advances,
the Local Currency Agent shall promptly notify each Bank and the Company of the
applicable interest rate under the Local Currency Addendum.


 


(b)           Subject to any alternative procedures
set forth in the applicable Local Currency Addendum, each Local Currency Bank,
for the account of its Applicable Lending Office, shall make such Local
Currency Bank’s ratable portion of such Local Currency Borrowing on the
proposed date thereof by wire transfer of immediately available funds to the
applicable Local Currency Agent by the time specified in the Local Currency
Addendum or Notice of Local Currency Borrowing, and the Local Currency Agent
shall make such funds available to the applicable Borrower at the applicable
Payment Office.


 


(c)           Each Notice of Local Currency
Borrowing shall be irrevocable and binding on the Borrower on whose behalf it
shall have been submitted.  In the case
of any Local Currency Borrowing which the related Notice of Local Currency
Borrowing specifies is to be comprised of Eurocurrency Advances or other Fixed
Rate Advances, the applicable Borrower shall indemnify each applicable Local
Currency Bank, after receipt of a written request by such Local Currency Bank
setting forth in reasonable detail the basis for such request, against any loss
(but excluding loss of any Applicable Margin), cost or expense reasonably
incurred by such Bank as a result of any failure to fulfill on or before the
date specified in such Notice of Local Currency Borrowing for such Local Currency
Borrowing the applicable conditions set forth in Article III, including,
without limitation, any loss (but excluding loss of any Applicable Margin),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Bank to fund the Local Currency
Advance to be made by such Bank as part of such Local Currency Borrowing when
such Local Currency Advance, as a result of such failure, is not made on such
date.


 


(d)           Unless the applicable Local Currency
Agent shall have received notice from a Local Currency Bank prior to the date
of any Local Currency Borrowing that such Bank


 


21





















 


will not make available to the Local Currency Agent such Bank’s ratable
portion of such Local Currency Borrowing, the Local Currency Agent may assume
that such Bank has made such portion available to it on the date of such Local
Currency Borrowing in accordance with subsection (b) of this Section
2.02B and it may, in reliance upon such assumption, make (but shall not be
required to make) available to the applicable Borrower on such date a
corresponding amount.  If and to the
extent that such Bank shall not have so made such ratable portion available to
the Local Currency Agent, such Bank and such applicable Borrower severally
agree to repay to the Local Currency Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to such applicable Borrower until the date such
amount is repaid to the Local Currency Agent at (i) in the case of such
applicable Borrower, the interest rate applicable at the time to Local Currency
Advances comprising such Local Currency Borrowing and (ii) in the case of such
Bank, the Federal Funds Rate or the Agent’s overdraft cost, if higher.  If such Bank shall repay to the Local
Currency Agent such corresponding amount, such amount so repaid shall
constitute such Bank’s Local Currency Advance as part of such Borrowing for
purposes of this Agreement.


 


(e)           The failure of any Bank to make the
Advance to be made by it as part of any Local Currency Borrowing shall not
relieve any other Bank of its obligation, if any, hereunder to make its Local
Currency Advance on the date of such Local Currency Borrowing, but no Bank
shall be responsible for the failure of any other Bank to make the Local
Currency Advance to be made by such other Bank on the date of any Local
Currency Borrowing.


 


SECTION 2.02C.   Letters
of Credit.  Subject to the terms and
conditions set forth herein, each Issuing Bank hereby agrees to Issue for the
account of any Borrower one or more Letters of Credit denominated in (a)
Dollars, (b) a Primary Currency or (c) if agreed to by each Bank and such
Issuing Bank in their absolute and sole discretion, an Alternative Currency
that is not a Primary Currency, up to an aggregate undrawn face amount at any
one time outstanding equal to the Letter of Credit Sublimit (determined in
Dollars) and subject to the following provisions.


 


(a)  Types and
Amounts.  No Issuing Bank shall have
any obligation to Issue, and shall not, except as otherwise agreed by the
Majority Banks and such Issuing Bank (except with respect to any notification
received by an Issuing Bank pursuant to Section 2.02C(a)(ii)(A), which
shall require the agreement of all of the Banks and such Issuing Bank), Issue
any Letter of Credit at any time:


 


(i)  if the aggregate Letter of Credit Obligations
with respect to such Issuing Bank, after giving effect to the Issuance of the
Letter of Credit requested hereunder, shall exceed any limit imposed by law or
regulation upon such Issuing Bank;


 


(ii)  if such Issuing Bank receives notice (A) from
the Agent at or before 11:00 A.M. (New York City time) on the date of the
proposed Issuance of such Letter of Credit that, immediately after giving
effect to the Issuance of such Letter of Credit, the Revolving Credit
Obligations at such time would exceed the Total Commitment or the outstanding
Letter of Credit Obligations would exceed the amount of the Letter of Credit
Sublimit, or (B) from any of the Banks at or before


 


22





















 


11:00 A.M. (New York City time) on the date of the
proposed Issuance of such Letter of Credit that one or more of the conditions precedent
contained in Sections 3.01 (solely with respect to an Issuance of a
Letter of Credit on the Restatement Date, if applicable), 3.02, and, if
applicable, 3.03, would not on such date be satisfied, unless such
conditions are thereafter satisfied or waived and notice of such satisfaction
or waiver is given to such Issuing Bank by the Agent (and such Issuing Bank
shall not otherwise be required to determine that, or take notice whether, the
conditions precedent set forth in Sections 3.01, 3.02 or 3.03,
as applicable, have been satisfied or waived);


 


(iii)  which has an expiration date later than the
earlier of (A) the date one (1) year after the date of Issuance or (B) except
as otherwise set forth in Section 2.02C(j), the Business Day five (5)
Business Days prior to the Stated Termination Date; or


 


(iv)  which is in a currency other than Dollars or
a Primary Currency, or if agreed to by each Bank and such Issuing Bank in their
absolute and sole discretion, an Alternative Currency that is not a Primary Currency;
or


 


(v)  the Issuance and terms of which are governed
by the laws of any jurisdiction other than the United States or any other
jurisdiction which is approved by the Agent and such Issuing Bank (which
approval shall not be unreasonably withheld or delayed).


 


(b)           Conditions.  In addition to being subject to the
satisfaction of the conditions precedent contained in Sections 3.01
(solely with respect to an Issuance of a Letter of Credit on the Restatement
Date, if applicable), 3.02 and, if applicable, 3.03, the
obligation of an Issuing Bank to Issue any Letter of Credit is subject to the
satisfaction in full of the following conditions:


 


(i)  if such Issuing Bank so requests by a time
reasonably following such Issuing Bank’s receipt of the Agent’s notice of the
proposed Issuance of such Letter of Credit, the applicable Borrower shall have
executed and delivered to such Issuing Bank and the Agent a Letter of Credit
Reimbursement Agreement and such other documents and materials as may be
reasonably required pursuant to the terms thereof; and


 


(ii)  unless otherwise agreed to by such Issuing
Bank, the terms of the proposed Letter of Credit shall conform to the customary
terms of letters of credit issued by such Issuing Bank.


 


(c)  Issuance of Letters of Credit.


 


(i)  The Company (on behalf of the applicable
Borrower) shall deliver to the applicable Issuing Bank and the Agent in a
manner specified in Section 9.02 a signed Notice of Letter of Credit
Issuance in the form attached hereto as Exhibit B-5 (a “Notice of
Letter of Credit Issuance”) not later than 11:00 A.M. (New York City time)
on the third Business Day preceding the requested date for


 


23





















 


Issuance of a Letter of Credit hereunder, or such
shorter notice as may be acceptable to such Issuing Bank and the Agent; provided,
that in the case of a Notice of Letter of Credit Issuance requesting the
Issuance of a Letter of Credit denominated in a Primary Currency or in an
Alternative Currency, the Borrower shall request, within one-half hour prior to
the issuance of such Notice of Letter of Credit Issuance, the advice of the
Euro-Agent as to the applicable exchange rate then in effect with respect to
such Primary Currency or Alternative Currency, as applicable, and the Company
shall specify such exchange rate so advised it by the Euro-Agent in such Notice
of Letter of Credit Issuance, provided that such advice shall not be
deemed to be a prediction or guaranty of such exchange rate after the Notice of
Letter of Credit Issuance is submitted and shall in no way limit the applicable
Borrower’s or Issuing Bank’s obligations under this Agreement or, if
applicable, any Letter of Credit Reimbursement Agreement due to fluctuations in
the applicable Primary Currency or Alternative Currency, as applicable.  Each Notice of Letter of Credit Issuance
shall be irrevocable and binding on the Borrower on whose behalf it shall have
been submitted.


 


(ii)  The applicable Issuing Bank shall give the
Agent written notice, or telephonic notice confirmed promptly thereafter in
writing, of the Issuance of a Letter of Credit.


 


(d)  Duties
of Issuing Bank.


 


No action taken or
omitted in good faith by an Issuing Bank under or in connection with any Letter
of Credit (except for any such action resulting from the gross negligence or
willful misconduct of such Issuing Bank) shall put such Issuing Bank under any
resulting liability to any Bank or any Borrower or, so long as such Letter of
Credit is not Issued in violation of Section 2.02C(a), relieve any Bank
of its obligations hereunder to such Issuing Bank.  In determining whether to pay under any
Letter of Credit, an Issuing Bank shall have no obligation to the Banks or any
Borrower other than to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered by the appropriate Person
and that they appear on their face to comply with the requirements of such
Letter of Credit.


 


(e)  Participations;
Reimbursement Obligations.


 


(i)  Immediately upon Issuance by an Issuing Bank
of any Letter of Credit in accordance with the procedures set forth in this Section
2.02C, each Bank shall be deemed to have irrevocably and unconditionally
purchased and received from such Issuing Bank, without recourse or warranty, an
undivided interest and participation in such Letter of Credit (a “Letter of
Credit Participation”) in the proportion that such Bank’s Available
Commitment at the time of such Issuance bears to the total of all Available
Commitments at such time (such proportion with respect to any Bank and any
Letter of Credit, as it may be adjusted pursuant to Section 2.05(f),
such Bank’s “L/C Participation Pro Rata Share” with respect to such
Letter of Credit), including, without limitation, all obligations of the


 


24





















 


applicable Borrower with respect thereto (other than
amounts owing to an Issuing Bank under Section 2.02C(g)) and any
security therefor and guaranty pertaining thereto.


 


(ii)  If an Issuing Bank shall make any
disbursement in respect of a drawing on a Letter of Credit, the applicable
Borrower shall reimburse such Issuing Bank for the amount drawn not later than
12:00 noon, New York City time, on the next Business Day after the date that
such disbursement is made, if such Borrower shall have received notice of such
disbursement prior to 10:00 a.m., New York City time, on such date of
disbursement, or, if such notice has not been received by such Borrower prior
to such time on such date, then not later than 12:00 noon, New York City time,
on (A) the next Business Day after the date that such Borrower receives such
notice, if such notice is received prior to 10:00 a.m., New York City time, on
the day of receipt, or (B) the second Business Day following the day that such
Borrower receives such notice, if such notice is received after 10:00 a.m., New
York City time, on the day of receipt (the applicable date and time for payment
set forth above being referred to as the “Reimbursement Date”); provided
that if such Reimbursement Obligation is not paid by the applicable Borrower by
the applicable Reimbursement Date, the Issuing Bank shall promptly notify the
Agent, which shall promptly notify each Bank, and each such Bank shall promptly
and unconditionally pay to the Agent for the account of such Issuing Bank, in
immediately available funds, the amount of such Bank’s L/C Participation Pro
Rata Share of the payment made by the Issuing Bank, and the Agent shall
promptly pay to such Issuing Bank such amounts received by it.  In the event such payments are made by such
Banks, such payments shall constitute A Advances made to the Borrower pursuant
to Section 2.02 (irrespective of the satisfaction of the conditions in Sections
3.01, 3.02 or 3.03, as applicable), and the Borrower’s
obligation to pay such Reimbursement Obligation shall be deemed discharged when
due and replaced by such resulting A Advances. 
If it shall be illegal or unlawful for any Borrower to incur A Advances
as contemplated by the preceding sentence because of an Event of Default
described in Section 6.01(f) or otherwise, each Bank’s payment of its
L/C Participation Pro Rata Share of the Reimbursement Obligation pursuant to
the preceding sentence shall constitute the purchase of an undivided
participation interest in the Reimbursement Obligation owed to the Issuing
Bank, and such payments shall not constitute A Advances and shall not relieve
the applicable Borrower of its obligation to pay such Reimbursement
Obligation.  All Reimbursement
Obligations shall bear interest at the Base Rate from the date of the relevant
drawing under such Letter of Credit until the Reimbursement Date, or, if
applicable, until the date of the A Advances satisfying such Reimbursement
Obligation as set forth in the second preceding sentence, and thereafter at a
rate per annum at all times equal to 2% per annum above the Base Rate in effect
from time to time.  If a Bank does not
make its L/C Participation Pro Rata Share of the amount of any such payment
available to the Agent, such Bank agrees to pay to the Agent for the account of
such Issuing Bank, forthwith on demand, such amount together with interest
thereon, at the Federal Funds Rate for the first two days, and thereafter at
the Base Rate. The failure of any Bank to make available to


 


25





















 


the Agent for the account of an Issuing Bank its L/C
Participation Pro Rata Share of any such payment shall neither relieve any
other Bank of its obligation hereunder to make available to the Agent for the
account of such Issuing Bank such other Bank’s L/C Participation Pro Rata Share
of any payment on the date such payment is to be made nor increase the
obligation of any other Bank to make such payment to the Agent.


 


(iii)  Whenever an Issuing Bank receives a payment
on account of a Reimbursement Obligation, including any interest thereon, as to
which any Bank has made an A Advance or purchased a participation pursuant to Section
2.02C(e)(ii), such Issuing Bank shall promptly pay to the Agent such
payment for distribution to the applicable Banks in accordance with their L/C
Participation Pro Rata Shares with respect to the applicable Letter of Credit.


 


(iv)  Upon the request of any Bank, the applicable
Issuing Bank shall furnish such Bank copies of any Letter of Credit or Letter
of Credit Reimbursement Agreement to which such Issuing Bank is party.


 


(v)  The obligations of any Bank to make payments
to the Agent for the account of an Issuing Bank with respect to a Letter of
Credit shall be irrevocable, shall not be subject to any qualification or
exception whatsoever (except the Issuance of the Letter of Credit in
contravention of this Section 2.02C) and shall be made in accordance
with this Agreement (irrespective of the satisfaction of the conditions described
in Sections 3.01, 3.02 or 3.03, as applicable) under all
circumstances, including, without limitation, any of the following
circumstances:


 


(A)  any lack of validity or enforceability hereof
or of any of the other Loan Documents;


 


(B)  the existence of any claim, setoff, defense
or other right which any Borrower may have at any time against a beneficiary
named in a Letter of Credit or any transferee of a beneficiary named in a
Letter of Credit (or any Person for whom any such transferee may be acting), the
Agent, any Issuing Bank, any Bank or any other Person, whether in connection
herewith, with any Letter of Credit, the transactions contemplated herein or
any unrelated transactions (including any underlying transactions between the
account party and beneficiary named in any Letter of Credit);


 


(C)  any draft, certificate or any other document
presented under the Letter of Credit having been determined to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;


 


(D)  the surrender or impairment of any security
for the performance or observance of any of the terms of any of the Loan
Documents;


 


(E)  any failure by the Issuing Bank to make any
reports required pursuant to Section 2.02C(h) or the inaccuracy of any
such report; or


 


26





















 


(F)  the occurrence of any Default or Event of
Default.


 


(f)  Payment of Reimbursement Obligations.


 


(i)  The applicable Borrower unconditionally
agrees to pay to the applicable Issuing Bank the amount of all Reimbursement
Obligations, interest and other amounts payable to such Issuing Bank under or
in connection with each Letter of Credit Issued by such Issuing Bank for the
account of such Borrower when such amounts are due and payable, irrespective of
any claim, setoff, defense or other right which such Borrower may have at any
time against such Issuing Bank or any other Person.


 


(ii)  In the event any payment by a Borrower
received by an Issuing Bank with respect to a Letter of Credit distributed by
the Agent to the Banks on account of their Letter of Credit Participations is
thereafter set aside, avoided or recovered from such Issuing Bank in connection
with any receivership, liquidation or bankruptcy proceeding, each such Bank
which received such distribution shall, upon demand by such Issuing Bank, contribute
such Bank’s L/C Participation Pro Rata Share with respect to such Letter of
Credit of the amount set aside, avoided or recovered together with interest at
the rate required to be paid by the Issuing Bank upon the amount required to be
repaid by it.


 


(g)  Issuing
Bank Fees and Charges.  Each Borrower
agrees to pay to each Issuing Bank, solely for its own account, (i) a fronting
fee in an amount to be agreed upon between such Issuing Bank and such Borrower,
and (ii) the standard charges assessed by such Issuing Bank in connection with
the issuance, administration, amendment and payment or cancellation of such
Letter of Credit.


 


(h)  Issuing
Bank Reporting Requirements.  Each
Issuing Bank shall, on the day it Issues such a Letter of Credit, provide to the
Agent separate schedules for Commercial Letters of Credit and Standby Letters
of Credit Issued by it, in form and substance reasonably satisfactory to the
Agent, setting forth the aggregate Letter of Credit Obligations outstanding to
it as of such date and any information requested by the Agent relating to the
date of issue, account party, amount, expiration date and reference number of
each Letter of Credit Issued by it.


 


(i)  Exoneration.  As between the Borrowers on the one hand and
the Agent, the Banks and each Issuing Bank on the other hand, the Borrowers
assume all risks of the acts and omissions of, or misuse of Letters of Credit
by, the respective beneficiaries of the Letters of Credit Issued hereunder. In
furtherance and not in limitation of the foregoing, subject to the provisions
of the applicable Letter of Credit Reimbursement Agreement, the Agent, the
Issuing Banks and the Banks shall not be responsible for:  (A) the form, validity, legality, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for or Issuance of any Letter of Credit, even
if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (B) the validity, legality 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


 


27





















 


part, which may prove to be invalid or ineffective for any reason; (C)
failure of the beneficiary of a Letter of Credit to comply duly with conditions
required in order to draw upon such Letter of Credit; (D) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher; (E)
errors in interpretation of technical terms; (F) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (G) the misapplication
by the beneficiary of a Letter of Credit of the proceeds of any drawing under
such Letter of Credit; (H) any litigation, proceeding or charges with respect
to a Letter of Credit; and (I) any consequences arising from causes beyond the
control of the Agent, the applicable Issuing Bank or the Banks; except in the
cases of clauses (A) (with respect to form only), (B), (C),
(D), (E), (F), (H) and (I) above, for the
gross negligence or willful misconduct of the Issuing Bank, as determined in a
judgment by a court of competent jurisdiction.


 


(j)  Extended
Facility Letters of Credit. 
Notwithstanding the contrary provisions of Section 2.02C(a),
Letters of Credit may be Issued with expiry dates later than the fifth Business
Day prior to the Stated Termination Date upon the terms and conditions set
forth in this Section 2.02C(j) (any such Letter of Credit, an “Extended
Facility Letter of Credit”).  No
Extended Facility Letter of Credit shall have an expiry date later than one (1)
year after the Stated Termination Date. 
From the date of Issuance of any Extended Facility Letter of Credit, the
Borrower will maintain cash collateral in the Letter of Credit Collateral
Account in an amount equal to 105% of the Letter of Credit Obligations relating
to Extended Facility Letters of Credit, and at all times when any Extended
Facility Letters of Credit are outstanding, the Borrower will maintain cash
collateral in the Letter of Credit Collateral Account in an amount not less
than 105% of the Letter of Credit Obligations relating to such Extended
Facility Letters of Credit then outstanding.


 


(k)  Letter
of Credit Collateral Account.  The
Company agrees that it will, upon the request of the Agent or the Majority
Banks after the occurrence and during the continuance of a Default or an Event
of Default, and as otherwise required pursuant to Section 2.02C(j),
establish and maintain a Letter of Credit Collateral Account.  The Company hereby pledges and grants to the
Agent, on behalf of the Issuing Banks and the Banks, a security interest in all
of the Company’s right, title and interest in and to all funds which may from
time to time be on deposit in the Letter of Credit Collateral Account to secure
the prompt and complete payment and performance of the Letter of Credit
Obligations, and to the extent provided in Sections 6.02(b) and (c),
other payment obligations hereunder.  The
Agent will invest any funds on deposit from time to time in the Letter of
Credit Collateral Account in certificates of deposit of Citibank having a
maturity not exceeding 30 days.  Nothing
in this Section 2.02C(k) shall obligate the Company to deposit any funds
in the Letter of Credit Collateral Account or limit the right of the Agent to
release any funds held in the Letter of Credit Collateral Account other than as
required in Section 2.02C(j) or Section 6.02.


 


(l)  Obligations
Several.  The obligations of each
Issuing Bank and each Bank under this Section 2.02C are several and not
joint, and no Bank shall be responsible for any Issuing Bank’s obligation to
Issue Letters of Credit or any other Bank’s participation obligations therein.


 


28





















 


SECTION 2.03.  The
B Advances.  (a) Each Bank severally
agrees that the Company and any Borrowing Subsidiary may make B Borrowings
under this Section 2.03 from time to time on any Business Day during the
period from the date hereof until the date occurring 15 days prior to the
Termination Date in the manner set forth below; provided that, following
the making of each B Borrowing, the aggregate amount (determined in Dollars) of
the Advances and Letter of Credit Obligations then outstanding shall not exceed
the aggregate amount of the Commitments of the Banks (computed without regard
to any B Reduction).


 


(b)  The procedures for the solicitation and
acceptance of B Advances to be denominated in Dollars are set forth below:


 


(i)  The Company (on behalf of itself or any
Borrowing Subsidiary) may request a B Borrowing denominated in Dollars under
this Section 2.03(b) by delivering to the Agent in a manner specified in
Section 9.02 a Notice of B Borrowing, identifying the applicable
Borrower and specifying the date and aggregate amount of the proposed B Borrowing,
the maturity date for repayment of each B Advance to be made as part of such B
Borrowing (which maturity date may not be earlier than the date occurring 15
days after the date of such B Borrowing or later than the Termination Date),
the interest payment date or dates relating thereto, and any other terms to be
applicable to such B Borrowing, not later than 10:00 A.M. (New York City time)
(A) one Business Day prior to the date of the proposed B Borrowing, if the
Company shall specify in the Notice of B Borrowing that the rates of interest
to be offered by the Banks shall be fixed rates per annum (such type of
solicitation being a “Fixed Rate Auction”) and (B) three Business Days
prior to the date of the proposed B Borrowing, if the Company shall instead
specify in the Notice of B Borrowing an index or other basis to be used by the
Banks in determining the rates of interest to be offered by them (such type of
solicitation being an “Indexed Rate Auction”).  The Company shall, in addition, certify in each
Notice of B Borrowing the Credit Ratings, if any, then in effect.  The Agent shall, promptly following its
receipt of a Notice of B Borrowing under this Section 2.03(b), notify
each Bank of such request by sending such Bank a copy of such Notice of B Borrowing.


 


(ii)  Each Bank may, if, in its sole discretion, it
elects to do so, irrevocably offer to make one or more B Advances to the
applicable Borrower as part of such proposed B Borrowing at a rate or rates of
interest specified by such Bank in its sole discretion, by notifying the Agent
(which shall give prompt notice thereof to the Company), before 10:00 A.M. (New
York City time) (A) on the date of such proposed B Borrowing, in the case of a
Fixed Rate Auction, and (B) two Business Days before the date of such
proposed B Borrowing, in the case of an Indexed Rate Auction, of the minimum
amount and maximum amount of each B Advance which such Bank would be willing to
make as part of such proposed B Borrowing (which amounts may, subject to the
proviso to the first sentence of Section 2.03(a), exceed such Bank’s
Commitment), the rate or rates of interest therefor and such Bank’s Applicable
Lending Office with respect to such B Advance; provided that if the
Agent in its capacity as a Bank shall, in its sole discretion, elect to make
any such offer, it shall notify the Company of such offer before 9:00 A.M. (New
York City time) on the date on which notice of such election is to be given to
the Agent by the other Banks.


 


29





















 


(iii)  The Company shall, in turn, before 11:00 A.M.
(New York City time) (A) on the date of such proposed B Borrowing, in the
case of a Fixed Rate Auction, and (B) two Business Days before the date of such
proposed B Borrowing, in the case of an Indexed Rate Auction, either:


 


(x)
cancel such B Borrowing by giving the Agent notice to that effect, or


 


(y)  accept (on behalf of the applicable
Borrower), subject to Section 2.03(e), one or more of the offers made by
any Bank or Banks pursuant to paragraph (ii) above, in its sole
discretion, by giving notice to the Agent of the amount of each B Advance
(which amount shall be equal to or greater than the minimum amount, and equal
to or less than the maximum amount, notified to the Company by the Agent on
behalf of such Bank for such B Advance pursuant to paragraph (ii) above)
to be made by each Bank as part of such B Borrowing, and reject any remaining
offers made by Banks pursuant to paragraph (ii) above by giving the
Agent notice to that effect.


 


(iv)  If the Company notifies the Agent that such B
Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent
shall give prompt notice thereof to the Banks and such B Borrowing shall not be
made.


 


(v)  If the Company accepts (on behalf of the applicable
Borrower) one or more of the offers made by any Bank or Banks pursuant to paragraph
(iii)(y) above, the Agent shall in turn promptly notify (A) each Bank that
has made an offer as described in paragraph (ii) above of the date and
aggregate amount of such B Borrowing and whether or not any offer or offers
made by such Bank pursuant to paragraph (ii) above have been accepted by the
Company, (B) each Bank that is to make a B Advance as part of such B Borrowing,
of the amount of each B Advance to be made by such Bank as part of such B
Borrowing, and (C) each Bank that is to make a B Advance as part of such B
Borrowing, upon receipt, that the Agent has received forms of documents
appearing to fulfill the applicable conditions set forth in Article III.  Each Bank that is to make a B Advance as part
of such B Borrowing shall, before 12:00 noon (New York City time) on the date
of such B Borrowing specified in the notice received from the Agent pursuant to
clause (A) of the preceding sentence or any later time when such Bank shall
have received notice from the Agent pursuant to clause (C) of the preceding
sentence, make available for the account of its Applicable Lending Office to
the Agent at the Payment Office such Bank’s portion of such B Borrowing, in
same day funds.  Upon fulfillment of the
applicable conditions set forth in Article III and after receipt by the
Agent of such funds, the Agent will make such funds available to the applicable
Borrower at the Agent’s aforesaid address. 
Promptly after each B Borrowing the Agent will notify each Bank of the
amount of the B Borrowing, the consequent B Reduction and the dates upon which
such B Reduction commenced and will terminate.


 


(c)  The procedures for the solicitation and
acceptance of B Advances to be denominated in an Alternative Currency are set
forth below:


 


30





















 


(i)  The Company (on behalf of itself or any
Borrowing Subsidiary) may request a B Borrowing denominated in an Alternative
Currency under this Section 2.03(c) by delivering to the Euro-Agent in a
manner specified in Section 9.02 a Notice of B Borrowing identifying the
applicable Borrower and specifying the date and aggregate amount of the
proposed B Borrowing, the maturity date for repayment of each B Advance to be
made as part of such B Borrowing (which maturity date may not be earlier than
the date occurring 15 days after the date of such B Borrowing or later than the
Termination Date), the interest payment date or dates relating thereto, the
requested Alternative Currency and any other terms to be applicable to such B
Borrowing, not later than 4:00 P.M. (London time) four Business Days prior to
the date of the proposed B Borrowing. 
Each solicitation made under this subsection (c) shall
contemplate an Indexed Rate Auction.  The
Company shall request, within one-half hour prior to the issuance of a Notice
of B Borrowing under this Section 2.03(c), the advice of the Euro-Agent
as to the exchange rate then in effect with respect to the applicable Alternative
Currency, and the Company shall specify in such Notice of B Borrowing the
exchange rate so advised to it by the Euro-Agent.  The Company shall, in addition, certify in
each Notice of B Borrowing the Credit Ratings, if any, then in effect.  The Euro-Agent shall, promptly following its
receipt of a Notice of B Borrowing under this Section 2.03(c), notify
each Bank of such request by sending such Bank a copy of such Notice of B
Borrowing.


 


(ii)  Each Bank may, if, in its sole discretion, it
elects to do so, irrevocably offer to make one or more B Advances to the
applicable Borrower as part of such proposed B Borrowing in the requested
Alternative Currency and at a rate or rates of interest specified by such Bank
in its sole discretion, by notifying the Euro-Agent (which shall give prompt
notice thereof to the Company), before 12:00 noon (London time) three Business
Days before the date of such proposed B Borrowing, of the minimum amount and
maximum amount of each B Advance which such Bank would be willing to make as
part of such proposed B Borrowing (which amounts may, subject to the proviso to
the first sentence of Section 2.03(a), exceed such Bank’s Commitment),
the rate or rates of interest therefor and such Bank’s Applicable Lending
Office with respect to such B Advance; provided that if the Euro-Agent
in its capacity as a Bank shall, in its sole discretion, elect to make any such
offer, it shall notify the Company of such offer before 11:30 A.M. (London
time) on the date on which notice of such election is to be given to the
Euro-Agent by the other Banks.


 


(iii)  The Company shall, in turn, before 4:00 P.M.
(London time) three Business Days before the date of such proposed
B Borrowing either:


 


(x) cancel such B Borrowing by
giving the Euro-Agent notice to that effect, or


 


(y)  accept (on behalf of the applicable
Borrower), subject to Section 2.03(e), one or more of the offers made by
any Bank or Banks pursuant to paragraph (ii) above, in its sole
discretion, by giving notice to 


 


31





















 


the Euro-Agent of the
amount of each B Advance (which amount shall be equal to or greater than the
minimum amount, and equal to or less than the maximum amount, notified to the
Company by the Euro-Agent on behalf of such Bank for such B Advance pursuant to
paragraph (ii) above) to be made by each Bank as part of such B
Borrowing, and reject any remaining offers made by Banks pursuant to paragraph
(ii) above by giving the Euro-Agent notice to that effect.


 


(iv)  If the Company notifies the Euro-Agent that
such B Borrowing is cancelled pursuant to paragraph (iii)(x) above, the
Euro-Agent shall give prompt notice thereof to the Banks and such B Borrowing
shall not be made.


 


(v)  If the Company accepts (on behalf of the
applicable Borrower) one or more of the offers made by any Bank or Banks
pursuant to paragraph (iii)(y) above, the Euro-Agent shall in turn
promptly notify (A) each Bank that has made an offer as described in paragraph
(ii) above of the Borrower, Alternative Currency, date and aggregate amount of
such B Borrowing and whether or not any offer or offers made by such Bank
pursuant to paragraph (ii) above have been accepted by the Company, (B) each
Bank that is to make a B Advance as part of such B Borrowing, of the amount of each
B Advance to be made by such Bank as part of such B Borrowing, and (C) each
Bank that is to make a B Advance as part of such B Borrowing, upon receipt,
that the Euro-Agent has received forms of documents appearing to fulfill the
applicable conditions set forth in Article III.  Each Bank that is to make a B Advance as part
of such B Borrowing shall, before 12:00 noon (London time) on the date of such
B Borrowing specified in the notice received from the Euro-Agent pursuant to
clause (A) of the preceding sentence or any later time when such Bank shall
have received notice from the Euro-Agent pursuant to clause (C) of the
preceding sentence, make available for the account of its Applicable Lending
Office to the Euro-Agent at the Payment Office for the applicable Alternative
Currency such Bank’s portion of such B Borrowing, in same day funds.  Upon fulfillment of the applicable conditions
set forth in Article III and after receipt by the Euro-Agent of such
funds, the Euro-Agent will make such funds available to the applicable Borrower
at the Euro-Agent’s aforesaid address. 
Promptly after each B Borrowing, the Euro-Agent will notify each Bank of
the Borrower, Alternative Currency and amount of the B Borrowing, the
consequent B Reduction and the dates upon which such B Reduction commenced and
will terminate.


 


(d)  Each B Borrowing shall, (i) in the case of a
B Borrowing to be denominated in Dollars, be in an aggregate amount not less
than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii)
in the case of a B Borrowing to be denominated in an Alternative Currency, be
in such minimum amount as shall be advised by the Euro-Agent as being
appropriate in light of the prevailing market conditions and conventions at the
time notice is given pursuant to Section 2.03(c)(i), and, following the
making of each B Borrowing, the Borrowers shall be in compliance with the
limitation set forth in the proviso to the first sentence of subsection (a)
above.


 


32





















 


(e)           Each acceptance by the Company
pursuant to Section 2.03(b)(iii)(y) or Section 2.03(c)(iii)(y) of
the offers made in response to a Notice of B Borrowing shall be treated as an
acceptance of such offers in ascending order of the rates or margins, as
applicable, at which the same were made but if, as a result thereof, two or
more offers at the same such rate or margin would be partially accepted, then
the amounts of the B Advances in respect of which such offers are accepted
shall be treated as being the amounts which bear the same proportion to one
another as the respective amounts of the B Advances so offered bear to one
another but, in each case, rounded as the Euro-Agent may consider necessary to
ensure that the amount of each such B Advance is $500,000 (or, if the currency
in which such B Advance is denominated is an Alternative Currency, such
comparable and convenient multiple thereof as the Euro-Agent shall consider
appropriate for the purpose) or an integral multiple thereof.


 


(f)  Within the limits and on the conditions set
forth in this Section 2.03, each Borrower may from time to time borrow
under this Section 2.03, repay pursuant to subsection (g) below,
and reborrow under this Section 2.03.


 


(g)  Each Borrower shall repay to the Agent for
the account of each Bank which has made a B Advance to it or (if different) for
the account of the holder of the applicable B Note, on the maturity date of
each B Advance (such maturity date being that specified by the Company for
repayment of such B Advance in the related Notice of B Borrowing and provided
in the B Note evidencing such B Advance), the then unpaid principal amount of
such B Advance.  No Borrower shall have
any right to prepay any principal amount of any B Advance unless, and then only
on the terms, specified by the Company for such B Advance in the related Notice
of B Borrowing and set forth in the B Note evidencing such B Advance.


 


(h)  Each Borrower shall pay interest on the
unpaid principal amount of each B Advance made to it, from the date of such B
Advance to the date the principal amount of such B Advance is repaid in full,
at the rate of interest for such B Advance specified by the Bank making such B
Advance in the related notice submitted by such Bank pursuant to Section
2.03(b)(ii) or Section 2.03(c)(ii), as applicable, payable on the
interest payment date or dates specified by the Company for such B Advance in
such Notice of B Borrowing, in each case as provided in the B Note evidencing
such B Advance.  In the event the term of
any B Advance shall be longer than three months, interest thereon shall be
payable not less frequently than once each three-month period during such term.


 


(i)  The indebtedness of each Borrower resulting
from each B Advance made to it shall, if requested by the Bank making such B
Advance, be evidenced by a separate B Note of such Borrower payable to the
order of the Bank making such B Advance.


SECTION 2.04.  Fees.


 


(a)  Facility
Fee.  The Company agrees to pay each
Bank a facility fee at the respective rate per annum set forth below on such
Bank’s average daily Commitment (irrespective of usage and without giving
effect to any B Reduction) from the date hereof until the Termination Date,
payable on the last day of each March, June, September and December during the
term of such Bank’s Commitment, commencing September 30, 2004, and on the
Termination Date.  The facility fee in
respect of any period shall be determined on the basis of


 


33





















 


the Credit Ratings in effect during such period, in accordance with the
table set forth below.  The rate per
annum at which such facility fee is calculated shall change when and as any
Credit Rating changes.


 




	
  Credit Rating

  	
   

  	
  Facility Fee

  (Rate per annum)

  	
   

  
	
  A+ or better
  (S&P) or

  	
   

  	
  0.06

  	
  %

  
	
  A1 or better
  (Moody’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below A+
  (S&P) and A1(Moody’s)

  	
   

  	
   

  	
   

  
	
  but

  	
   

  	
   

  	
   

  
	
  A (S&P) or

  	
   

  	
  0.07

  	
  %

  
	
  A2 (Moody’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below A
  (S&P) and A2 (Moody’s)

  	
   

  	
   

  	
   

  
	
  but

  	
   

  	
   

  	
   

  
	
  A- (S&P) or

  	
   

  	
  0.08

  	
  %

  
	
  A3 (Moody’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below A-
  (S&P) and A3 (Moody’s)

  	
   

  	
   

  	
   

  
	
  but

  	
   

  	
  0.09

  	
  %

  
	
  BBB+ (S&P) or

  	
   

  	
   

  	
   

  
	
  Baa1 (Moody’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below BBB+
  (S&P) and Baa1 (Moody’s)

  	
   

  	
  0.125

  	
  %

  






 


If, during any period, the Company shall not have Credit Ratings from
both S&P and Moody’s, the Credit Rating of the Company for purposes of this
Section 2.04(a) shall be deemed to be below BBB+ (S&P) and below
Baa1 (Moody’s) during such period.  In
addition, and notwithstanding the foregoing chart, if the Credit Rating of the
Company from S&P is more than one level higher or lower than the equivalent
Credit Rating of the Company from Moody’s at such time, then the facility fee
rate shall be determined as if the applicable Credit Rating of the Company from
each of S&P and Moody’s were one level higher than the lower of the two
Credit Ratings.


 


(b)  Letter
of Credit Fees.  In addition to any
fees paid pursuant to Section 2.02C(g), the Company agrees to pay to the
Agent for the account of the Banks, to be allocated among the Banks based upon
their L/C Participation Pro Rata Shares (adjusted, if applicable, in accordance
with Section 2.05(f)) with respect to each Letter of Credit for which
the fee is paid, a fee on each issued and outstanding Letter of Credit (a “Letter
of Credit Fee”) at the respective rate per annum set forth below on the
average daily undrawn amount of each Letter of Credit from the date hereof
until the Termination Date, payable on the last day of each March, June,
September and December during the term of such Bank’s Commitment, commencing
September 30, 2004, and on the Termination Date.  The Letter of Credit Fee in respect of any
period shall be determined on the basis of the Credit Ratings in effect during
such period, in accordance with the 


 


34





















 


table set forth below.  The rate
per annum at which such Letter of Credit Fee is calculated shall change when
and as any Credit Rating changes.


 




	
  Credit Rating

  	
   

  	
  Letter of Credit Fee

  (Rate per annum)

  	
   

  
	
  A+ or better
  (S&P) or

  	
   

  	
  0.215

  	
  %

  
	
  A1 or better
  (Moody’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below A+
  (S&P) and A1(Moody’s)

  	
   

  	
   

  	
   

  
	
  but

  	
   

  	
   

  	
   

  
	
  A (S&P) or

  	
   

  	
  0.255

  	
  %

  
	
  A2 (Moody’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below A
  (S&P) and A2 (Moody’s)

  	
   

  	
   

  	
   

  
	
  but

  	
   

  	
   

  	
   

  
	
  A- (S&P) or

  	
   

  	
  0.295

  	
  %

  
	
  A3 (Moody’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below A-
  (S&P) and A3 (Moody’s)

  	
   

  	
   

  	
   

  
	
  but

  	
   

  	
  0.410

  	
  %

  
	
  BBB+ (S&P) or

  	
   

  	
   

  	
   

  
	
  Baa1 (Moody’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below BBB+
  (S&P) and Baa1 (Moody’s)

  	
   

  	
  0.500

  	
  %

  






 


If, during any period, the Company shall not have Credit Ratings from
both S&P and Moody’s, the Credit Rating of the Company for purposes of this
Section 2.04(b) shall be deemed to be below BBB+ (S&P) and below
Baa1 (Moody’s) during such period.  In
addition, and notwithstanding the foregoing chart, if the Credit Rating of the
Company from S&P is more than one level higher or lower than the equivalent
Credit Rating of the Company from Moody’s at such time, then the Letter of
Credit Fee rate shall be determined as if the applicable Credit Rating of the
Company from each of S&P and Moody’s were one level higher than the lower
of the two Credit Ratings.


 


SECTION 2.05.  Reduction
of the Commitments; Increased Commitments; Additional Banks.


 


(a)  The Company
shall have the right, upon at least three Business Days’ notice to the Agent
and without premium or penalty, to terminate in whole or reduce ratably in part
the unused portions of the respective Commitments of the Banks; provided,
that the Total Commitment shall not be reduced to an amount which is less than
the aggregate principal amount of the Revolving Credit Obligations then
outstanding; provided  further, that if the Total Commitment is
reduced to an amount which is less than the Letter of Credit Sublimit then in
effect, the Letter of Credit Sublimit shall automatically be reduced to an
amount equal to the Total Commitment as so reduced; and provided, further,
that each partial reduction shall be in the aggregate amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof.


 


35





















 


(b)  The Company
may, upon at least thirty (30) days notice to the Agent (which shall promptly
provide a copy of such notice to the Banks), propose to increase the Total
Commitment by an amount not to exceed $150,000,000 in the aggregate for all
such increases during the term of this Agreement (the amount of any such
increase, the “Increased Commitments”). 
The Company shall be entitled to have the Total Commitment increased
pursuant to this Section not more than three (3) times during the term of this
Agreement.  Each Bank party to this
Agreement at such time shall have the right (but no obligation), for a period
of fifteen (15) days following receipt of such notice, to elect by notice to
the Company and the Agent to increase its Commitment by a principal amount
which bears the same ratio to the Increased Commitments as its then Commitment
bears to the Total Commitment then existing.


 


(c)  If any Bank
party to this Agreement shall not elect to increase its Commitment pursuant to subsection (b)
of this Section, the Company may designate another financial institution or
other financial institutions (which may be, but need not be, one or more of the
existing Banks) which at the time agree to (i) in the case of any such
financial institution that is an existing Bank, increase its Commitment and
(ii) in the case of any other such financial institution (an “Added
Bank”), become a party to this Agreement. 
The sum of the increases in the Commitments of the existing Banks
pursuant to this subsection (c) plus the Commitments of the Added
Banks shall not in the aggregate exceed the unsubscribed amount of the
Increased Commitments.


 


(d)  An increase
in the Total Commitment pursuant to this Section 2.05 shall become
effective upon the receipt by the Agent of an Increase Agreement signed by the
Company, by each Added Bank, and by each other Bank whose Commitment is to be
increased (each such Bank, an “Increasing Bank”), setting forth the new
Commitments of such Banks and setting forth the agreement of each Added Bank 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 Company with respect to the Increased
Commitments and such opinions of counsel for the Company with respect to the
Increased Commitments as set forth in such Increase Agreement.  Once the Increase Agreement has been executed
and delivered by the applicable parties, this Agreement shall be deemed to be
amended to reflect the increase in Commitments provided for therein
notwithstanding the provisions of Section 9.01.


 


By executing and delivering an Increase Agreement,
each Increasing Bank and each Added Bank confirms to and agrees with each party
hereto as follows:  (i) neither the Agent
nor any Bank makes any representation or warranty, nor assumes any
responsibility with respect to, any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement
or any other instrument or document furnished pursuant hereto; and (ii) neither
the Agent nor any Bank makes any representation or warranty, nor assumes any
responsibility with respect to, the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto.


 


Within five (5) Business Days after execution of an
Increase Agreement, each Borrower, at its own expense, shall execute and
deliver to the Agent a new A Note, if requested, to the order of each Added
Bank and, if requested by any Increasing Bank, to such Increasing


 


36





















 


Bank.  Such new A Note or Notes
shall be dated the effective date of such Increase Agreement and shall
otherwise be in substantially the form of Exhibit A-1 hereto.


 


(e)  If there
are any A Advances outstanding on the effective date of any Increase Agreement,
each Bank other than an Added Bank or an Increasing Bank (each such Bank an “Assigning
Bank”) agrees that it will assign to each Added Bank and Increasing Bank
such portion of such Assigning Bank’s rights and obligations under this
Agreement as shall be necessary to cause each Added Bank and Increasing Bank to
share ratably (based on the proportion that such Added Bank’s or Increasing
Bank’s Commitment bears to the Total Commitment after giving effect to the
Increase Agreement) in each such A Advance. 
Such assignments shall be effected by execution and delivery by the
applicable Assigning Banks, Added Banks or Increasing Banks of Assignments and
Acceptances.  In consideration of such
assignments, each Added Bank and Increasing Bank shall before 12:00 noon (New
York City time) on the effective date of the Increase Agreement, make available
for the account of its Applicable Lending Office to the Agent at its address
referred to in Section 9.02, in same day funds, such Added Bank’s or
Increasing Bank’s ratable portion (based on (1) the proportion that such Added
Bank’s Commitment or the increase in such Increasing Bank’s Commitment bears to
the Total Commitment after giving effect to the Increase Agreement) of each A
Borrowing then outstanding, together with an amount equal to such ratable
portion of the interest which has accrued to such date and remains unpaid on
such A Advances.  After the Agent’s
receipt of such funds, the Agent will promptly make such same day funds
available to the account of each Assigning Bank in an amount equal to such
Assigning Bank’s ratable portion of such payment by the Added Banks and
Increasing Banks.


 


(f)  If there
are any Letters of Credit outstanding on the date of any Increase Agreement,
each Issuing Bank and each Bank agree that the Letter of Credit Participations
with respect to each outstanding Letter of Credit shall be adjusted so that
each Bank’s Letter of Credit Participation with respect to each such Letter of
Credit shall be in the proportion that such Bank’s Available Commitment (after
giving effect to the Increased Commitments and the assignments provided for in Section
2.05(e)) bears to the total of all Available Commitments at such time (after
giving effect to such Increased Commitments and such assignments), and each
Bank’s L/C Participation Pro Rata Share with respect to such Letter of Credit
shall be based on such adjusted Letter of Credit Participations.


 


SECTION 2.06.  Repayment
of Committed Advances.  Except as
otherwise provided in Section 2.13, each Borrower shall repay on the
Termination Date the principal amount of each A Advance made to it.  Except as otherwise specified in Section
2.13, each Borrower shall repay on the Termination Date (or on any earlier
date specified in the Local Currency Addendum relating to such Local Currency
Advance) the principal amount of each Local Currency Advance made to it.


 


SECTION 2.07.  Interest
on Committed Advances.  Each Borrower
shall pay interest on the unpaid principal amount of each Committed Advance
made by each Bank to such Borrower from the date of such Committed Advance
until such principal amount shall be paid in full, at the following rates per
annum:


 


37





















 


(a)  Base
Rate Advances.  If such Committed
Advance is a Base Rate Advance, a rate per annum equal at all times to the Base
Rate in effect from time to time, payable monthly in arrears on the tenth day
of each month with respect to the previous month and on the date such Base Rate
Advance shall be paid in full; provided, that any amount of principal
which is not paid when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date on which such amount is due until
such amount is paid in full, payable on demand, at a rate per annum equal at
all times to 2% per annum above the Base Rate in effect from time to time.  The Agent shall provide telephonic notice to
the Company (which in turn shall advise the applicable Borrower) of the amount
of interest due and payable on Base Rate Advances by a date not later than the
date such payment is due; provided, however, that the Agent’s
failure to give such notice shall not discharge the applicable Borrower from
the payment of interest but shall only delay the due date of such interest
until such telephonic notice is given.


 


(b)  Eurocurrency
Advances.  If such Committed Advance
is a Eurocurrency Advance, a rate per annum equal at all times during the
Interest Period for such Committed Advance to the sum of the Eurocurrency Rate
for such Interest Period plus the Applicable Eurocurrency Margin, payable on
the last day of such Interest Period and, if such Interest Period has a
duration of more than three months, on each day which occurs during such
Interest Period every three months from the first day of such Interest Period; provided
that any amount of principal which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall bear interest, from the date on
which such amount is due until such amount is paid in full, payable on demand,
at a rate per annum equal at all times to 2% per annum above (x) if the
originally scheduled Interest Period shall then be in effect, the sum of the
Eurocurrency Rate plus the Applicable Eurocurrency Margin then in effect with
respect to such A Advance, and (y) in all other cases, the Base Rate in effect
from time to time.  “Applicable
Eurocurrency Margin” means, in respect of any Eurocurrency Advance (unless
such Eurocurrency Advance is a Local Currency Advance and the applicable Local
Currency Addendum specifies a different Applicable Margin or Margins), a rate
per annum determined as of the first day of the Interest Period for such
Eurocurrency Advance in reference to the rates under the column “Applicable
Eurocurrency Margin” set forth below on the basis of the Credit Ratings at
such time; provided, however, that for any period during any such
Interest Period when the outstanding Revolving Credit Obligations exceed 50% of
the Total Commitment, the “Applicable Eurocurrency Margin” shall be a
rate per annum determined as of the first day of such Interest Period in
reference to the rates under the column “Applicable Eurocurrency
Margin:  >50% Usage” set forth
below on the basis of the Credit Ratings at such time.


 


	
  Credit Rating

  	
   

  	
  Applicable

  Eurocurrency Margin

  (Rate per Annum)

  	
   

  	
  Applicable Eurocurrency

  Margin: >50% Usage

  (Rate per Annum)

  	
   

  
	
  A+ or better (S&P) or

  A1 or better (Moody’s)

  	
   

  	
  0.09

  	
  %

  	
  0.215

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Below A+ (S&P) and A1 (Moody’s) but

  A (S&P) or

  A2 (Moody’s)

  	
   

  	
  0.130

  	
  %

  	
  0.255

  	
  %

  



 


38





















 


	
  Credit Rating

  	
   

  	
  Applicable

  Eurocurrency Margin

  (Rate per Annum)

  	
   

  	
  Applicable Eurocurrency

  Margin: >50% Usage

  (Rate per Annum)

  	
   

  
	
  Below A (S&P) and A2(Moody’s)

  but

  A- (S&P) or

  A3 (Moody’s)

  	
   

  	
  0.170

  	
  %

  	
  0.295

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Below A- (S&P) and A3 (Moody’s)

  but

  BB+ (S&P) or

  Baa1 (Moody’s)

  	
   

  	
  0.285

  	
  %

  	
  0.410

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Below BBB+
  (S&P) and Baa1 (Moody’s)

  	
   

  	
  0.375

  	
  %

  	
  0.50

  	
  %

  



 


If, on the first day of the Interest Period for any Eurocurrency
Advance, the Company shall not have Credit Ratings from both S&P and Moody’s,
the Credit Ratings of the Company, for purposes of this Section 2.07(b),
shall be deemed to be below BBB+ (S&P) and below Baa1 (Moody’s) during such
period.  In addition, and notwithstanding
the foregoing chart, if the Credit Rating of the Company from S&P is more
than one level higher or lower than the equivalent Credit Rating of the Company
from Moody’s at such time, then the Applicable Eurocurrency Margin shall be
determined as if the Credit Rating of the Company from each of S&P and
Moody’s were one level higher than the lower of the two Credit Ratings.


 


(c)  Local
Currency Advances other than Eurocurrency Advances.  If such Advance is a Local Currency Advance
other than a Eurocurrency Advance, a rate per annum calculated in the manner
specified in the applicable Local Currency Addendum, payable on the dates
specified in such Local Currency Addendum.


 


SECTION 2.08.  Additional
Interest on Eurocurrency Advances. 
Each Borrower shall pay to each Bank, so long as such Bank (or Citibank,
in the case of Eurocurrency Advances of Citicorp) shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurocurrency Advance made by such Bank to such Borrower, from the date of
such Committed Advance until such principal amount is paid in full, at an
interest rate per annum equal at all times to the remainder obtained by
subtracting (i) the Eurocurrency Rate for the Interest Period for such
Committed Advance from (ii) the rate obtained by dividing such Eurocurrency
Rate by a percentage equal to 100% minus the Eurocurrency Rate Reserve
Percentage of such Bank for such Interest Period, payable on each date on which
interest is payable on such Committed Advance. 
Such additional interest so notified to the Company (which in turn shall
advise the applicable Borrower) by any Bank shall be payable to the Agent (or,
in the case of (a) any A Advance which is a Eurocurrency Advance denominated in
an Alternative Currency, the Euro-Agent, or (b) any Local Currency Advance, the
applicable Local Currency Agent) for the


 


39





















 


account of such Bank on the dates specified for payment of interest for
such Advance in Section 2.07.


 


SECTION 2.09.  Interest
Rate Determination.


 


(a)  Each
Reference Bank agrees to furnish to the Agent (in the case of A Advances which
are Eurocurrency Advances denominated in Dollars), the Euro-Agent (in the case
of A Advances which are Eurocurrency Advances denominated in any Alternative
Currency) and the applicable Local Currency Agent (in the case of Local
Currency Advances which are Eurocurrency Advances) timely information for the
purpose of determining each Eurocurrency Rate. 
The Agent, Euro-Agent and Local Currency Agent, as applicable, shall
give prompt notice to the Company (which in turn shall advise the applicable
Borrower) and the Banks of the applicable interest rate determined by the Agent
for purposes of Section 2.07(a) or (b), and the applicable rate,
if any, furnished by each Reference Bank for the purpose of determining the
applicable interest rate under Section 2.07(b).


 


(b)  If the
Agent, the Euro-Agent or a Local Currency Agent shall, at least one Business
Day before the date of any requested Committed Borrowing or the Conversion,
Redenomination or continuation of any Committed Borrowing, notify the Company
and the Banks that less than two of the Reference Banks shall have furnished
timely information to the Agent for determining the Eurocurrency Rate for any
Eurocurrency Advances denominated in a particular currency, the Agent shall
forthwith notify the Company and the Banks that the interest rate cannot be
determined for such Eurocurrency Advances, whereupon


 


(i)  each such Advance will automatically, on the
last day of the then outstanding Interest Period therefor, Convert into or be
Redenominated as, and with respect to a requested Committed Advance as part of
a requested Committed Borrowing, such Advance shall be, a Eurocurrency Advance
denominated in Dollars, or if the affected currency is Dollars, a Base Rate
Advance (or if such Advance is then a Base Rate Advance, will continue as a
Base Rate Advance) or if the request was for a Local Currency Advance at the
Eurocurrency Rate, a Floating Rate Advance bearing interest at such other rate
as may be specified in such event in any applicable Local Currency Addendum,
and


 


(ii)  the rights of the Borrowers to select, and
the obligation of the Banks to make, or to Convert Advances into or
Redenominate or continue Advances as, Eurocurrency Advances in such currency
shall be suspended until the Agent shall notify the Borrower and the Banks that
the circumstances causing such suspension no longer exist.


 


(c)  If, with
respect to any Eurocurrency Advances or Local Currency Advances bearing
interest at a Fixed Rate (unless the applicable Local Currency Addendum has
provided that this Section shall not apply to Local Currency Advances under
such Local Currency Addendum), the Majority Banks (or in the case of Local
Currency Advances, the Majority Local Currency Banks under the applicable Local
Currency Addendum) shall at least one Business Day before the requested date
of, or the proposed Conversion, Redenomination or continuation of the Advances
comprising all or part of, any Committed Borrowing, notify the Agent that the
Eurocurrency Rate (or any other requested Fixed Rate in the case of Local
Currency Advances)


 


40





















 


for any Interest Period for such Advances in a particular currency will
not adequately reflect the cost to such Majority Banks (or Majority Local
Currency Banks, as applicable) of making, funding or maintaining their
respective Eurocurrency Advances or Local Currency Advances bearing interest at
a Fixed Rate for such Interest Period, the Agent shall forthwith so notify the
Company and the Banks, whereupon


 


(i)  each such outstanding Eurocurrency Advance or
Local Currency Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert or be Redenominated into or continued as, and
with respect to a requested Committed Advance as part of a requested Committed
Borrowing, such Advance shall be, a Eurocurrency Advance denominated in Dollars
(or, if the affected currency is Dollars, a Base Rate Advance) or, if the
request was for a Local Currency Advance at a Fixed Rate, a Floating Rate
Advance bearing interest at such other rate as may be specified in such event
in any applicable Local Currency Addendum, and


 


(ii)  the rights of the Borrowers to select, and
the obligation of the Banks to make, or to Convert Advances into, or
Redenominate or continue Advances as, Eurocurrency Advances in such currency or
Local Currency Advances as such Fixed Rate Advances shall be suspended until
the Majority Banks have notified the Agent and the Agent shall notify the
Company and the Banks that the circumstances causing such suspension no longer
exist.


 


(d)  If any Bank
shall, not later than 10:00 A.M. (London time) two Business Days before the
date of, or the proposed Conversion, Redenomination or continuation of, any
requested Eurocurrency Advance or Local Currency Advance (unless the applicable
Local Currency Addendum has provided that this Section shall not apply to Local
Currency Advances under such Local Currency Addendum), notify the Agent, the Euro-Agent
and any applicable Local Currency Agent that such Bank is not satisfied that
deposits in the relevant Alternative Currency will be freely available to it in
the relevant amount and for the relevant Interest Period, the Agent shall
forthwith so notify the Company and the Banks, whereupon


 


(i)  each such outstanding Eurocurrency Advance or
Local Currency Advance of such Bank will automatically, on the last day of the
then existing Interest Period therefor, Convert or be Redenominated into or
continued as, and with respect to a requested Committed Advance as part of a
requested Committed Borrowing, such Advance shall be, a Eurocurrency Advance
denominated in Dollars and having an Interest Period coextensive with the
Interest Period in effect in respect of all other Committed Advances comprising
part of such Committed Borrowing; and


 


(ii)  the right of the Borrowers to request
Eurocurrency Advances or Local Currency Advances in such Alternative Currency
from such Bank as part of such Committed Borrowing or any other Committed
Borrowing shall be suspended until such Bank shall notify the Agent, the
Euro-Agent, or the applicable Local Currency Agent that the circumstances
causing such suspension no longer exist, and the  Advance to be made by such Bank as part of
such Committed Borrowing (and the Advance to be made by such Bank as part of
any subsequent Committed Borrowing in respect of which such Alternative
Currency shall have been requested during such period of suspension) shall


 


41





















 


be a Eurocurrency Advance denominated in Dollars and
having an Interest Period coextensive with the Interest Period in effect in
respect of all other Advances a part of such Committed Borrowing.


 


(e)  If any Bank
shall, not later than 10:00 A.M. (London time) two Business Days before the
date of, or the proposed Conversion, Redenomination or continuation of, any
requested Eurocurrency Advance (other than a Local Currency Advance) in an
Alternative Currency other than a Primary Currency, notify the Agent or the
Euro-Agent that such Bank, in its sole discretion, does not wish to fund the
requested Eurocurrency Advance in such Alternative Currency for the relevant
Interest Period, the Agent shall forthwith so notify the Company and the Banks,
whereupon


 


(i)  each such outstanding Eurocurrency Advance of
such Bank will automatically, on the last day of the then existing Interest
Period therefor, Convert or be Redenominated into or continued as, and with
respect to a requested A Advance as part of a requested A Borrowing, such
Advance to be made by such Bank as part of such A Borrowing shall be, a
Eurocurrency Advance denominated in Dollars and having an Interest Period
coextensive with the Interest Period in effect in respect of all other A
Advances comprising a part of such A Borrowing; and


 


(ii)  the right of the Borrowers to request
Eurocurrency Advances in such Alternative Currency from such Bank as part of
such A Borrowing shall be suspended as to such A Borrowing for such Interest
Period.


 


(f)  Each of the
Agent, the Euro-Agent and any Local Currency Agent shall, upon becoming aware
that the circumstances causing any such suspension referred to in Sections
2.09  (b)-(e) or 2.13 no longer apply, promptly so
notify the Company, provided that the failure of the Agent, the
Euro-Agent or any Local Currency Agent to so notify the Company shall not
impair the rights of the Banks under this Section 2.09 or Section
2.13, as applicable, or expose the Agent, the Euro-Agent or any Local
Currency Agent to any liability.


 


(g)  If the
applicable Borrower shall fail to select the duration of any Interest Period
for any Fixed Rate Advances  in
accordance with the provisions contained in the definition of “Interest Period”
in Section 1.01 and the provisions of Section 2.10 or any
applicable Local Currency Addendum, or is not entitled to Convert, continue or
Redenominate such Advances into or as Fixed Rate Advances pursuant to Section
2.10, the Agent will forthwith so notify the Company and the Banks and such
Advances will automatically, on the last day of the then existing Interest
Period therefor, Convert into Floating Rate Advances.


 


(h)  On the date
on which the aggregate unpaid principal amount of A Advances comprising any A
Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$5,000,000 (or its equivalent in any Alternative Currency), such A Advances
shall, if they are A Advances of a Type other than Base Rate Advances,
automatically Convert or be Redenominated into Base Rate Advances, and on and
after such date the right of the applicable Borrower to Convert or Redenominate
such A Advances into A Advances of a Type other than Base Rate Advances shall
terminate; provided, however, that if and so long as each such A
Advance shall be of the same Type and have the same Interest Period as A
Advances comprising 


 


42





















 


another Borrowing or other Borrowings of such Borrower, and the
aggregate unpaid principal amount of all such A Advances shall equal or exceed
$5,000,000 (or its equivalent in any Alternative Currency), the Borrower shall
have the right to continue all such Advances as, or to Convert or Redenominate
all such Advances into, Advances of such Type having such Interest Period.  On the date on which the aggregate unpaid
principal amount of Fixed Rate Advances comprising any Local Currency Borrowing
shall be reduced, by payment or prepayment or otherwise, to less than
$5,000,000 (or its equivalent in the relevant Alternative Currency), or such
other minimum amount for Borrowings of Fixed Rate Advances as has been set
forth in the applicable Local Currency Addendum, such Fixed Rate Advances shall
automatically Convert into Floating Rate Advances, and on and after such date
the right of the applicable Borrower to Convert such Advances into Advances
other than Floating Rate Advances shall terminate;  provided, however, that if and
so long as each such Fixed Rate Advance shall be of the same Type and have the
same Interest Period as Fixed Rate Advances comprising another Local Currency
Borrowing or other Local Currency Borrowings of such Borrower under such Local
Currency Addendum, and the aggregate unpaid principal amount of all such Fixed
Rate Advances shall equal or exceed $5,000,000 (or its equivalent in the
relevant Alternative Currency) or such other applicable minimum, the Borrower
shall have the right to continue all such Advances as, or to Convert such
Advances into, Fixed Rate Advances of such Type having such Interest Period.


 


SECTION 2.10.  Voluntary
Conversion or Continuation of Advances.


 


(a)  The
applicable Borrower may on any Business Day, upon notice given to the Agent not
later than 11:00 A.M. (New York City time) on the second Business Day prior to
the date of the proposed Conversion or continuation, and subject to the
provisions of Sections 2.09 and 2.13 and the provisos in this Section
2.10(a) and, if applicable, any Local Currency Addendum, Convert all or any
part of the Committed Advances of one Type denominated in Dollars (or the
relevant Alternative Currency, in the case of Local Currency Advances)
comprising the same Committed Borrowing into Advances of another Type
denominated in Dollars (or the relevant Alternative Currency, in the case of
Local Currency Advances) or continue all or any part of the Committed Advances
of one Type denominated in Dollars comprising the same Committed Borrowing as
Committed Advances of the same Type denominated in Dollars (or the relevant
Alternative Currency, in the case of Local Currency Advances); provided,
however, that any such Conversion or continuation of any Fixed Rate
Advances shall be made on, and only on, the last day of an Interest Period for
such Fixed Rate Advances; and provided further, that no Committed
Advance may be Converted into or continued as, a Fixed Rate Advance, at any
time that a Default or Event of Default has occurred and is continuing.  Any such Conversion or continuation of any
Committed Advances shall be in the minimum amounts and increments specified in Section
2.01(b); provided, that in the case of the continuation of a
Borrowing comprised of Eurocurrency Advances denominated in an Alternative
Currency, such continuation may, subject to the terms and conditions otherwise
set forth herein, be in an aggregate principal amount equal to the aggregate
principal amount of the Borrowing being continued.  Each such notice of a Conversion or
continuation shall, within the restrictions specified above, specify (i) the
date of such Conversion, (ii) the Committed Advances to be Converted, and (iii)
if such Conversion is into Fixed Rate Advances, the duration of the Interest
Period for each such Committed Advance.


 


43





















 


(b)  The
Borrower may, upon notice given to the Agent not later than 11:00 a.m. (New
York City time) on a Business Day at least three Business Days prior to the
date of the proposed Redenomination, and subject to the provisions of Section
2.09 and 2.13 and the provisos in this Section 2.10(b),
request that all or any part of the Advances comprising the same A Borrowing be
Redenominated from Dollars into an Alternative Currency, from an Alternative
Currency into Dollars or another Alternative Currency, or continued in the same
Alternative Currency; provided, however, that any Redenomination
shall be made on, and only on, the last day of an Interest Period for such
Advances; provided further, that any such Redenomination of A Advances
shall be in the minimum amounts and increments specified in Section 2.01(b);
and provided further, that no Advance may be Redenominated at any time
that a Default or Event of Default has occurred and is continuing.  Each such notice of request of a
Redenomination (a “Notice of Redenomination”) shall be delivered in a
manner specified in Section 9.02, specifying (i) the Advances comprising
the A Borrowing to be Redenominated, (ii) the date of the proposed
Redenomination, (iii) the currency into which such Advances are to be
Redenominated, and (iv) the duration of the Interest Period for such Advances
upon being so Redenominated.  Subject to
the provisions of Sections 2.09 and 2.13 and of the second
proviso in Section 2.10(b), each Advance so requested to be
Redenominated will be Redenominated, on the date specified therefor in such Notice
of Redenomination, into an equivalent amount thereof in the currency requested
in such Notice of Redenomination, such equivalent amount to be determined on
such date in accordance with Section 2.16, and, upon being so
Redenominated, will have an initial Interest Period as requested in such Notice
of Redenomination.


 


SECTION 2.11.  Prepayments.


 


(a)  Subject to Section
9.04(b) hereof, and to the terms of the applicable Local Currency Addendum,
if applicable, a Borrower may (i) following notice given to the Agent by the
Company (on behalf of such Borrower) not later than 11:00 A.M. (New York City
time or local time, as applicable) on the proposed date of prepayment (or two
Business Days prior to such prepayment in the case of a Designated Prepayment),
such notice specifying the applicable Borrower, the proposed date and aggregate
principal amount of the prepayment, and if such notice is given, such Borrower
shall prepay the outstanding principal amounts of the Base Rate Advances
comprising part of the same A Borrowing or Floating Rate Advances comprising
the same Local Currency Borrowing in whole or ratably in part, together with
accrued interest to the date of such prepayment on the principal amount prepaid
and (ii) following notice given to the Agent (or, in the case of Fixed Rate
Advances denominated in any Alternative Currency, the Euro-Agent or the
applicable Local Currency Agent, as applicable) by the Company (on behalf of
such Borrower) not later than 11:00 A.M. (London time or local time, as applicable)
three Business Days prior to the proposed date of prepayment (or five Business
Days prior to the proposed date of prepayment in the case of a Designated
Prepayment), such notice specifying the applicable Borrower, the proposed date
and aggregate principal amount of the prepayment, and if such notice is given,
such Borrower shall prepay the outstanding principal amounts of the Fixed Rate
Advances comprising a Committed Borrowing in whole or ratably in part, together
with accrued interest to the date of such prepayment on the principal amount
prepaid; provided, however, that Fixed Rate Advances that are A
Advances may be prepaid non-ratably in part if such prepayment is a Designated
Prepayment made to accommodate a Designated Local Currency Borrowing.  In the case of a Designated Prepayment which
provides for a prepayment in part of an A Borrowing, such prepayment shall be
allocated only to the Local Currency Banks


 


44





















 


under the Australian Local Currency Addenda and allocated among such
Banks according to their Local Currency Commitments under the Australian Local
Currency Addenda.  Each partial
prepayment shall be in an aggregate principal amount not less than $1,000,000.


 


(b)  If on any
date that Dollar equivalents of (i) Advances outstanding in an Alternative
Currency, (ii) Letters of Credit outstanding in a Primary Currency or another
Alternative Currency, or (iii) Local Currency Advances, are determined pursuant
to Section 2.16 (each such date, a “Computation Date”), it is
determined that as a result of currency fluctuations with respect to the
Advances, Letters of Credit or Local Currency Advances to which such
Computation Date applies, the Dollar equivalent of the aggregate principal
amount of all outstanding Revolving Credit Obligations exceeds the Total
Commitment, the Borrowers shall on such date prepay an aggregate principal
amount of A Advances ratably to the Banks in an amount equal to or, at the
option of the Borrower, greater than such excess, with accrued interest to the
date of such prepayment on the principal amount prepaid.  The Borrowers may determine which Borrowing
such prepayment shall be allocated to, and any such prepayment of Fixed Rate
Advances shall be subject to the provisions of Section 9.04(b).


 


SECTION 2.12.  Increased
Costs and Reduced Return.


 


(a)  If, due to
either (i) the introduction of or any change (other than any change by way of
imposition or increase of reserve requirements or, in the case of Eurocurrency
Advances, included in the Eurocurrency Rate Reserve Percentage) in or in the
interpretation of any law or regulation (other than any law or regulation
relating to Taxes or Other Taxes, the indemnification obligation for which
shall be governed solely by Section 2.17, or any tax based on or
measured by net income or otherwise in the nature of an income tax) or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) adopted on or
after the Restatement Date there shall be any increase on or after the date
hereof in the cost to any Bank of agreeing to make or making, funding or
maintaining Eurocurrency Advances or other Fixed Rate Advances, by an amount
deemed by such Bank to be material, then the Company shall from time to time,
within 15 days after demand by such Bank, accompanied by the certificate
required therefor under Section 2.12(c) (with a copy of such demand and
such certificate to the Agent), pay to the Agent for the account of such Bank
additional amounts sufficient to compensate such Bank for such increased
cost.  It shall be assumed, for the
purpose of computing amounts to be paid by the Company to Citicorp pursuant to
this Section 2.12(a), that the making, funding or maintaining by
Citicorp of any Advance has been by Citibank.


 


(b)  If any Bank
shall have determined that the adoption of any applicable law, rule or
regulation regarding capital adequacy, 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 Bank (or its Applicable Lending
Office or any corporation controlling such Bank) 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, which adoption, change, request
or directive is effected, made or promulgated on or after the Restatement Date
has or would have the effect on or after the date hereof of reducing the rate
of return on such Bank’s capital or the capital of any corporation controlling
such Bank as a consequence of such Bank’s obligation hereunder to


 


45





















 


a level below that which such Bank could have achieved but for such
adoption, change or compliance by an amount deemed by such Bank to be material,
then the Company shall, from time to time, within 15 days after demand by such
Bank, accompanied by the certificate required therefor under Section 2.12(c)
(with a copy of such demand and such certificate to the Agent), pay to the
Agent for the account of such Bank such additional amount or amounts as will
compensate such Bank or such controlling corporation for such reduction.


 


(c)  Each Bank
will promptly notify the Company and the Agent of any event of which it has
knowledge, occurring after the date hereof, which will entitle such Bank to
compensation pursuant to this Section and will designate a different Applicable
Lending Office if such designation will avoid the need for, or reduce the
amount of, such compensation and will not, in the reasonable judgment of such
Bank, be otherwise disadvantageous to such Bank.  In determining such amount, such Bank may use
any reasonable averaging and attribution methods.  A certificate of any Bank claiming
compensation under this Section and setting forth in reasonable detail the
additional amount or amounts to be paid to it hereunder and the basis for the
calculation thereof shall be conclusive in the absence of manifest error.


 


(d)  The Company
shall not be obligated to pay any additional amounts with respect to a demand
under Section 2.12(a) or 2.12(b) that are attributable to the
period (the “Excluded Period”) ending 120 days prior to the Company’s
receipt of the certificate with respect to such demand required under Section
2.12(c); provided, however, that to the extent such
additional amounts accrue during the Excluded Period because of the retroactive
effect of the applicable law, rule, regulation, guideline or request
promulgated during the 120 day period prior to the Company’s receipt of such
certificate, the limitation set forth in this Section 2.12(d) shall not
apply.


 


(e)  If any Bank
shall subsequently recoup any costs (other than from the Company) for which
such Bank has theretofore been compensated by the Company under this Section
2.12, such Bank shall remit to the Company an amount equal to the amount of
such recoupment.


 


SECTION 2.13.  Illegality.  (a)  In
the event that any Bank or Issuing Bank, as applicable, shall have determined
(which determination shall, absent manifest error, be final, conclusive and
binding upon all parties) at any time that the making or continuance of any of
its Local Currency Advances or its 
Eurocurrency Advances in Dollars or in any Alternative Currency, or the
Issuance of Letters of Credit in a Primary Currency or another Alternative
Currency, has become unlawful because of the introduction of or any change in
or in the interpretation of any law or regulation or because of the assertion
of unlawfulness by any central bank or other governmental authority, then, in
any such event, such Bank or such Issuing Bank, as applicable, shall give
prompt notice (by telephone confirmed in writing) to the Company and to the
Agent of such determination (which notice the Agent shall promptly transmit to
the other Banks).


 


(b)  Upon the giving of the notice to the Company
referred to in subsection (a) above, then (i) the obligation of the Banks
to make, or to Convert Committed Advances into or to continue Committed
Advances as, such Local Currency Advances or Eurocurrency Advances, or the
obligation of the Issuing Banks to Issue Letters of Credit in the applicable
Primary


 


46





















 


Currency or other Alternative Currency, as applicable, shall be
suspended until the applicable Bank or Issuing Bank notifies the Agent and the
Agent shall notify the Company and the Banks that the circumstances causing
such suspension no longer exist, and (ii) if any affected Local Currency
Advances or Eurocurrency Advances are then outstanding, the Company shall (or
shall cause the affected Borrower), upon at least one Business Day’s written
notice to the Agent (and, if the affected Eurocurrency Advances are denominated
in any Alternative Currency, the Euro-Agent or the applicable Local Currency
Agent, as applicable) and the affected Bank, or if permitted by applicable law
no later than the date permitted thereby, in the Company’s sole discretion,
either (i) prepay the principal amount of all outstanding Local Currency
Advances or Eurocurrency Advances of such Bank to which such notice related,
together with accrued interest thereon to the date of payment or (ii) Convert
or Redenominate each such Local Currency Advance or Eurocurrency Advance into a
Base Rate Advance, or, if applicable and if permitted by applicable law, into a
Floating Rate Advance pursuant to the applicable Local Currency Addendum, and,
in each case be obligated to reimburse the Banks in respect thereof pursuant to
Section 9.04(b) hereof.  If more
than one Bank gives notice pursuant to Section 2.13(a) at any time, then
all outstanding Local Currency Advances or Eurocurrency Advances, as
applicable, of such Banks must be treated the same by the applicable Borrower
pursuant to this Section 2.13(b). 
Any Base Rate Advance or other Floating Rate Advance arising by reason
of this Section 2.13(b) shall have an Interest Period assigned to it
that ends on the date that the Local Currency Advance or Eurocurrency Advance
for which it shall have been substituted would have expired, and the principal
thereof and interest thereon shall be payable on the date that principal and
interest would otherwise have been payable on such Local Currency Advance or
Eurocurrency Advance.  Such Base Rate
Advance or other Floating Rate Advance may not be prepaid at any time prior to
the date that the Local Currency Advance or Eurocurrency Advances comprising a
part of such Committed Borrowing shall be prepaid.


 


SECTION 2.14.  Payments
and Computations.


 


(a)  The
Borrowers shall make each payment hereunder and under the Notes (except with
respect to principal of, interest on, and other amounts relating to Advances
denominated in an Alternative Currency) not later than 11:00 A.M. (New York
City time) on the day when due in Dollars to the Agent in same day funds,
without set-off or counterclaim, by deposit of such funds to the Agent’s
account maintained at the Payment Office for Dollars in New York City.  The Borrowers shall make each payment
hereunder and under the Notes with respect to principal of, interest on, and
other amounts relating to Advances or Letters of Credit denominated in an
Alternative Currency not later than 11:00 A.M. (London time) on the day when
due in such Alternative Currency to the Euro-Agent in same day funds by deposit
of such funds to the Euro-Agent’s account maintained at the Payment Office for
such Alternative Currency, or, in the case of Local Currency Advances, at such
other time and place as shall be specified in the applicable Local Currency
Addendum.  The Agent, the Euro-Agent or
the applicable Local Currency Agent, as applicable, will give the Company prior
notice of the due date of the principal of any Committed Advance and of the due
date and amount of any fees payable hereunder; provided that the failure
to give any such prior notice shall not limit the Company’s or the applicable
Borrower’s liability for such payment, but shall delay the due date of such
payment for purposes of Sections 6.01(a) or (b), as applicable,
by the number of days after such due date that such notice is given.  The Agent, Euro-Agent or the applicable Local
Currency Agent, as applicable, will promptly thereafter cause to be distributed
like funds relating


 


47





















 


to the payment of principal, interest, Reimbursement Obligations or
fees ratably (other than amounts payable pursuant to Section 2.03, 2.08,
2.12 or 2.17) to the applicable Banks for the account of their
respective Applicable Lending Offices, and like funds relating to the payment
of any other amount payable to any Bank to such Bank for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement.


 


(b)  All
computations of interest based on Citibank’s base rate shall be made by the
Agent on the basis of a year of 365 or 366 days, as the case may be, and all
computations of interest based on the Eurocurrency Rate or the Federal Funds
Rate and of fees shall be made by the Agent, Euro-Agent or the applicable Local
Currency Agent, as applicable, and all computations of interest pursuant to Section
2.08 shall be made by a Bank, on the basis of a year of 360 days, in each
case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest or fees are
payable.  Each determination by the
Agent, Euro-Agent or the applicable Local Currency Agent (or, in the case of Section
2.08, by a Bank) of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.


 


(c)  Whenever
any payment hereunder or under the Notes shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such cases be included in the
computation of payment of interest or fees, as the case may be; provided,
however, if such extension would cause payment of interest on or
principal of Eurocurrency Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.


 


(d)  Unless the
Agent, the Euro-Agent or the applicable Local Currency Agent, as applicable,
shall have received notice from a Borrower prior to the date on which any
payment is due from such Borrower to the Banks hereunder that such Borrower
will not make such payment in full, the Agent, Euro-Agent or the applicable
Local Currency Agent, as applicable, may assume that such Borrower has made
such payment in full to it on such date and it may, in reliance upon such
assumption, cause (but shall not be required to cause) to be distributed to
each Bank on such due date an amount equal to the amount then due such Bank.  If and to the extent such Borrower shall not
have so made such payment in full to the Agent, Euro-Agent or the applicable
Local Currency Agent, as applicable, each Bank shall repay to the Agent,
Euro-Agent or the applicable Local Currency Agent, as applicable, forthwith on
demand such amount distributed to such Bank together with interest thereon, for
each day from the date such amount is distributed to such Bank until the date
such Bank repays such amount to the Agent, Euro-Agent or the applicable Local
Currency Agent, as applicable, at the Federal Funds Rate.


 


SECTION 2.15.  Sharing
of Payments, Etc.  If any Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the A Advances made by it or
Reimbursement Obligations owed to it (other than pursuant to Section 2.08,
2.12 or 2.17) in excess of its ratable share of payments on
account of the A Advances or Reimbursement Obligations obtained by all the
Banks, such Bank shall forthwith purchase from the other Banks such
participations in the A Advances or Reimbursement Obligations made by them as
shall be necessary to cause such purchasing Bank to share the excess payment
ratably with each of them, provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Bank, such


 


48





















 


purchase from each Bank shall be rescinded and such Bank shall repay to
the purchasing Bank the purchase price to the extent of such recovery together
with an amount equal to such Bank’s ratable share (according to the proportion
of (i) the amount of such Bank’s required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so
recovered.  Each Borrower agrees that any
Bank so purchasing a participation from another Bank pursuant to this Section
2.15 may, to the fullest extent permitted by law, exercise all its rights
of payment (including the right of set-off) with respect to such participation
as fully as if such Bank were a Bank hereunder in the amount of such
participation.


 


SECTION 2.16.  Currency
Equivalents.  For purposes of
determining compliance with the provisions of this Article II at any
time, the equivalent in Dollars in respect of any Advance or Letter of Credit
denominated (or proposed to be denominated) in an Alternative Currency shall be
determined in accordance with Section 2.02(a), Section 2.02A, Section
2.02B, Section 2.02C, Section 2.03(c)(i), Section 2.09,
Section 2.10 or Section 2.13 by the Euro-Agent, or by the
applicable Local Currency Agent, in the case of a Local Currency Advance, in
each case, in consultation with the Company, immediately prior to the issuance
by the Company of the Notice of Borrowing requesting such Advances, any notice
of Conversion or continuation or Notice of Redenomination with respect to such
Advances or the Notice of Letter of Credit Issuance requesting such Letter of
Credit.  Any equivalent determined in
accordance with Section 2.02(a), Section 2.02A, Section 2.02B,
Section 2.02C, Section 2.03(c)(i), Section 2.09, Section
2.10, Section 2.13 or this Section 2.16, with respect to any
Borrowing of Fixed Rate Advances, shall be deemed to remain in effect at all
times during (and until the last day of) the applicable Interest Period in
respect of the Advances comprising the applicable Borrowing, notwithstanding
any fluctuation in exchange rates occurring prior to the last day of such
Interest Period; any such equivalent determined with respect to any Borrowing
of Floating Rate Advances under any Local Currency Addendum, unless otherwise
specified in such Local Currency Addendum (or unless an Interest Period is assigned
to any such Floating Rate Advance pursuant to Section 2.09(d) or Section
2.13, in which case the preceding provisions of this sentence shall apply),
or with respect to any Letter of Credit, shall be deemed to remain in effect
until the last Business Day of the month in which such determination is made
and shall be redetermined by the applicable Local Currency Agent, or by the
Euro-Agent in the case of a Letter of Credit, in consultation with the Company,
on such last Business Day of such calendar month, and on the last Business Day
of each succeeding month that such Floating Rate Advances or Letter of Credit
are outstanding.


 


SECTION 2.17.  Taxes.


 


(a)  Subject to Section
2.17(f), any and all payments by each Borrower hereunder, under the Notes
or under the Letter of Credit Reimbursement Agreements shall be made, in
accordance with Section 2.14, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities with respect thereto, excluding,
(i) in the case of each Bank, each Issuing Bank, the Agent, the Euro-Agent, and
each Local Currency Agent, (A) taxes imposed on its income, branch profits
taxes and franchise taxes imposed on it, by the jurisdiction (or any political
subdivision thereof) under the laws of which such Bank, such Issuing Bank, the
Agent, the Euro-Agent or such Local Currency Agent (as the case may be) is
organized or carries on business (other than any such taxes


 


49





















 


imposed by any jurisdiction in which such Person would not be deemed to
be carrying on business but for such Person’s execution of, or exercise of any
rights or remedies under, this Agreement or any other Loan Document) and (B)
any withholding taxes imposed by the United States of America with respect to
payments under the Loan Documents under the laws (including any statute, treaty
or regulation) in effect on the Restatement Date (or, in the case of any
assignee party to an Assignment and Acceptance, on the effective date of its
becoming a “Bank” hereunder), but not excluding any such withholding taxes
payable as a result of any change in such laws occurring on or after the
Restatement Date (or, in the case of any assignee party to an Assignment and
Acceptance, after the effective date of its becoming a “Bank” hereunder) and,
(ii) in the case of each Bank and each Issuing Bank, taxes imposed on or
measured by its income, branch profits taxes and franchise taxes imposed on it,
as a result of a present or former connection between such Bank or such Issuing
Bank and the jurisdiction of the governmental authority imposing such tax or
any taxing authority thereof or therein (other than any such taxes that would
not be imposed but for such Person’s execution of, or exercise of any rights or
remedies under, this Agreement or any other Loan Document) (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as “Taxes”).  Subject to Section 2.17(f), if any
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder, under any Note or under any Letter of Credit
Reimbursement Agreement to any Bank, any Issuing Bank, the Agent, the
Euro-Agent, or any Local Currency Agent, (i) the sum payable by such Borrower
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.17(a)) such Bank, such Issuing Bank, the Agent, the
Euro-Agent or such Local Currency Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
such Borrower shall make such deductions and (iii) such Borrower shall pay the
full amount deducted to the relevant taxing authority or other authority in
accordance with applicable law.


 


(b)  In
addition, each Borrower individually agrees, and the Company jointly and
severally with the applicable Borrower agrees, to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made by such Borrower hereunder,
under any Local Currency Addendum or under the Notes or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, any
Local Currency Addendum or the Notes (hereinafter referred to as “Other
Taxes”).  The Agent, Euro-Agent and
any Local Currency Agent may demand payment of, and seek recourse on, any Other
Taxes from the Company and such Borrower, without any requirement that the
Agent, the Euro-Agent or such Local Currency Agent allocate the reimbursement
obligation for such Other Taxes between the Company and such Borrower.


 


(c)  Each
Borrower will indemnify each Bank, each Issuing Bank, the Agent, the Euro-Agent
and any Local Currency Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.17) paid by such
Bank, such Issuing Bank, the Agent, the Euro-Agent or such Local Currency Agent
(as the case may be) and any liability (including penalties, interest and
expenses reasonably incurred) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted;
provided, however, that such Borrower shall not be obligated to make payment to
such Bank, such Issuing Bank, the Agent, the Euro-Agent or any Local Currency
Agent (as the case may be) pursuant to this Section


 


50





















 


2.17(c) in respect of penalties,
interest or expenses attributable to such Taxes or Other Taxes if such
penalties, interest or expenses are attributable to the gross negligence or willful
misconduct of the Person seeking indemnification under this Section 2.17(c).  This indemnification shall be made within 30
days from the date such Bank, such Issuing Bank, the Agent, the Euro-Agent or
such Local Currency Agent (as the case may be) makes written demand therefor by
delivering a certificate setting forth in reasonable detail the amount of the
indemnification to be made hereunder and the basis for the calculation thereof,
which certificate shall be conclusive in the absence of manifest error.  No Borrower shall be obligated to pay any
indemnification with respect to a demand under this Section 2.17(c)
relating to amounts incurred more than 120 days prior to such Borrower’s
receipt of the certificate with respect to such demand required under this Section
2.17(c); provided, that if the circumstances giving rise to such
demand are retroactive, then the 120-day period referred to above shall be
extended to include the period of retroactive effect.


 


(d)  The Agent,
Euro-Agent and any Local Currency Agent may, from time to time, request that
the Company furnish (and the Company shall, reasonably promptly following any
such request, furnish) to the Agent, the Euro-Agent or such Local Currency
Agent the originals or certified copies of receipts evidencing the payment of
Taxes by and on behalf of the Borrowers (or any other form, certificate or
document reasonably acceptable to the Agent, the Euro-Agent or such Local
Currency Agent, as the case may be).


 


(e)  Without
prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrowers contained in this Section 2.17
shall survive the payment in full of principal and interest hereunder and under
the Notes.


 


(f)  (i)  On
or prior to the Restatement Date (or, in the case of any assignee party to an
Assignment and Acceptance, on the effective date of its becoming a “Bank”
hereunder), each Bank and each Issuing Bank, in each case, organized under the
laws of a jurisdiction outside the United States of America shall provide the
Agent, the Company and each other Borrower that is organized under the laws of
the United States of America (or any state or political subdivision thereof)
with the forms prescribed by the Internal Revenue Service of the United States
of America certifying such Bank’s or such Issuing Bank’s (as the case may be)
exemption from withholding taxes imposed by the United States of America with
respect to all payments to be made to such Bank or such Issuing Bank (as the
case may be) hereunder, under any of the Notes or under any Letter of Credit
Reimbursement Agreement, and each such Bank or Issuing Bank (as the case may
be) shall thereafter provide the Agent, the Company and each other Borrower
that is organized under the laws of the United States of America (or any state
or political subdivision thereof) with such supplements and amendments thereto
and such additional forms, certificates, statements or documents as may from
time to time be required by applicable law.  
If a Bank or Issuing Bank that is organized under the laws of a
jurisdiction outside the United States of America shall fail to deliver, or
improperly delivers, the forms, certificates, statements or documents required
to be delivered by this Section 2.17(f)(i), then Section 2.17(a)
shall not apply with respect to any payments made to or for the account of such
Bank or such Issuing Bank (as the case may be) hereunder, under any of the
Notes or under any Letter of Credit Reimbursement Agreement during the period
that such failure or deficiency shall continue, and the Borrowers, the Agent, 


 


51





















 


 


the Euro-Agent or any Local Currency Agent shall be
permitted to withhold United States federal, state and local income taxes from
any payments made hereunder, under the Notes or under any Letter of Credit
Reimbursement Agreement at the applicable statutory rate.


 


(ii)  On or prior to the date of any Local Currency
Addendum (or, in the case of any assignee party to an Assignment and Acceptance
which would result in such Bank’s becoming a Local Currency Bank, on the
effective date of its becoming a “Bank” hereunder), each Bank which will be a
Local Currency Bank under such Local Currency Addendum which is organized under
the laws of a jurisdiction outside the jurisdiction in which Local Currency
Advances are to be made under such Local Currency Addendum shall provide the
applicable Borrower, the Local Currency Agent and the Agent with the forms,
certificates, statements or documents, if any, prescribed by the applicable
governmental agent of such Local Currency Country certifying such Bank’s
exemption from withholding taxes imposed by such Local Currency Country with
respect to all payments to be made to such Bank under such Local Currency
Addendum, and each such Bank shall thereafter provide the applicable Borrower,
the Local Currency Agent and the Agent with such supplements and amendments
thereto and such additional forms, certificates, statements or documents as may
from time to time be required by applicable law.  If a Local Currency Bank that is organized
under the laws of a jurisdiction outside the applicable Local Currency Country
shall fail to deliver, or improperly delivers, the forms, certificates,
statements or documents required to be delivered by this Section 2.17(f)(ii),
then Section 2.17(a) shall not apply with respect to any payments made
to or for the account of such Bank under such Local Currency Addendum during
the period that such failure or deficiency shall continue, and the applicable
Borrower, the Agent, or the Local Currency Agent shall be permitted to withhold
Local Currency Country federal, state and local income taxes from any payments
made under such Local Currency Addendum at the applicable statutory rate.


 


(iii)  On the date of any Local Currency Addendum
(or, in the case of any assignee party to an Assignment and Acceptance which
would result in such Bank becoming a Local Currency Bank, on the effective date
of its becoming a “Local Currency Bank” under such Local Currency Addendum),
each Bank which will be a Local Currency Bank under such Local Currency
Addendum will, unless otherwise provided in the Local Currency Addendum, be an
Eligible Local Currency Bank and shall so confirm in the Local Currency
Addendum.  If such confirmation by such
Local Currency Bank shall not be correct on such effective date, and as a
result thereof, any Borrower, the Agent, the Euro-Agent or any Local Currency
Agent shall be required to withhold Local Currency Country federal, state or
local income taxes from any payments made under such Local Currency Addendum,
then during the period that such failure to qualify as an Eligible Local
Currency Bank shall continue, (x) Section 2.17(a) shall not apply with
respect to any payments made to or for the account of such Local Currency Bank
under such Local Currency Addendum and the applicable Borrower, the Agent, or
the Local Currency Agent shall be permitted to withhold Local Currency Country
federal, state and local income taxes, from any payments made under such Local
Currency Addendum at the applicable statutory rate and (y) the Borrowers shall
not be obligated to provide any indemnity under Section 2.17(c) with
respect thereto.


 


52





















 


(iv)  Each Bank and each Issuing Bank that is
organized under the laws of the United States of America (or any state or
political subdivision thereof) and that is not an “exempt recipient” (as
defined in Treasury Regulations Section 1.6049-4(c)) with respect to which no
withholding is required shall, on or prior to the Restatement Date (or, in the
case of any assignee party to an Assignment and Acceptance, on the effective
date of its becoming a “Bank” hereunder), provide the Agent, the Company and
each other Borrower that is organized under the laws of the United States of
America (or any state or political subdivision thereof) with two complete
copies of Internal Revenue Service Form W-9, and each such Bank or Issuing
Bank, as the case may be, shall thereafter provide the Agent, the Company and
each other Borrower that is organized under the laws of the United States of
America (or any state or political subdivision thereof) with such supplements
and amendments thereto and such additional forms, certificates, statements or
documents as may from time to time be required by applicable law.


 


(g)  If any Bank
or Issuing Bank determines, in its sole discretion, that it has actually and
finally realized, by reason of a refund, deduction or credit of any Taxes or
Other Taxes paid or reimbursed by a Borrower pursuant to this Section 2.17
in respect of payments hereunder, under the Notes or under any Letter of Credit
Reimbursement Agreement, a current monetary benefit that it would otherwise not
have obtained but for such refund, deduction or credit, and that would result
in the total payments under this Section 2.17 exceeding the amount
needed to make such Bank or such Issuing Bank whole, such Bank or such Issuing
Bank shall pay to such Borrower, with reasonable promptness following the date
on which it actually realizes such benefit, an amount equal to the lesser of
the amount of such benefit or the amount of such excess, in each case net of
all reasonable out-of-pocket expenses incurred in securing such refund,
deduction or credit.


 


(h) 
Notwithstanding any provision in this Agreement to the contrary, for any
period with respect to which any Bank (including any assignee party to an
Assignment and Acceptance that becomes a “Bank” hereunder) or Issuing Bank has
failed to deliver, or has improperly delivered, to the Borrowers, the Agent,
the Euro-Agent or any Local Currency Agent (as the case may be) the appropriate
form, certificate, statement or document required to be delivered in Section
2.17(f), such Bank or Issuing Bank, as the case may be, shall not be
entitled to indemnification under Section 2.17(c) for any Taxes or Other
Taxes imposed by reason of such failure or improper delivery.


 


(i)  Any Bank
claiming any indemnification or additional amounts payable pursuant to this Section
2.17 will designate a different Applicable Lending Office if such
designation will avoid the need for, or reduce the amount of, any such
indemnification or additional amounts and will not, in the reasonable judgment
of such Bank, be otherwise disadvantageous to such Bank.


 


(j) 
Notwithstanding any provision in this Agreement to the contrary, if any
Bank changes its residence, principal place of business or Applicable Lending
Office or takes any similar action (other than at the Company’s request or
pursuant to Section 2.17(i)), and the effect of such change or action,
as of the date thereof, would be to increase the additional amounts or
indemnification that the Borrowers are required to pay under Section 2.17(a)
and Section 2.17(c) then the Borrowers shall not be obligated to pay the
amount of such increase.


 


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SECTION 2.18.  Substitution of Banks.  In the event that (w) any one or more Banks,
pursuant to Section 2.12 hereof, incurs any increased costs, receives a
reduced payment or is required to make any payment for which any such Bank
demands compensation pursuant to such Section, or makes a claim for indemnity
or compensation under Section 2.17 hereof with respect to a payment when
no other Bank makes a claim for indemnity or compensation under Section 2.17
with respect to such payment, in any such case which compensation or indemnity
increases the effective lending rate of such Bank with respect to its share of
the A Advances in excess of the effective lending rate of the other Banks, or,
if applicable, the effective lending rate of such Bank with respect to Local
Currency Advances in excess of the effective lending rate of the other Banks
party to the Local Currency Addendum under which such Local Currency Advances
are outstanding, and such Bank has not mitigated such increased costs, reduced
payment or additional payment within 30 days after receipt by such Bank from
the Company of a written notice that such Bank’s effective lending rate has so
exceeded the effective lending rate of the other Banks; (x) any one or more
Banks have determined pursuant to Section 2.09(d) or 2.13(a)
hereof that it may not make or maintain all or certain of its Eurocurrency
Advances or Local Currency Advances at such time (and the other Banks shall
continue to be able to make or maintain their corresponding Eurocurrency
Advances at such time or the other applicable Local Currency Banks shall
continue to be able to make or maintain their corresponding Local Currency
Advances at such time) and the inability of such Bank or Local Currency Bank,
as applicable, to make or maintain such Eurocurrency Advances or Local Currency
Advances continues for 30 or more days after the receipt by such Bank from the
Company of written notice of such inability and the Company’s request that such
Bank alleviate such inability; (y) any Bank shall decline (or be deemed to have
declined) to extend its Commitment hereunder after a request for extension of
Commitments pursuant to Section 2.19 and Banks holding Commitments
equaling or exceeding 51% of the Total Commitment have agreed to extend their
Commitments pursuant to such request; or (z) any Local Currency Bank under a
Local Currency Addendum ceases to be an Eligible Local Currency Bank under such
Local Currency Addendum, then and in any such event, the Company may substitute
for such Bank an existing Bank, or another financial institution which is
reasonably acceptable to the Agent, to assume the Commitment, the Letter of
Credit Participations and/or Local Currency Commitment of such Bank and to
purchase the A Note and/or any Local Currency Advances of such Bank hereunder,
without recourse to or warranty (other than as to unencumbered ownership) by,
or expense to, such Bank for a purchase price equal to the outstanding
principal amount of the A Advances and/or Local Currency Advances then payable
to such Bank plus any accrued but unpaid interest and accrued but unpaid fees
with respect thereto.  Such purchase shall
be effected by execution and delivery by such Bank and its replacement of an
Assignment and Acceptance, and shall otherwise be made in the manner described
in Section 9.08.  Upon such
purchase, to the extent of the rights and benefits assigned, such Bank shall no
longer be a party hereto or to the applicable Local Currency Addendum or have
any rights or benefits hereunder or under said Local Currency Addendum (except
for rights or benefits that such Bank would retain hereunder upon termination
of this Agreement) and the replacement Bank shall succeed to the rights and
benefits, and shall assume the obligations, of such Bank hereunder, including
such Bank’s Letter of Credit Participations, under such A Note and under any
Local Currency Addendum to which such Bank is a party.


 


SECTION 2.19.  Extension of Commitments.  (a) 
One time during each period from the date that is 90 days prior to each
Anniversary Date to the date that is 30 days prior to each such Anniversary
Date, the Borrowers may, by written notice (an “Extension Request”)


 


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given to the Agent,
request that the Stated Termination Date be extended.  Each such Extension Request shall contemplate
an extension of the Stated Termination Date to a date that is one year after
the Stated Termination Date then in effect.


 


(b)  The Agent
shall promptly advise each Bank of its receipt of any Extension Request.  Each Bank may, in its sole discretion,
consent to a requested extension by giving written notice thereof to the Agent
by not later than the date (the “Extension Confirmation Date”) that is
15 days after the date of the Extension Request, which consent shall be
irrevocable when given.  Failure on the
part of any Bank to respond to an Extension Request by the applicable Extension
Confirmation Date shall be deemed to be a denial of such request by such
Bank.  Subject to the Company’s right to
replace a Bank pursuant to Section 2.18, if all of the Banks, after
giving effect to the last sentence in this paragraph, shall consent in writing
to the requested extension, such request shall be granted.  Promptly following the opening of business on
the first Business Day following the applicable Extension Confirmation Date,
the Agent shall notify the Company in writing as to whether the requested
extension has been granted (such written notice being an “Extension
Confirmation Notice”) and, if granted, such extension shall become
effective upon the issuance of such Extension Confirmation Notice.  The Agent shall promptly thereafter provide a
copy of such Extension Confirmation Notice to each Bank.  If such extension is not granted, the Agent
shall give the Company notice of the identity of any non-consenting Banks.  If the Company replaces one or more
non-consenting Banks pursuant to the provisions of Section 2.18, and any such
replacement Bank becomes a Bank on or before the earlier of (i) 30 days after
the Extension Confirmation Date and (b) 5 days before the applicable
Anniversary Date, and consents to the Extension Request at the time it becomes
a Bank, such consent shall be effective retroactively as of the Extension
Confirmation Date.


 


ARTICLE III

CONDITIONS OF LENDING


 


SECTION 3.01.  Conditions Precedent to this Agreement and
to Initial Extensions of Credit.


 


(a)  The
effectiveness of this Agreement on the Restatement Date and the obligation of
each Bank to make its initial Advance on the occasion of the initial Borrowing
by the Company, Ecolab Pty and Ecolab Finance Pty (collectively, the “Initial
Credit Parties”) and the obligation of an Issuing Bank to Issue and each
Bank to Participate in the initial Letter of Credit Issued hereunder for the
account of the Initial Credit Parties is subject to the conditions precedent
that (i) all facility, agency and administrative fees provided for under the
terms of this Agreement, accrued to the Restatement Date, shall have been paid
by the Company; (ii) the Prior 364-Day Credit Agreement shall have been
terminated and all amounts owing by the Company or any Borrowing Subsidiary
under the Original Credit Agreement and the Prior 364-Day Credit Agreement or
pursuant thereto shall have been paid in full; and (iii) the Agent shall have
received on or before the Restatement Date the following, each dated as of the
Restatement Date in form and substance satisfactory to the Agent and (except
for any Notes) in sufficient copies for each Bank:


 


(i)  A fully executed copy of this Agreement and,
for each Bank requesting the same, an A Note of each Initial Credit Party
payable to the order of such Bank.


 


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(ii)  Certified copies of (A) the resolutions of
the Board of Directors or other governing body of each Initial Credit Party
approving this Agreement and the Notes of each such Initial Credit Party; and
(B) all documents evidencing other necessary corporate or other authorizing
action and governmental approvals, if any, with respect to this Agreement and
the Notes of the Initial Credit Parties.


 


(iii)  Signed copies of a certificate of the
Secretary or an Assistant Secretary or other appropriate officer or
representative of each Initial Credit Party certifying the names and true
signatures of the officers or other representatives of such Initial Credit
Party authorized to sign this Agreement and the Notes of such Initial Credit
Party and the other documents or certificates to be delivered by such Initial
Credit Party pursuant to this Agreement. 
The Agent may conclusively rely on each such certificate of such Initial
Credit Party until the Agent shall receive a further certificate of the
Secretary or an Assistant Secretary or other representative of such Initial
Credit Party canceling or amending the prior certificate of such Initial Credit
Party and submitting the signatures of the officers or other representatives
named in such further certificate.


 


(iv)  A certificate executed by the Treasurer of
the Company on behalf of the Company certifying that as of the Restatement
Date, since December 31, 2003 there has been no material adverse change in the
business, financial condition, operations, properties or performance of the
Company and its Subsidiaries, taken as a whole, or in the ability of the
Company to perform its obligations under this Agreement or any Note.


 


(v)  Favorable opinions of (A) the General Counsel
of the Company in substantially the form of Exhibit E hereto and special
counsel for the Company, Ecolab Pty and Ecolab Finance Pty in substantially the
form of Exhibit F hereto and (B) for Ecolab Pty and Ecolab Finance Pty,
special Australian counsel for such Initial Credit Parties in substantially the
form of Exhibit G hereto.  Such
counsel shall be reasonably satisfactory to the Agent.


 


(vi)  A favorable opinion of Sidley Austin Brown
& Wood LLP, counsel for the Agent and the Euro-Agent, in substantially the
form of Exhibit H hereto.


 


(b)  The obligation
of each Bank to make its initial Advance on the occasion of the initial
Borrowing by any Borrowing Subsidiary other than Ecolab Pty and Ecolab Finance
Pty (if Ecolab Pty and Ecolab Finance Pty have at all times since the
Restatement Date been parties to this Agreement) and the obligation of any
Issuing Bank to Issue and each Bank to Participate in any Letter of Credit
Issued on behalf of such Borrowing Subsidiary hereunder, on or after the
Restatement Date, is subject to the conditions precedent that (i) all facility,
agency and administrative fees provided for under the terms of this Agreement,
accrued to the date of such initial Advance or Letter of Credit, shall have
been paid by the Company; and (ii) the Agent shall have received on or before
the day of such initial Borrowing or Letter of Credit the following, each dated
such day or within two Business Days prior to such day, in form and substance
satisfactory to the Agent and (except for any Notes) in sufficient copies for
each Bank:


 


(A)  For each Bank requesting the same, an A Note
of such Borrowing Subsidiary payable to the order of such Bank.


 


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(B)  Certified copies of (I) the resolutions or
other authorizing action of the Board of Directors or other governing body of
such Borrowing Subsidiary approving its Election to Participate, this Agreement
and the Notes of such Borrowing Subsidiary, and the resolutions of the Board of
Directors of the Company approving the addition of such Borrowing Subsidiary
pursuant to the terms of this Agreement; and (II) all documents evidencing
other necessary corporate or other authorizing action and governmental
approvals, if any, with respect to this Agreement and the Notes of such
Borrowing Subsidiary.


 


(C)  Signed copies of (I) a certificate of the
Secretary or an Assistant Secretary or other appropriate officer or
representative of such Borrower Subsidiary certifying the names and true
signatures of the officers or other representatives of such Borrowing Subsidiary
authorized to sign such Borrowing Subsidiary’s Election to Participate and the
Notes of such Borrowing Subsidiary and the other documents or certificates to
be delivered by such Borrowing Subsidiary pursuant to this Agreement and (II) a
certificate of the Secretary or an Assistant Secretary or other appropriate
officer of the Company certifying the names and true signatures of the officers
of the Company authorized to sign such Borrowing Subsidiary’s Election to
Participate.  The Agent may conclusively
rely on each such certificate of such Borrowing Subsidiary or of the Company
until the Agent shall receive a further certificate of the Secretary or an
Assistant Secretary or other representative of such Borrowing Subsidiary or of
the Company, as the case may be, canceling or amending the prior certificate of
such Borrowing Subsidiary or of the Company, as the case may be, and submitting
the signatures of the officers or other representatives named in such further
certificate.


 


(D)  Favorable opinions of (i) the General Counsel
of the Company covering the matters, to the extent applicable, and in
substantially the form, to the extent applicable, of Exhibit E hereto,
(ii) special counsel for the Company and such Borrowing Subsidiary covering the
matters, to the extent applicable, and in substantially the form, to the extent
applicable, of Exhibit F hereto, (iii) special local counsel for such
Borrowing Subsidiary in substantially the form, to the extent applicable, of Exhibit
G hereto, and (iv) counsel for the Company or the applicable Borrowing
Subsidiary as to such other matters as any Bank through the Agent may
reasonably request.  Such counsel shall
be reasonably satisfactory to the Agent.


 


SECTION 3.02.  Conditions Precedent to Each Committed
Borrowing and Letter of Credit.  The
obligation of each Bank to make a Committed Advance on the occasion of each
Committed Borrowing pursuant to Section 2.02 or 2.02B (including
the initial Committed Borrowing) by each Borrower (including each Borrowing
Subsidiary), and the obligation of any Issuing Bank to Issue any Letter of
Credit hereunder (including the initial Letter of Credit), shall be subject to
the further conditions precedent that on the date of such Committed Borrowing
or Letter of Credit Issuance (a) the following statements shall be true and the
Agent shall have received for the account of such Bank or Issuing Bank, as
applicable, a certificate signed by a duly authorized officer of the Company as
follows:


 


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(i)  The representations and warranties contained
in subsections (a), (b), (c) and (d) of Section 4.01 and, if such
Committed Borrowing is by, or such Letter of Credit Issuance is for the account
of, a Borrowing Subsidiary, Section 4.02 (as to such Borrowing
Subsidiary) are correct in all material respects on and as of the date of such
Committed Borrowing or Letter of Credit Issuance, before and after giving
effect to such Committed Borrowing or Letter of Credit Issuance and to the
application of the proceeds therefrom, as though made on and as of such date,
and


 


(ii)  No Event of Default has occurred and is
continuing, or would result from such Committed Borrowing or Letter of Credit
Issuance or from the application of the proceeds therefrom;


 


and
(b) if the Agent shall have reasonably requested prior to the delivery of the
Notice of Borrowing for such Committed Borrowing or Notice of Letter of Credit
Issuance with respect to such Letter of Credit, such approvals, opinions or
other documents as the Agent is permitted to request hereunder, the Agent shall
have received such approvals, opinions or documents.


 


SECTION 3.03.  Conditions Precedent to Certain Borrowings
or Letters of Credit.  The obligation
of each Bank to make that portion of a Committed Advance on the occasion of any
Committed Borrowing pursuant to Section 2.02 or 2.02B, or the
obligation of an Issuing Bank to Issue any Letter of Credit, in either case,
which would increase the aggregate outstanding amount in any currency of (a)
Committed Advances owing to such Bank from all Borrowers plus (b) Letter
of Credit Participations of such Bank over the aggregate amount of (x)
Committed Advances owing to such Bank in such currency plus (y) Letter
of Credit Participations of such Bank in such currency outstanding immediately
prior to the making of such Committed Advance or the Issuance of such Letter of
Credit shall be subject to the further conditions precedent that on the date of
such Committed Borrowing or Letter of Credit Issuance, as applicable, (i) the
representations and warranties contained in subsections (e), (f), (g), (h),
(i), (k), (l), (m) and (n) of Section 4.01 are correct in all material
respects on and as of the date of such Committed Borrowing or the Issuance of
such Letter of Credit, before and after giving effect to such Committed
Borrowing or the Issuance of such Letter of Credit and to the application of
the proceeds therefrom, as though made on and as of such date; (ii) no Default
or Event of Default has occurred and is continuing, or would result from such
Committed Borrowing or Letter of Credit Issuance, as applicable, or from the
application of the proceeds therefrom; and (iii) the certificate furnished
pursuant to Section 3.02 shall include statements to the effect of
clauses (i) and (ii) above.


 


SECTION 3.04.  Conditions Precedent to Each B Borrowing.  The obligation of each Bank which is to make
a B Advance on the occasion of a B Borrowing (including the initial B
Borrowing) to make such B Advance as part of such B Borrowing is subject to the
conditions precedent that (i) at or before the applicable time and date before
the date of such B Borrowing set forth in Section 2.03(b)(i) or 2.03(c)(i),
as applicable, the Agent shall have received the Notice of B Borrowing with
respect thereto, (ii) at or before the applicable time and date before the date
of such B Borrowing set forth in Section 2.03(b)(iii) or 2.03(c)(iii),
as applicable, the Agent shall have received the written confirmatory notice of
such B Borrowing to be given by the Company pursuant to Section 2.03(b)(iii)
or Section 2.03(c)(iii), as applicable, (iii) on or before the date of
such B Borrowing but prior to such B Borrowing, the Agent shall have


 


58





















 


received a B Note signed
by the applicable Borrower payable to the order of such Bank for each of the
one or more B Advances to be made by such Bank as part of such B Borrowing, in
a principal amount equal to the principal amount of the B Advance to be
evidenced thereby and otherwise on such terms as were agreed to for such B
Advance in accordance with Section 2.03, and (iv) on the date of such B
Borrowing the following statements shall be true (and each of the giving of the
applicable Notice of B Borrowing and the acceptance by such Borrower of the
proceeds of such B Borrowing shall constitute a representation and warranty by
the Company that on the date of such B Borrowing such statements are true):


 


(a)  the
representations and warranties contained in Section 4.01 (other than subsections
(j) and (o) thereof) and, if such B Borrowing is by a Borrowing
Subsidiary, Section 4.02 (as to such Borrowing Subsidiary) are correct
in all material respects on and as of the date of such B Borrowing, before and
after giving effect to such B Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date, and


 


(b)  No Default
or Event of Default has occurred and is continuing, or would result from such B
Borrowing or from the application of the proceeds therefrom.


 


SECTION 3.05.  Conditions Precedent to Initial Local
Currency Borrowing under any Local Currency Addendum.  The obligation of each Local Currency Bank
under any Local Currency Addendum to make its initial Local Currency Advance
under such Local Currency Addendum  on or
after the Restatement Date is subject to the additional conditions precedent
that the Agent shall have received on or before the day of such initial Local
Currency Advances in sufficient copies for each such Local Currency Bank:


 


(a)  An Election
to Participate executed by the applicable Borrowing Subsidiary and by the
Company (except in the case of Ecolab Pty and Ecolab Finance Pty, each of which
has executed this Agreement as a Borrowing Subsidiary).


 


(b)  A Local
Currency Addendum executed by such Borrowing Subsidiary, the Company, the
Agent, the applicable Local Currency Agent and the Local Currency Banks party
thereto providing for a Local Currency Facility Maximum Borrowing Amount at
least equal to such initial Local Currency Borrowing.


 


(c)  Such other
documents that the applicable Local Currency Agent shall reasonably request.


 


(d)  In the case
of Ecolab Pty and Ecolab Finance Pty, an amendment to the existing Australian
Local Currency Addendum to which each is a party referencing this Agreement in
place of the Original Credit Agreement.


 


ARTICLE IV

REPRESENTATION AND WARRANTIES


 


SECTION 4.01.  Representations and Warranties of the
Company.  The Company represents and
warrants to the Banks, the Issuing Banks and the Agent as follows:


 


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(a)  The Company
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware.


 


(b)  The
execution, delivery and performance by the Company of this Agreement, its
Notes, each Letter of Credit Reimbursement Agreement to which it is a party and
each Local Currency Addendum are within the Company’s corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene
(i) the Company’s restated certificate of incorporation or by-laws or (ii) law
or any material contractual restriction binding on the Company.


 


(c)  No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due
execution, delivery and performance by the Company of this Agreement, the
Notes, any Letter of Credit Reimbursement Agreement to which it is a party, or
any Local Currency Addendum, except any such approvals, notices, actions or
filings which have already been made, obtained or given.


 


(d)  This
Agreement and the Company’s Notes are, and any Letter of Credit Reimbursement
Agreement to which it is a party and any Local Currency Addendum when delivered
hereunder will be, legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms,
subject to any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally and to general principles of
equity.


 


(e)  The
consolidated balance sheet of the Company and its Consolidated Subsidiaries as
of December 31, 2003, and the related statements of income, cash flows and
shareholders’ equity of the Company and its Consolidated Subsidiaries for the
fiscal year then ended, copies of which have been furnished to each Bank,
fairly present in all material respects the financial condition of the Company
and its Consolidated Subsidiaries as at such date and the consolidated results
of the operations of the Company and its Consolidated Subsidiaries for the
period ended on such date, all in accordance with GAAP consistently applied.


 


(f)  There are
no pending actions, suits or proceedings against the Company or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official, in which there is (in the best judgment of the Company) a reasonable
possibility of an adverse decision which would affect (i) the business,
consolidated financial position or consolidated results of operations of the
Company and its Consolidated Subsidiaries, to the extent that there is (in the
best judgment of the Company) a reasonable possibility that such decision would
prevent the Company from repaying its obligations in accordance with the terms
of this Agreement or, (ii) the legality, validity or enforceability of this
Agreement, any Note, any Letter of Credit Reimbursement Agreement or any Local
Currency Addendum.


 


(g)  United
States Federal income tax returns of the Company and its Subsidiaries have been
examined and closed through the year ended December 31, 1998.  The Company and its 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 of
its Subsidiaries, except


 


60





















 


such taxes or
assessments, if any, as are being contested in good faith by appropriate
proceedings.


 


(h)  Each of the
Company’s Significant Subsidiaries is duly organized, validly existing and in
good standing (or the equivalent under applicable local law) under the laws of
its jurisdiction of organization, and has all power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, except in each case where the failure to do so could
not reasonably be expected to affect (i) the business, consolidated financial
position or consolidated results of operations of the Company and its
Consolidated Subsidiaries to the extent that there is a reasonable possibility
that such failure would prevent any of the Borrowers from repaying its
obligations in accordance with the terms of this Agreement, or (ii) the
legality, validity or enforceability of this Agreement.


 


(i)  No
Termination Event has occurred, is still in existence and is reasonably
expected to result in a Material Adverse Effect.


 


(j) 
[Intentionally Omitted]


 


(k)  Neither the
Company nor any of its ERISA Affiliates has been notified by the sponsor of a
Multiemployer Plan that it has incurred Withdrawal Liability to such
Multiemployer Plan in an amount that is reasonably expected to result in a
Material Adverse Effect.


 


(l)  Neither the
Company nor any of its ERISA Affiliates has been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in reorganization or is
being terminated, within the meaning of Title IV of ERISA, if as a result of
such reorganization or termination the aggregate annual contributions of the
Company and its ERISA Affiliates to all Multiemployer Plans that are then in
reorganization or are then being terminated is reasonably expected to result in
a Material Adverse Effect.


 


(m)  The Company
and its Subsidiaries are in compliance in all material respects with all
environmental and hazardous waste laws, rules and regulations, and neither the
Company nor any of its Subsidiaries has been cited as being in violation of
such law, rule or regulation by any Federal, state or local governmental agency
or other authority responsible for or having jurisdiction over hazardous waste
disposal, where the failure to so comply or being so cited would (in the best
judgment of the Company) affect the business, consolidated financial position
or consolidated results of operations of the Company and its Subsidiaries, to
the extent that there is (in the best judgment of the Company) a reasonable
possibility that such non-compliance or being so cited or listed would prevent
the Company from repaying its obligations under this Agreement in accordance
with the terms hereof.


 


(n)  There are
no pending or, to the knowledge of the Company, threatened actions, suits or
proceedings against the Company or any of its Subsidiaries before any court or
arbitrator or other governmental agency or authority arising out of or relating
to hazardous waste disposal or environmental compliance or asserting a claim
for damages based upon the use or other application of any products of the
Company or any of its Subsidiaries, in which there is (in the best judgment of
the Company) a reasonable possibility of an adverse decision which would affect
the business, consolidated financial position or consolidated results of
operations of the


 


61





















 


Company and its
Consolidated Subsidiaries to the extent that there is (in the best judgment of
the Company) a reasonable possibility that such decision would prevent the
Company from repaying its obligations under this Agreement in accordance with
the terms hereof.


 


(o)  As of the
Restatement Date, since December 31, 2003 there has been no material adverse
change in the business, financial condition, operations, properties or performance
of the Company and its Subsidiaries, taken as a whole, or in the ability of the
Company to perform its obligations under this Agreement or any Note.


 


SECTION 4.02.  Representations and Warranties of
Borrowing Subsidiaries.  Each
Borrowing Subsidiary shall be deemed by the execution and delivery of this
Agreement (in the case of Ecolab Pty or Ecolab Finance Pty) or of its Election
to Participate to have represented and warranted as follows:


 


(a)  It is duly
organized, validly existing and in good standing (or its equivalent under local
law) under the laws of the jurisdiction of its organization.


 


(b)  The
execution and delivery by it of this Agreement (in the case of Ecolab Pty or
Ecolab Finance Pty) or of its Election to Participate, its Notes, and any
Letter of Credit Reimbursement Agreement or Local Currency Addendum to which it
is a party, and the performance by it of this Agreement, its Notes, and Letter
of Credit Reimbursement Agreement or any Local Currency Addendum to which it is
a party, are within its powers, have been duly authorized by all necessary
action, and do not contravene (i) its constituent documents or (ii) law or any
material contractual restriction binding on such Borrowing Subsidiary.


 


(c)  This
Agreement constitutes a legal, valid and binding agreement of such Borrowing
Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement or
Local Currency Addendum to which it is a party, when executed and delivered in
accordance with this Agreement, will constitute legal, valid and binding
obligations of such Borrowing Subsidiary, enforceable against such Borrowing
Subsidiary in accordance with their respective terms, subject to any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and to general principles of equity.


 


ARTICLE V

COVENANTS OF THE COMPANY


 


SECTION 5.01.  Affirmative Covenants.  So long as any Note or any Letter of Credit
Reimbursement Obligation shall remain unpaid or any Bank shall have any Commitment
hereunder, or any Letter of Credit remains outstanding, the Company will,
unless the Majority Banks shall otherwise consent in writing:


 


(a)  Compliance
with Laws, Etc.  Comply, and cause
each of its Subsidiaries to comply, with all applicable laws, rules,
regulations and orders, such compliance to include, without limitation, (i)
paying before the same become delinquent all taxes, assessments and
governmental charges imposed upon it or upon its property except to the extent
contested in good faith, and (ii) required capitalization of each Borrowing
Subsidiary, except in each case where the failure to do so could not reasonably
be expected to affect (i) the business, consolidated financial position or
consolidated results of operations of the Company and its


 


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Consolidated Subsidiaries
to the extent that there is a reasonable possibility that such failure would
prevent any of the Borrowers from repaying its obligations in accordance with
the terms of this Agreement, or (ii) the legality, validity or enforceability
of this Agreement.


 


(b)  Reporting
Requirements.  Furnish to the Banks:


 


(i)  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
Consolidated Subsidiaries as of the end of such quarter and the consolidated
statements of income and shareholders’ equity and the consolidated statement of
cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of
such quarter, certified by a designated financial officer of the Company;


 


(ii)  as soon as available and in any event within
120 days after the end of each fiscal year of the Company, a copy of the annual
report for such year for the Company and its Consolidated Subsidiaries,
containing financial statements for such year certified by
PricewaterhouseCoopers or other independent public accountants acceptable to
the Majority Banks (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
the Company and its Consolidated Subsidiaries on a consolidated basis in
accordance with GAAP.


 


(iii)  within the designated time frame for the
delivery of financial statements referred to in clauses (i) and (ii) above, a
certificate of a designated financial officer of the Company (A) setting forth
in reasonable detail the calculations required to establish whether the Company
was in compliance with the requirements of Sections 5.02(a), and 5.03
on the date of such financial statements and (B) stating whether there exists
on the date of such certificate any Default or Event of Default, and, if any
Default or Event of Default then exists, setting forth the details thereof and
the action which the Company is taking with respect thereto;


 


(iv)  promptly after the sending or filing thereof,
copies of all reports which the Company sends generally to its security
holders, and copies of all periodic reports (including reports on Form 8-K) and
all registration statements which the Company or any Subsidiary files with the
Securities and Exchange Commission (other than registration statements on Form
S-8 or Form 11-K, or registration statements on Form S-3 relating solely to the
registration of securities for resale by the holders thereof);


 


(v)  as soon as possible and, in any event, within
14 Business Days after the Company (in its best judgment) has made a
determination pursuant to any notice or claim received by the Company or any of
its Subsidiaries to the effect that the Company or any of its Subsidiaries is a
potentially responsible party for response costs incurred or to be incurred at
any facility, other than a facility owned or operated by the Company or any of
its Subsidiaries under the Comprehensive Environmental Response, Compensation
and Liability Act (“CERCLA”) or any state equivalent, that the potential
liability (taking into


 


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account the probability that other Persons will
provide contributions or otherwise share in the response costs to be incurred
at the facility) of the Company or any of its Subsidiaries could reasonably be
expected to have a Material Adverse Effect, a copy of such notice or claim and
a statement of an officer of the Company explaining the Company’s understanding
of the basis for such notice or claim;


 


(vi)  as soon as possible and, in any event, within
14 Business Days from the date the Company (in its best judgment) makes a
determination, pursuant to any notice given with respect to property owned or
operated by the Company or any of its Subsidiaries, to Federal or state
environmental agencies under any applicable environmental requirement of law,
reporting the release of a hazardous or toxic waste, substance, pollutant or
contaminant, including petroleum-based substances or wastes, into the
environment, that the potential liability (taking into account the probability
that other Persons will provide contributions or otherwise share in the
response costs to be incurred at the facility) of the Company or any of its
Subsidiaries could reasonably be expected to have a Material Adverse Effect, a
copy of such notice and a statement of an officer of the Company explaining the
Company’s understanding of the basis for such notice;


 


(vii)  as soon as possible and, in any event, within
14 Business Days after the Company acquires actual knowledge that the
operations or facilities of the Company or any of its Subsidiaries has become
the subject of any state or federal investigation evaluating whether any
remedial action pursuant to the National Contingency Plan, or any state
equivalent, is needed to respond to a release or threatened release of a
hazardous or toxic waste, substance, pollutant or contaminant, including
petroleum-based substances or wastes, into the environment, if it could
reasonably be expected that the cost to the Company and its Subsidiaries of the
anticipated remedial action would have a Material Adverse Effect, a statement
by an officer of the Company informing the Banks of such investigation and
explaining the Company’s understanding of the basis for such investigation;


 


(viii)  as soon as possible and, in any event, within
14 Business Days after the Company acquires actual knowledge that any of the
operations or facilities of the Company or any of its Subsidiaries becomes
listed or is proposed for listing on the National Priorities List in accordance
with 40 C.F.R. Part 300, Appendix B, or any state equivalent, and it could
reasonably be expected that the cost to the Company and its Subsidiaries of
response costs related thereto would have a Material Adverse Effect, a
statement by an officer of the Company so informing the Banks and explaining
the Company’s understanding of the basis for such listing or notice;


 


(ix)  as soon as possible and in any event within
45 days after the Company or any of its ERISA Affiliates acquires actual
knowledge that a Termination Event with respect to any Plan has occurred, if
the aggregate liability incurred or expected to be incurred pursuant to such
Termination Event would reasonably be expected to result in a Material Adverse
Effect, a statement of an officer of the Company describing such Termination
Event and the action, if any, which the Company or any of its ERISA Affiliates
proposes to take with respect thereto;


 


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(x)  promptly and in any event within 7 Business
Days after receipt thereof by the Company or any of its ERISA Affiliates,
copies of each notice received by the Company or any such ERISA Affiliate from
the PBGC stating its intention to terminate any Plan or to have a trustee
appointed to administer any Plan;


 


(xi)  promptly and in any event within 14 Business
Days after receipt thereof by the Company or any of its ERISA Affiliates from
the sponsor of a Multiemployer Plan, if the amount of liability incurred or
expected to be incurred pursuant to such notice would reasonably be expected to
result in a Material Adverse Effect, a copy of each such notice received by the
Company or such ERISA Affiliate concerning (A) the imposition of Withdrawal
Liability by such Multiemployer Plan, (B) the determination that such
Multiemployer Plan is, or is expected to be, in reorganization within the
meaning of Title IV of ERISA, (C) the termination of such Multiemployer Plan
within the meaning of Title IV of ERISA, or (D) the amount of liability
incurred, or expected to be incurred, by the Company or any such ERISA
Affiliate, as the case may be, in connection with any event described in clause
(A), (B) or (C) above;


 


(xii)  as soon as possible and, in any event, within
5 Business Days after the Company acquires actual knowledge that either of its
Credit Ratings has changed, written notice informing the Agent of such change;
and


 


(xiii)  promptly, and in any event as soon as
reasonably practicable, such other information with respect to the condition or
operations, financial or otherwise, of the Company or any of its Subsidiaries
or ERISA Affiliates as any Bank through the Agent may from time to time
reasonably request, including, without limitation, Schedule B (Actuarial
Information) to the annual reports (Form 5500 Series) filed with the Internal
Revenue Service for each Plan.


 


With respect to any financial statement, report or
other document required to be delivered to the Banks pursuant to clauses (i),
(ii) or (iv) above, the Company shall be deemed to have fulfilled its
obligation to deliver such document to the extent that such document has been
filed electronically with the Securities and Exchange Commission and is
available on the web site operated by the Securities and Exchange Commission on
or before the date that such document is required to be delivered pursuant to
such clause.


 


(c)  Corporate
Existence.  Subject to Section
5.02(b), preserve and keep, and will cause each of its Subsidiaries to
preserve and keep, its corporate existence, rights, franchises and licenses in
full force and effect, provided, however, that the Company may
terminate the corporate existence of any Subsidiary, or permit the termination
or abandonment of any Subsidiary, or permit the termination or abandonment of
any right, franchise or license if, in the good faith judgment of the
appropriate officer or officers of the Company, such termination or abandonment
is not materially disadvantageous to the Company and is not materially
disadvantageous to the Banks or the holders of the Notes.


 


(d)  Insurance.  Maintain, and cause each of its Subsidiaries
to maintain, insurance with sound and reputable insurers (or self-insure)
covering all such properties and risks as are customarily insured by (or
self-insured by), and in amounts not less than those customarily carried by,
corporations engaged in similar businesses and similarly situated.


 


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(e)  Properties.  Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, in all material respects its properties
which are deemed by the Company or such Subsidiary to be necessary in the
proper conduct of its business in good working order and condition, ordinary
wear and tear excepted.


 


(f)  Business.  Without prohibiting the Company from making
acquisitions or divestitures permitted under Section 5.02(b), remain in
the same businesses, similar businesses or other businesses reasonably related
thereto, taken as a whole, as are carried on at the date of this Agreement.


 


(g)  Use of
Proceeds.  Use the proceeds of the
Advances made under this Agreement only for general corporate purposes, including,
without limitation, the repurchase of shares of capital stock of the Company
(as duly approved by the Company’s board of directors from time to time), the
repayment of other indebtedness, acquisitions and the backstop of commercial
paper.


 


SECTION 5.02.  Negative Covenants.  So long as any Note shall remain unpaid, any
Letter of Credit shall remain outstanding or any Bank shall have any Commitment
hereunder, the Company will not, without the written consent of the Majority
Banks:


 


(a)  Liens,
Etc.  Create or suffer to exist, or
permit any of its Consolidated Subsidiaries to create or suffer to exist, any
lien, security interest or other charge or encumbrance (“Lien”) upon or
with respect to any of its properties (other than Margin Stock), whether now
owned or hereafter acquired, or assign, or permit any of its Consolidated
Subsidiaries to assign, any right to receive income, in each case to secure any
Debt of any Person or entity, other than (i) Liens securing Debt which in the
aggregate does not exceed $75,000,000, (ii) Liens granted by any Consolidated
Subsidiary as security for any Debt owing to the Company or to a Wholly-Owned
Consolidated Subsidiary or (iii) Liens in favor of the Agent, the Euro-Agent,
any Issuing Bank or any Bank with respect to the Loan Documents.


 


(b)  Consolidations,
Mergers and Sales of Assets. 
Consolidate with or merge with or into any other Person or sell, lease
or otherwise transfer all or substantially all of the assets of the Company and
its Subsidiaries taken as a whole (other than Margin Stock) to any other Person
or permit any Significant Subsidiary or Borrowing Subsidiary to consolidate
with, merge into or sell, lease or otherwise transfer all or substantially all
of its assets to any Person other than the Company or a Wholly-Owned
Consolidated Subsidiary except:


 


(i)  the Company may merge or consolidate with any
other entity so long as the Company is the surviving entity in such transaction
and immediately after consummation of such transaction no event has occurred
and is continuing which constitutes a Default or Event of Default;


 


(ii)  the Company may merge into any other entity
solely for the purpose of redomiciling so long as the surviving entity in such
transaction expressly assumes all of the obligations of the Company under this
Agreement, under its Notes and under the letter agreement referred to in Section
2.04(b) and immediately after consummation of such transaction no Default
or Event of Default has occurred and is continuing;


 


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(iii)  any Borrowing Subsidiary may merge or
consolidate with any other entity so long as (A) the Borrowing Subsidiary is
the surviving entity in such transaction or (B) the surviving entity expressly
assumes all of the obligations of the Borrowing Subsidiary under this Agreement
and under the Notes and itself becomes a Borrowing Subsidiary hereunder, and in
either case, immediately after consummation of such transaction no Default or
Event of Default has occurred and is continuing; and


 


(iv)  any Significant Subsidiary may consolidate or
merge with or sell, lease or otherwise transfer all or substantially all of its
assets to any other Person so long as immediately after consummation of such
transaction no event has occurred and is continuing which constitutes a Default
or Event of Default.


 


(c)  Use of
Proceeds for Securities Purchases. 
Use any proceeds of any Advance to acquire any security in any
transaction which is subject to Section 13(d), 13(g) or 14(d) of the Exchange
Act except to the extent such transaction complies with such Act and the rules
and regulations thereunder.


 


SECTION 5.03.  Financial Covenant.  So long as any Note shall remain unpaid, any
Letter of Credit shall remain outstanding or any Bank shall have any Commitment
hereunder, the Company will not, without the written consent of the Majority
Banks, create or suffer to exist, or permit any of its Consolidated
Subsidiaries to create or suffer to exist, any Debt, if, immediately after
giving effect to such Debt and the receipt and application of any proceeds
thereof, the ratio of Total Debt to Capitalization exceeds 0.55 to 1.00.


 


ARTICLE VI

EVENTS OF DEFAULT


 


SECTION 6.01.  Events of Default.  If any of the following events (“Events of
Default”) shall occur and be continuing:


 


(a)  Any
Borrower shall fail to pay any principal of any Note, or of any Advance not
evidenced by a Note, or any Letter of Credit Reimbursement Obligation, when
due; or


 


(b)  Any
Borrower shall fail to pay any fee under this Agreement or any interest on any
Note (or on any Advance not evidenced by a Note) within ten days after the due
date thereof; or


 


(c)  Any written
representation or warranty made by any Borrower herein or in connection with
this Agreement shall prove to have been incorrect in any material respect when
made; provided that if any such representation or warranty shall have been
incorrect through inadvertence or oversight, no Event of Default shall occur if
such representation or warranty shall be made correct within 30 days after any
Borrower shall have discovered the error; or


 


(d)  The Company
shall fail to perform or observe any of the covenants contained in Section
5.02 (other than with respect to any involuntary Lien for purposes of Section
5.02(a)) or Section 5.03 (with respect to a Total Debt to
Capitalization ratio equal to or greater than 0.60 to 1.00); or the Company
shall fail to perform or observe any other term, covenant (including Section
5.02(a) with respect to any involuntary Lien and Section 5.03 with
respect to a Total


 


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Debt to Capitalization
Ratio less than 0.60 to 1.00) or agreement contained in this Agreement, other
than in (a) or (b) above, on its part to be performed or observed and such
failure shall remain unremedied for 30 days after written notice thereof shall
have been given to the Company by the Agent or any Bank; or


 


(e)  The Company
or any of its Subsidiaries shall fail to pay any principal of or premium or
interest on any Debt which is outstanding in a principal amount of at least
$35,000,000 (or its equivalent in any other currency) in the aggregate (but
excluding Debt evidenced by the Notes or consisting of Advances not evidenced
by the Notes and Letter of Credit Obligations) of the Company or such
Subsidiary (as the case may be), when the same becomes due and payable (whether
by scheduled maturity, required prepayment, acceleration, demand or otherwise),
and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt; or any other
event shall occur or condition shall exist under any agreement or instrument
relating to any such Debt and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such event
or condition is to accelerate the maturity of such Debt; or any such Debt shall
be declared to be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment or a prepayment required due to a
voluntary sale or condemnation of collateral securing such Debt, or in the case
of Debt which was Debt of an entity acquired by the Company or any of its
Subsidiaries and which Debt was assumed by the Company or such Subsidiary as
part of such acquisition, a prepayment required due to a sale or other transfer
or condemnation of assets), prior to the stated maturity thereof; or


 


(f)  The
Company, any of its Significant Subsidiaries or any Borrowing Subsidiary shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment
for the benefit of creditors; or any proceeding shall be instituted by or
against the Company, any of its Significant Subsidiaries or any Borrowing
Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver,   trustee, or other similar official for it or
for any substantial part of its property, and in the event of any such
proceeding instituted against the Company, any of its Significant Subsidiaries
or any Borrowing Subsidiary, such proceeding shall remain undismissed or
unstayed for a period of 60 days or shall result in the entry of an order for
relief, the appointment of a trustee or receiver, or other result adverse to
the Company, such Significant Subsidiary or such Borrowing Subsidiary; or the
Company, any of its Significant Subsidiaries or any Borrowing Subsidiary shall
take any corporate action to authorize any of the actions set forth above in
this subsection (f); or


 


(g)  Any
judgment or order for the payment of money (to the extent not covered by
insurance under which the insurer has admitted its liability in writing) in
excess of $25,000,000 (or its equivalent in any other currency) shall be
rendered against the Company or any of its Subsidiaries and (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order and there shall be any time at which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect or (ii) enforcement proceedings shall not have been commenced by any
creditor upon such judgment or order and there shall be any period of 10
consecutive days during which a stay of


 


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enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;


 


then,
and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Majority Banks, by notice to the Company, declare the
obligation of each Bank to make Advances and of the Issuing Banks to Issue
Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Majority Banks, by notice to the Company, declare the Notes, any Advances not
evidenced by Notes, all interest thereon and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon the Notes, any
Advances not evidenced by Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by the
Company; provided, however, that in the event of an Event of
Default described in Section 6.01(f), (A) the obligation of each Bank to
make Advances and of the Issuing Banks to Issue Letters of Credit shall
automatically be terminated and (B) the Notes, any Advances not evidenced by
Notes, all such interest and all such amounts shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any
kind, all of which are hereby expressly waived by the Company.


 


SECTION 6.02.  Letter of Credit Collateral Account.


 


(a)  If at any
time while any Event of Default has occurred and is continuing, the Agent
determines that there is a Collateral Shortfall Amount, the Agent may make
demand on the Company to pay, and the Company will, forthwith upon such demand
and without any further notice or act, pay to the Agent the Collateral
Shortfall Amount, which funds shall be deposited in the Letter of Credit
Collateral Account.


 


(b)  The Agent
may at any time or from time to time after funds are deposited in the Letter of
Credit Collateral Account, apply such funds to the payment of the Reimbursement
Obligations and (if an Event of Default under Section 6.01 (a) or (b)
has occurred and is continuing) any other amounts as shall from time to time
have become due and payable by the Borrowers to the Banks or the Issuing Banks
under the Loan Documents.


 


(c)  At any time
while any Event of Default is outstanding, neither the Borrowers nor any Person
claiming on behalf of or through any Borrower shall have any right to withdraw
any of the funds held in the Letter of Credit Collateral Account.  After all of the Reimbursement Obligations
have been paid in full in cash, all outstanding Letters of Credit have expired
and the Commitments have been terminated, any funds remaining in the Letter of
Credit Collateral Account shall (unless an Event of Default under Section
6.01(a) or (b) has occurred and is continuing, in which case such
funds may be applied in accordance with the immediately preceding Section
6.02(b)) be returned by the Agent to the Company or paid to whomever may be
legally entitled thereto at such time.


 


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ARTICLE VII

THE AGENT AND THE EURO-AGENT


 


SECTION 7.01.  Authorization and Action.  On and as of the Restatement Date, each Bank
hereby appoints Citicorp as Agent and each Bank hereby appoints and authorizes
each of the Agent and the Euro-Agent to take such action as agent on its behalf
and to exercise powers under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto.  As to any matters not expressly
provided for by this Agreement (including, without limitation, enforcement or
collection of the Notes), neither the Agent nor the Euro-Agent shall be required
to exercise any discretion or take any action, but shall be required to act or
to refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Majority Banks, and such instructions
shall be binding upon all Banks and all holders of Notes; provided, however,
that neither the Agent nor the Euro-Agent shall be required to take any action
which exposes the Agent or the Euro-Agent to personal liability or which is
contrary to this Agreement or applicable law. 
Each of the Agent and the Euro-Agent agrees to give to each Bank prompt
notice of each written notice given to it by the Company pursuant to the terms
of this Agreement.


 


SECTION 7.02.  Agent’s Reliance, Etc.  Neither the Agent, the Euro-Agent, or any
Affiliate of either of them, nor any of their respective Directors, officers,
agents or employees shall be liable for any action taken or omitted to be taken
by it or them under or in connection with this Agreement, except for its or
their own gross negligence or willful misconduct.  Without limitation of the generality of the
foregoing, each of the Agent and the Euro-Agent:  (i) may treat the Bank that made any Advance
as the holder of the Debt resulting therefrom until the Agent receives and
accepts an Assignment and Acceptance entered into by such Bank, as assignor,
and an Eligible Assignee, as assignee, as provided in Section 9.08; (ii)
may consult with legal counsel (including counsel for any of the Borrowers),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Bank or Issuing Bank and shall not be
responsible to any Bank or Issuing Bank for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of any of the Borrowers or to inspect the property
(including the books and records) of any of the Borrowers; (v) shall not be
responsible to any Bank or Issuing Bank for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement
or any other instrument or document furnished pursuant hereto; and (vi) shall
incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram, cable or telex) believed by it to be genuine and signed
or sent by the proper party or parties.


 


SECTION 7.03.  Citicorp and Affiliates.  With respect to its Commitment, the Advances
made by it, its Letter of Credit Participations and the Notes issued to it,
Citicorp shall have the same rights and powers under this Agreement as any
other Bank and may exercise the same as though it were not the Agent; and the
term “Bank” or “Banks” shall, unless otherwise expressly indicated, include
Citicorp in its individual capacity. 
Citicorp and its affiliates may accept deposits from, lend money to, act
as trustee under indentures of, and generally engage in


 


70





















 


any kind of business
with, the Company, any of its Subsidiaries (including, without limitation, any
Borrowing Subsidiary) and any Person who may do business with or own securities
of the Company or any of its Subsidiaries all as if Citicorp were not the Agent
and Citibank International Plc were not the Euro-Agent and without any duty to
account therefor to the Banks.


 


SECTION 7.04.  Bank Credit Decision.  Each Bank and each Issuing Bank acknowledges
that it has, independently and without reliance upon the Agent, the Euro-Agent
or any other Bank and based on the financial statements referred to in Section
4.01 and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.  Each Bank and Issuing Bank also acknowledges
that it will, independently and without reliance upon the Agent, the Euro-Agent
or any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.


 


SECTION 7.05.  Indemnification.  The Banks agree to indemnify the Agent and
the Euro-Agent (to the extent not reimbursed by the Borrowers), ratably
according to the respective principal amount of Committed Advances and Letter
of Credit Participations then held by each of them (or if no Committed Advances
or Letter of Credit Obligations are at the time outstanding or if any Committed
Advances are held by Persons which are not Banks, ratably according to the
respective amounts of their Commitments), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the Agent or the Euro-Agent
in any way relating to or arising out of this Agreement or any action taken or
omitted by the Agent or the Euro-Agent under this Agreement, provided
that no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent’s or the Euro-Agent’s gross negligence
or willful misconduct.  Without
limitation of the foregoing, each Bank agrees to reimburse the Agent or the
Euro-Agent, as applicable, promptly on demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Agent and the
Euro-Agent are not reimbursed for such expenses by the Borrowers.


 


SECTION 7.06.  Successor Agents.  Either of the Agent or the Euro-Agent may
resign at any time by giving written notice thereof to the Banks, the Issuing
Banks and the Company and may be removed at any time with or without cause by
the Majority Banks.  Upon any such
resignation or removal, the Majority Banks shall have the right to appoint one
of the Banks as the successor Agent and such Bank or an affiliate of such Bank
as the successor Euro-Agent.  If no
successor Agent or Euro-Agent, as applicable, shall have been so appointed by
the Majority Banks, and shall have accepted such appointment, within 30 days
after the retiring Agent’s or retiring Euro-Agent’s giving of notice of
resignation or the Majority Banks’ removal of the retiring Agent or retiring
Euro-Agent, then the retiring Agent or retiring Euro-Agent may, on behalf of
the Banks, appoint one of the Banks (or an affiliate of one of the Banks, in
the case of a successor Euro-Agent) as its successor.  If none of the Banks will accept such an
appointment, upon obtaining the written consent of the Company, the retiring
Agent or Euro-


 


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Agent, as applicable,
may, on behalf of the Banks, appoint a successor Agent or Euro-Agent, as
applicable, which, in the case of a successor Agent, shall be a commercial bank
organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $250,000,000, and
in the case of a successor Euro-Agent, shall be a commercial bank organized
under the laws of any country which is a member of the OECD, or a political
subdivision of any such country, and having a combined capital and surplus of
at least $250,000,000 or the local currency equivalent thereof, provided
that such bank is located in, or acting through a branch or agency located in,
London, England.  Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, or as Euro-Agent
hereunder by a successor Euro-Agent, such successor shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent or the retiring Euro-Agent, as applicable, and the retiring Agent
or the retiring Euro-Agent, as applicable, shall be discharged from its duties
and obligations under this Agreement. 
The successor Agent or the successor Euro-Agent, as applicable, shall
immediately notify the Company of such appointment.  After any retiring Agent’s or retiring
Euro-Agent’s resignation or removal hereunder as Agent or Euro-Agent, as
applicable, the provisions of this Article VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
or Euro-Agent, as applicable, under this Agreement.


 


SECTION 7.07.  Co-Agents.  Neither of the Banks identified in this
Agreement as a “Syndication Agent” or “Documentation Agent” shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Banks as such.  Without limiting the foregoing, neither of
such Banks shall have or be deemed to have a fiduciary relationship with any
Bank.


 


ARTICLE VIII

GUARANTY


 


SECTION 8.01.  The Guaranty.  The Company hereby unconditionally and
irrevocably guarantees the due and punctual payment (whether at stated
maturity, upon acceleration or otherwise) of the principal of and interest on
each Note issued by any Borrowing Subsidiary (and each Reimbursement Obligation
of and each Advance made to any Borrowing Subsidiary not evidenced by a Note)
pursuant to this Agreement, and the due and punctual payment of all other
amounts payable by any Borrowing Subsidiary under this Agreement, any Letter of
Credit Reimbursement Agreement or any Local Currency Addendum.  Upon failure by any Borrowing Subsidiary to
pay punctually any such amount, the Company shall forthwith on demand pay the
amount not so paid in the currency, at the place, in the manner and with the
effect otherwise specified in Article II of this Agreement and the terms
of any applicable Letter of Credit Reimbursement Agreement or Local Currency
Addendum.  If payment has become due
under this guaranty as provided in the preceding sentence, the Company further
agrees that if any such payment in respect of any guaranteed amounts shall be
due in a currency other than Dollars and/or at a place of payment other than
New York and if, by reason of any applicable law, disruption of currency or
foreign exchange markets, war or civil disturbance or similar event, payment of
such amounts in such currency or such place of payment shall be impossible or,
in the judgment of any applicable Bank, not consistent with the protection of
its rights or interests, then, at the election of any applicable Bank, the
Company shall make payment of such amount in


 


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Dollars (based upon the
applicable exchange rate in effect on the date of payment) and/or in New York.


 


SECTION 8.02.  Guaranty Unconditional.  The obligations of the Company hereunder
shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:


 


(i)  any extension, renewal, settlement,
compromise, waiver or release in respect of any obligation of any Borrowing
Subsidiary under this Agreement, any Note or any Letter of Credit Reimbursement
Agreement or Local Currency Addendum or the exchange, release or non-perfection
of any collateral security therefor;


 


(ii)  any modification or amendment of or
supplement to this Agreement, any Note or any Letter of Credit Reimbursement
Agreement or Local Currency Addendum:


 


(iii)  any change in the corporate existence,
structure or ownership of any Borrowing Subsidiary, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting any Borrowing
Subsidiary or its assets;


 


(iv)  the existence of any claim, set-off or other
rights which the Company may have at any time against any Borrowing Subsidiary,
the Agent, the Euro-Agent, any Local Currency Agent, any Bank, any Issuing Bank
or any other Person, whether in connection herewith or any unrelated
transactions, provided that nothing herein shall prevent the assertion
of any such claim by separate suit or compulsory counterclaim;


 


(v)  any invalidity or unenforceability relating
to or against any Borrowing Subsidiary for any reason of any provision or all
of this Agreement, any Note or any Letter of Credit Reimbursement Agreement or
Local Currency Addendum, or any provision of applicable law or regulation
purporting to prohibit the payment by any Borrowing Subsidiary of the principal
of or interest on any Advance or any other amount payable by it under this
Agreement; or


 


(vi)  any other act or omission to act or delay of
any kind by any Borrowing Subsidiary, the Agent, the Euro-Agent, any Local
Currency Agent, any Bank, any Issuing Bank or any other Person or any other
circumstance whatsoever which might, but for the provisions of this paragraph,
constitute a legal or equitable discharge of the Company’s obligations
hereunder or a Borrowing Subsidiary’s obligations under this Agreement.


 


SECTION 8.03.  Discharge Only Upon Payment In Full;
Reinstatement in Certain Circumstances. 
The Company’s obligations hereunder shall survive the Termination Date
and remain in full force and effect until the principal of and interest on the
Notes, all Reimbursement Obligations, all Advances not evidenced by the Notes
and all other amounts payable by the Company and each Borrowing Subsidiary
under this Agreement shall have been paid in full.  If at any time any payment of the principal
of or interest on any Note, any Reimbursement Obligation, or on any Advance not
evidenced by a Note, or any other amount payable by any Borrowing Subsidiary
under this Agreement is rescinded or must be otherwise restored or returned
upon the insolvency, bankruptcy or reorganization of any Borrowing Subsidiary
or


 


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otherwise, the Company’s
obligations hereunder with respect to such payment shall be reinstated at such
time as though such payment had been due but not made at such time.


 


SECTION 8.04.  Waiver by the Company.  The Company irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any right be exhausted or any action
be taken by the Agent, the Euro-Agent, any Local Currency Agent, any Bank, any
Issuing Bank or any other Person against any Borrowing Subsidiary or any other
Person or any collateral security.


 


SECTION 8.05.  Subrogation.  Upon making any payment hereunder, the
Company shall be subrogated to the rights of the Banks against any such
Borrowing Subsidiary with respect to such payment; provided that the
Company shall not enforce any right or demand or receive any payment by way of
subrogation until all amounts of principal of and interest on the Notes of such
Borrowing Subsidiary and all other amounts payable by such Borrowing Subsidiary
under this Agreement and any Letter of Credit Reimbursement Agreement or Local
Currency Addendum to which such Borrowing Subsidiary is a party have been paid
in full.


 


SECTION 8.06.  Stay of Acceleration.  In the event that acceleration of the time
for payment of any amount payable by any Borrowing Subsidiary under this
Agreement or any of its Notes is stayed upon the insolvency, bankruptcy or
reorganization of such Borrowing Subsidiary, all such amounts otherwise subject
to acceleration under the terms of this Agreement shall nonetheless be payable
by the Company hereunder forthwith on demand by the Agent for the account of
the Banks.


 


ARTICLE IX

MISCELLANEOUS


 


SECTION 9.01.  Amendments, Etc.  Except as provided by Section 2.05(d),
no amendment or waiver of any provision of this Agreement, the A Notes or any
Local Currency Addendum, nor consent to any departure by any Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by (x) the Majority Banks, in the case of this Agreement or the A
Notes, or (y) the Majority Local Currency Banks under any Local Currency
Addendum, in the case of such Local Currency Addendum, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that (a) no amendment, waiver
or consent shall, unless in writing and signed by all the Banks, do any of the
following:  (i) waive (A) any of the
conditions specified in Section 3.01, 3.02, 3.03 (if and
to the extent that the A Borrowing or Letter of Credit Issuance which is the
subject of such waiver would involve an increase in the aggregate outstanding
amount of A Advances and Letter of Credit Obligations over the aggregate amount
of A Advances and Letter of Credit Obligations outstanding immediately prior to
such A Borrowing or Letter of Credit Issuance) or 3.04 or (B) the
requirement that the Borrower maintain cash collateral pursuant to Section
2.02C(j) solely for the period of time from five Business Days prior to the
Stated Termination Date to the expiry date of such Extended Facility Letter of
Credit; provided that the conditions set forth in Sections 3.04(iii)
and 3.04(iv) with respect to any B Borrowing may be waived by the Banks
making B Advances as part of such B Borrowing, (ii) except as set forth in Section
2.05, increase the Commitments of the Banks or subject the Banks to any
additional obligations, (iii) except as set forth in Section 2.19, extend the
Stated


 


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Termination Date, (iv)
reduce the principal of, or interest on, the A Notes, the Letter of Credit
Obligations or any fees or other amounts payable hereunder, (v) postpone any
scheduled payment date for the payment of principal of, or interest on, the A
Notes, the Letter of Credit Obligations or any fees payable hereunder, (vi)
release the Company’s guaranty obligations pursuant to Article VIII,
(vii) change the percentage of the Commitments, or of the aggregate unpaid
principal amount of the Advances and Letter of Credit Participations, or of the
Local Currency Commitments, or the unpaid principal amount of the Local
Currency Advances, which shall be required for the Banks or any of the Banks to
take any action hereunder or (viii) amend this Section 9.01; (b) after a
Change of Control has occurred, no amendment, waiver or consent shall be
effective with respect to Section 5.03 unless the same shall be in
writing and signed by Banks holding at least 65% of the then aggregate unpaid
principal amount of the Committed Advances and Letter of Credit Participations
held by Banks, or, if no such amounts are then outstanding, Banks having at
least 65% of the Commitments; (c) no amendment, waiver or consent shall, unless
in writing and signed by the Agent and/or the Euro-Agent and/or any Local
Currency Agent and/or each Issuing Bank in addition to the Banks required above
to take such action, affect the rights or duties of the Agent and/or the
Euro-Agent and/or such Local Currency Agent, and/or such Issuing Bank, as
applicable, under this Agreement or any applicable Local Currency Addendum; and
(d) no amendment, waiver or consent shall, unless in writing and signed by all
of the Local Currency Banks party to a Local Currency Addendum, do any of the
following: (i) waive any of the conditions specified in Section 3.05,
(ii) increase the Local Currency Commitments of the Local Currency Banks
thereunder or subject such Local Currency Banks to any additional obligations,
(iii) reduce the principal of, or interest on, any Local Currency Advances made
pursuant thereto, (iv) extend the maturity date of any Local Currency Advance
or (v) postpone any scheduled payment date for the payment of principal of, or
interest on, any Local Currency Advance payable thereunder.


 


SECTION 9.02.  Notices, Etc.  (a) 
All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or by overnight courier service, mailed
by certified or registered mail or sent by telecopier as follows:


 


(i)  if to the Company, Ecolab Pty or Ecolab
Finance Pty, at Ecolab Center, St. Paul, Minnesota 55102, Attention: Treasurer,
Telecopier No. 612-293-2401, with a copy to the Company at the same address,
Attention: General Counsel;


 


(ii)  if to any other Borrowing Subsidiary, at its
address specified in its Election to Participate;


 


(iii)  if to any Bank, at its Domestic Lending
Office specified opposite its name on Schedule I hereto or specified in
the Assignment and Acceptance pursuant to which it became a party hereto;


 


(iv)  if to the Agent, at its address at Bank Loan
Syndications, Two Penns Way, Suite 200, New Castle, Delaware 19720,
Attention:  Lisa Rodriguez, Telecopier
No. 212-994-0961, with a copy to Citicorp Securities, Inc., 388 Greenwich
Street, New York, New York 10013, Attention: 
Carolyn Sheridan, Telecopier No. 212-816-8185;


 


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(v)  if to the Euro-Agent, at its address at
Riverdale House, 68 Molesworth Street, Lewisham SE13 7EU, England,
Attention:  Andrew Bennett, Loans Agency,
Telecopier No. 0171-500-4482, Telex No. 299831 CIBLA; and


 


(vi)  if to any Local Currency Agent, at its
address set forth in the applicable Local Currency Addendum;


 


or, as
to the Company, the Agent, the Euro-Agent, any Issuing Bank or any Local
Currency Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such other
address as shall be designated by such party in a written notice to the Company,
the Agent, the Euro-Agent and any Local Currency Agent (or as to any Bank, by
notice to the Agent and the Company). 
All such notices and communications shall, when mailed, delivered by
courier or telecopied in accordance with this Section 9.02, be effective
when deposited in the mails, submitted to the applicable courier service or
telecopied, as applicable, and all such notices and communications shall, when
delivered by hand, be effective when received, except that notices and
communications to the Agent, the Euro-Agent or any Issuing Bank pursuant to Article
II or VII, or to any Local Currency Agent pursuant to the Local
Currency Addendum to which it is a party, shall not be effective until received
by the Agent, the Euro-Agent or such Local Currency Agent, as applicable.


 


(b)  Each
Borrower hereby agrees that it will provide to the Agent (unless otherwise
agreed to by the Agent) all information, documents and other materials that it
is obligated to furnish to the Agent or the Banks, as applicable, pursuant to
this Agreement, including, without limitation, all notices, requests, financial
statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (i) relates to a request
for a new, or a Conversion, Continuation or Redenomination of an existing,
Borrowing, the Issuance of a Letter of Credit, or other extension of credit
(including any election of an interest rate or Interest Period relating
thereto), (ii) relates to the payment of any principal or other amount due
under this Agreement prior to the scheduled date therefor, (iii) provides
notice of any Event of Default or (iv) is required to be delivered to satisfy
any condition precedent to the effectiveness of this Agreement and/or any Borrowing,
Letter of Credit or other extension of credit hereunder (all such non-excluded
communications being referred to herein collectively as “Communications”),
by transmitting the Communications in an electronic/soft medium in a format
acceptable to the Agent to oploanswebadmin@citigroup.com.  In addition, each Borrower agrees to continue
to provide the Communications to the Agent in the manner otherwise specified in
this Agreement but only to the extent requested by the Agent.


 


(c)  The Agent
agrees to make the Communications available to the Banks by posting the
Communications on Intralinks or a substantially similar electronic transmission
system (the “Platform”).  Each
Borrower acknowledges that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution.


 


(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 COMMUNICATIONS,  OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN


 


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THE COMMUNICATIONS.  NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, 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
THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.  IN NO EVENT SHALL THE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY
TO THE BORROWERS, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF THE BORROWERS’ OR THE AGENT’S TRANSMISSION OF
COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY
AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.


 


(e)  The Agent
agrees that the receipt of the Communications by the Agent at its e-mail
address set forth above shall constitute effective delivery of the
Communications to the Agent for purposes of Section 9.02.  Each Bank agrees that notice to it (as
provided in the next sentence) specifying that the Communications have been
posted to the Platform shall constitute effective delivery of the
Communications to such Bank for purposes of Section 9.02.  Each Bank agrees to notify the  Agent in writing (including by electronic
communication) from time to time of such Bank’s e-mail address to which the
foregoing notice may be sent by electronic transmission and (ii) that the
foregoing notice may be sent to such e-mail address; provided that (x)
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 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 (y)
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 (x) of notification that such
notice or communication is available and identifying the website address
therefor.


 


SECTION 9.03.  No Waiver; Remedies.  No failure on the part of any Bank or any
Issuing Bank or the Agent, Euro-Agent or any Local Currency Agent to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude
any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.


 


SECTION 9.04.  Costs and Expenses.  (a) 
The Company agrees to pay on demand all reasonable, out-of-pocket costs
and expenses of the Agent, the Euro-Agent and any Local Currency Agent in
connection with the preparation, execution, delivery, administration,


 


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modification and
amendment of this Agreement, the Notes and the other documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of one counsel for the Agent, the Euro-Agent and any Local Currency
Agent with respect thereto and with respect to advising the Agent, the
Euro-Agent and any Local Currency Agent as to rights and responsibilities under
this Agreement, and all costs and expenses, if any, of the Agent, the
Euro-Agent, any Local Currency Agent, each Issuing Bank and the Banks
(including, without limitation, reasonable counsel fees and expenses, which may
be allocated costs of counsel who are employees of any Bank) in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the Notes, any Letter of Credit Reimbursement Agreement,
Local Currency Addendum and the other documents to be delivered hereunder,
including, without limitation, reasonable counsel fees and expenses in
connection with the enforcement of rights under this Section 9.04(a).


 


(b)  If any payment
of principal of any Fixed Rate Advance is made other than on the last day of
the Interest Period for such Advance, as a result of acceleration of the
maturity of the Notes and Advances not evidenced by the Notes pursuant to Section
6.01 or for any other reason, including the purchase of an assignment
pursuant to Section 2.05(e), the applicable Borrower shall, upon demand
by any Bank (with a copy of such demand to the Agent), pay to the Agent for the
account of such Bank any amounts required to compensate such Bank for any
additional losses (but excluding loss of any Applicable Margin), costs or
expenses which it may reasonably incur as a result of such payment, including,
without limitation, any loss (but excluding loss of any Applicable Margin),
cost or expense reasonably incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Bank to fund or
maintain such Advance.  Such Bank’s
demand shall set forth the reasonable basis for calculation of such loss, cost
or expense.


 


SECTION 9.05.  Right of Set-off.  Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making by the Majority Banks
of the request or the granting of the consent specified by Section 6.01
to authorize the Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Bank is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Bank
to or for the credit or the account of the Company or the applicable Borrowing
Subsidiary against any and all of the obligations of the Company or the
applicable Borrowing Subsidiary now or hereafter existing under this Agreement,
the Notes held by such Bank, and any Letter of Credit Reimbursement Agreement
or Local Currency Addendum to which such Bank is a party, irrespective of
whether or not such Bank shall have made any demand under this Agreement, any
such Note or such Letter of Credit Reimbursement Agreement or Local Currency
Addendum and although such obligations may be unmatured (other than as provided
in clause (ii) above).  Each Bank agrees
promptly to notify the Company after any such set-off and application made by
such Bank, provided that the failure to give such notice shall not
affect the validity of such set-off and application.  The rights of each Bank under this Section
are in addition to other rights and remedies (including, without limitation,
other rights of set-off) which such Bank may have.


 


SECTION 9.06.  Judgment.  (a)  If
for the purposes of obtaining judgment in any court it is necessary to convert
a sum due hereunder or under the Notes in any currency (the


 


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“Original Currency”)
into another currency (the “Other Currency”) the parties hereto agree,
to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Euro-Agent could purchase the Original Currency with the Other
Currency at London, England on the third Business Day preceding that on which
final judgment is given.


 


(b)  The obligation
of the applicable Borrower in respect of any sum due in the Original Currency
from it to any Bank or the Agent, Euro-Agent or any Issuing Bank or Local
Currency Agent hereunder, under the Notes held by such Bank, or under any
Letter of Credit Reimbursement Agreement or Local Currency Addendum shall,
notwithstanding any judgment in any Other Currency, be discharged only to the
extent that on the Business Day following receipt by such Bank, the Agent,
Euro-Agent or such Issuing Bank or Local Currency Agent (as the case may be) of
any sum adjudged to be so due in such Other Currency such Bank, the Agent,
Euro-Agent or such Issuing Bank or Local Currency Agent (as the case may be)
may in accordance with normal banking procedures purchase the Original Currency
with such Other Currency; if the amount of the Original Currency so purchased
is less than the sum originally due to such Bank or the Agent, Euro-Agent or
such Issuing Bank or Local Currency Agent (as the case may be) in the Original
Currency, such Borrower agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify such Bank, the Agent, Euro-Agent or such
Issuing Bank or Local Currency Agent (as the case may be) against such loss,
and if the amount of the Original Currency so purchased exceeds the sum
originally due to any Bank, the Agent, Euro-Agent or such Issuing Bank or Local
Currency Agent (as the case may be) in the Original Currency, such Bank or the
Agent, Euro-Agent or such Issuing Bank or Local Currency Agent (as the case may
be) agrees to remit to such Borrower such excess.


 


SECTION 9.07.  Binding Effect.  This Agreement shall become effective when it
shall have been executed by the Company and the Agent and Euro-Agent and when
the Agent shall have been notified by each Bank that such Bank has executed it
and thereafter shall be binding upon and inure to the benefit of the Borrowers,
the Agent, the Euro-Agent and each Bank and their respective successors and
assigns, except that the Borrowers shall not have the right to assign their
respective rights hereunder or any interest herein without the prior written
consent of the Banks.


 


SECTION 9.08.  Assignments and Participations.


 


(a)  Each Bank
may, upon obtaining the prior written consent of the Agent and each Issuing
Bank (which consent by any such party shall not be unreasonably withheld or
delayed), assign to one or more banks or other entities all or a portion of its
rights and obligations under this Agreement and, on a percentage basis equal to
the percentage of the Commitment being assigned, under any Local Currency
Addendum (including, without limitation, all or a portion of its Commitment,
any Local Currency Commitment, the Advances owing to it and the Letter of
Credit Participations and Note or Notes held by it); provided, however,
that (i) each such assignment shall be of a constant, and not a varying,
percentage of all of the assigning Bank’s rights and obligations so assigned,
(ii) the amount of the Commitment of the assigning Bank being assigned pursuant
to each such assignment (determined as of the date of the Assignment and
Acceptance with respect to such assignment) may be in the amount of such Bank’s
entire Commitment but otherwise shall not be less than $10,000,000 and shall be
an


 


79





















 


integral multiple of
$1,000,000 unless the Company and the Agent otherwise consent, (iii) each such
assignment shall be to an Eligible Assignee, and in the case of an assignment
of rights and obligations under a Local Currency Addendum, each such assignment
shall be to an entity that qualifies as an Eligible Local Currency Bank under
the terms of such Local Currency Addendum, (iv) the parties to each such
assignment shall (A) execute and deliver to the Agent for its acceptance and
recording in the Register, an Assignment and Acceptance (and such other
document or documents as may be required by any applicable Local Currency
Addendum) and (B) deliver to the Agent a processing and recordation fee of
$3,000, except in the case of an assignment by a Bank to an Affiliate; and (v)
if no Event of Default has occurred and is continuing, the prior written
consent of the Company (which consent shall not be unreasonably withheld or
delayed) shall be required for an assignment by a Bank to an assignee which is
not a Bank or an Affiliate of a Bank. 
Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in each Assignment and Acceptance, which effective
date shall be at least two Business Days after the execution thereof, (x) the
assignee thereunder shall be a party hereto and to any Local Currency Addendum,
if applicable, and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Bank hereunder and under any such Local Currency Addendum
and (y) the Bank assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement and under any such Local Currency Addendum (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Bank’s rights and obligations under this Agreement, such Bank shall
cease to be a party hereto and to any such Local Currency Addendum).


 


(b)  By executing
and delivering an Assignment and Acceptance, the Bank assignor thereunder and
the assignee thereunder confirm to and agree with each other and the other
parties hereto as follows:  (i) other
than as provided in such Assignment and Acceptance, such assigning Bank makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any Local Currency Addendum or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Bank makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Company or any Borrowing Subsidiary
or the performance or observance by the Company or any Borrowing Subsidiary of
any of its obligations under this Agreement or any Local Currency Addendum or
any other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, and any applicable
Local Currency Addendum, together with copies of the financial statements
referred to in Section 4.01 and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Agent, such assigning Bank or any other Bank and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) such assignee confirms that it is an Eligible
Assignee and, if applicable, an Eligible Local Currency Bank; (vi) such
assignee appoints and authorizes each of the Agent, the Euro-Agent and any
Local Currency Agent, if applicable, to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the Agent,
the Euro-Agent, and any such Local Currency Agent,


 


80





















 


as applicable, by the
terms hereof and of any applicable Local Currency Addendum, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations
which by the terms of this Agreement and of any applicable Local Currency
Addendum are required to be performed by it as a Bank.


 


(c)  The Agent
(or a party designated by the Agent, which may include the Company or any other
Borrower) shall maintain at its address referred to in Section 9.02 a
copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Banks and the
Issuing Banks and the Commitment of, and principal amount of the Advances owing
to, each Bank and the amount of the Letter of Credit Reimbursement Obligations
owing to each Issuing Bank from time to time (the “Register”).  The Agent (or its designee) shall also
reflect in the Register the transfer of any portion of any Bank’s interest in
the Notes, any Advances not evidenced by a Note, any Letter of Credit
Reimbursement Obligation or any other obligations hereunder (collectively, the “Obligations”),
and the Agent (or its designee) shall retain a copy of the assignment
transferring the Obligations for the registration or transfer of the
Obligations, and shall enter the names and addresses of the transferees of the
Obligations.  The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and
the Borrowers, the Agent, the Euro-Agent, any Local Currency Agent, the Banks
and the Issuing Banks shall treat each Person whose name is recorded in the
Register as a Bank or an Issuing Bank, as applicable, hereunder for all
purposes of this Agreement.  The Register
shall be available for inspection by the Borrowers or any Bank at any
reasonable time and from time to time upon reasonable prior notice.  Solely for purposes of this Section
9.08(c) and for tax purposes only, the Agent (or its designee) shall be the
Company’s agent for purposes of maintaining the Register and notations of
transfer in the Register.  The
Obligations are registered obligations and the right, title and interest of any
Bank or Issuing Bank and/or its assignees in and to such Obligations shall be
transferable only  upon notation of such
transfer in the Register (and each Note shall expressly so provide).  This Section 9.08(c) shall be
construed so that the Obligations are at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the
Internal Revenue Code and any related Treasury Regulations.


 


(d)  Upon its
receipt of an Assignment and Acceptance executed by an assigning Bank and an
assignee representing that (x) it is an Eligible Assignee, and, (y) in the case
of an assignment of rights and obligations under a Local Currency Addendum,
representing that it is (or its Affiliate, branch or agency which will be the
Local Currency Bank is) an Eligible Local Currency Bank under the terms of such
Local Currency Addendum, the Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit C-1 hereto,
(i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrowers.


 


(e)  Each Bank
may sell participations to one or more banks or other entities in all or a
portion of its rights and obligations under this Agreement and, on a percentage
basis equal to the percentage of the Commitment so participated, any applicable
Local Currency Addendum (including, without limitation, all or a portion of its
Commitment and the Advances owing to it and the Letter of Credit Participations
and Note or Notes held by it); provided, however, that (i) such
Bank’s obligations under this Agreement (including, without limitation, its
Commitment to


 


81





















 


the Borrowers hereunder)
and any applicable Local Currency Addendum shall remain unchanged, (ii) such
Bank shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Bank shall remain the holder of any
such Note and Letter of Credit Participations and the maker of any Advance for
all purposes of this Agreement, (iv) the Borrowers, the Agent, the Euro-Agent,
any Issuing Bank, any Local Currency Agent 
and the other Banks shall continue to deal solely and directly with such
Bank in connection with such Bank’s rights and obligations under this
Agreement, and (v) any agreement between such Bank and any participant in
connection with such participating interest shall not restrict such Bank’s
right to agree to any amendment or waiver of any provision of this Agreement or
any applicable Local Currency Addendum, or any consent to any departure by any
Borrower therefrom, except (to the extent such participant would be affected
thereby) a reduction of the principal of, or interest on, any Advance or
postponement of any date fixed for payment thereof or a release of the Company’s
guaranty obligations pursuant to Article VIII.


 


(f)  Any Bank
may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 9.08, disclose to the assignee
or participant or proposed assignee or participant, any information relating to
the Borrowers furnished to such Bank by or on behalf of the Borrowers; provided
that, prior to any such disclosure of non-public information, such Bank shall
have obtained the Company’s consent (which consent shall not be unreasonably
withheld or delayed) and, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any confidential
information relating to the Borrowers received by it from such Bank.


 


(g) 
Notwithstanding any other provisions set forth in this Agreement, any
Bank at any time may assign, as collateral or otherwise, any of its rights
(including, without limitation, rights to payments of principal of and/or
interest on the Advances) under this Agreement to any Federal Reserve Bank
without notice to or consent of the Company, any Borrowing Subsidiary, any
other Bank, the Agent, the Euro-Agent or any Local Currency Agent.


 


SECTION 9.09.  Consent to Jurisdiction.  (a) 
Each of the Company and each Borrowing Subsidiary hereby irrevocably
submits to the non-exclusive jurisdiction of any New York State or Federal
court sitting in New York City and any appellate court from any thereof in any
action or proceeding arising out of or relating to this Agreement and hereby
irrevocably agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or in such Federal
court.  Each of the Company and each
Borrowing Subsidiary hereby irrevocably waives, to the fullest extent that it
may effectively do so, the defense of an inconvenient forum to the maintenance
of any such action or proceeding.  The
Company has irrevocably appointed and each Borrowing Subsidiary hereby
irrevocably appoints CT Corporation System (the “Process Agent”), with
an office on the date hereof at 111 Eighth Avenue, New York, New York 10011,
United States, as its agent to receive on behalf of such Borrowing Subsidiary
and its property service of copies of the summons and complaint and any other
process which may be served in any such action or proceeding.  Such service may be made by mailing or
delivering a copy of such process to the Company or such Borrowing Subsidiary
in care of the Process Agent at the Process Agent’s above address with a copy
to the Company or such Borrowing Subsidiary, as applicable, at its address
referred to in Section 9.02, and each of the Company and each Borrowing
Subsidiary hereby irrevocably authorizes and directs the Process Agent to
accept such service on its behalf.  As an
alternative method of service, each of


 


82





















 


the Company and each
Borrowing Subsidiary also irrevocably consents to the service of any and all
process in any such action or proceeding by the mailing of copies of such
process to the Company or such Borrowing Subsidiary at its address referred to
in Section 9.02.  Each of the Company
and each Borrowing Subsidiary 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.


 


(b)  Nothing in
this Section 9.09 shall affect the right of the Agent, the Euro-Agent,
any Local Currency Agent or any Bank to serve legal process in any other manner
permitted by law or affect the right of the Agent or any Bank to bring any
action or proceeding against the Company or any Borrowing Subsidiary or its
property in the courts of any other jurisdictions.


 


SECTION 9.10.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 9.11.  Execution in Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


SECTION 9.12.  Indemnification.  The Company agrees to indemnify and hold
harmless the Agent, the Euro-Agent, each Local Currency Agent, each Bank, each
Issuing Bank and each of their affiliates and their respective directors,
officers, employees and agents (each, an “Indemnified Party”) from and
against any and all claims, damages, liabilities and expenses (including,
without limitation, fees and disbursements of counsel) which may be incurred by
or asserted against any Indemnified Party in connection with or arising out of
any investigation, litigation or proceeding related to the Advances, the
Letters of Credit, the Notes, this Agreement, any Letter of Credit
Reimbursement Agreement, any Local Currency Addendum, any of the transactions contemplated
hereby, or the use of the proceeds of the Borrowings or the Letters of Credit
by the Borrowers or the beneficiaries under any Letters of Credit, whether or
not such Indemnified Party is a party thereto, provided, however,
that the Company shall not be liable for any portion of such claims, damages,
liabilities and expenses of an Indemnified Party resulting from such
Indemnified Party’s gross negligence or willful misconduct or for such claims
and liabilities settled without the consent of the Company.  Each Bank agrees to give the Company prompt
written notice of any investigation, litigation or proceeding which may lead to
a claim for indemnification under this Section, provided that the
failure to give such notice shall not affect the validity or enforceability of
the indemnification hereunder.


 


SECTION 9.13.  Confidentiality.  Each Bank and each Issuing Bank hereby agrees
that it will use reasonable efforts to keep confidential any information from
time to time supplied to it by the Company under Section 5.01(b) or
otherwise in connection with this Agreement, which the Company designates in
writing at the time of its delivery to the Bank or Issuing Bank is to be
treated confidentially; provided, however, that nothing herein
shall affect the disclosure of any such information to:  (i) the extent required by statute, rule,
regulation or judicial process; (ii) counsel for any Bank, any Issuing Bank,
the Agent, the Euro-Agent or any


 


83





















 


Local Currency Agent or
to their respective accountants; (iii) bank examiners and auditors; (iv) the
Agent, the Euro-Agent, any Local Currency Agent, any Local Currency Bank, any
Issuing Bank, any other Bank, or, subject to the provisions of Section
9.08(f), any transferee or prospective transferee of any Note; or (v) any
other Person in connection with any litigation to which any one or more of the
Banks or an Issuing Bank is a party; provided  further, however,
that each Bank and each Issuing Bank hereby agrees that it will use reasonable
efforts to promptly notify the Company of any request for information under
this subpart (v) or with respect to any request for information not enumerated
in this Section 9.13.


 


SECTION 9.14.  Non-Reliance by the Banks.  Each Bank by its signature to this Agreement
represents and warrants that (i) it has not relied in the extension of the
credit contemplated by this Agreement, nor will it rely in the maintenance
thereof, upon any assets of the Company or its Subsidiaries consisting of Margin
Stock as collateral and (ii) after reviewing the financial statements of the
Company and its Subsidiaries referred to in Section 4.01(e), such Bank
has concluded therefrom that the consolidated cash flow of the Company and its
Subsidiaries is sufficient to support the credit extended to the Company
pursuant to this Agreement.


 


SECTION 9.15.  No Indirect Security.  Notwithstanding any Section or provision of
this Agreement to the contrary, nothing in this Agreement shall (i) restrict or
limit the right or ability of the Company or any of its Subsidiaries to pledge,
mortgage, sell, assign, or otherwise encumber or dispose of any Margin Stock,
or (ii) create an Event of Default arising out of or relating to any such
pledge, mortgage, sale, assignment or other encumbrance or disposition or any
agreement with respect thereto.


 


SECTION 9.16.  Waiver of Jury Trial.  EACH OF THE COMPANY, THE BORROWING
SUBSIDIARIES, THE AGENT, THE EURO-AGENT, EACH LOCAL CURRENCY AGENT, EACH
ISSUING BANK AND THE BANKS IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG ANY OF THE
PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY NOTE.  ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.


 


SECTION 9.17.  Amendment and Restatement.  Each of the parties hereto hereby agrees that
upon (a) the execution and delivery of this Agreement by each of the parties
hereto and (b) satisfaction of the conditions precedent set forth in Section
3.01(a), the terms and conditions of the Original Credit Agreement shall be and
hereby are amended, superseded and restated in their entirety by the terms and
provisions of this Agreement.  This
Agreement is not intended to and shall not constitute a novation of the
Original Credit Agreement or the indebtedness created thereunder.


 


84





















 


SECTION 9.18.  USA Patriot Act Notification.  The following notification is provided to the
Borrowers pursuant to Section 326 of the USA Patriot Act:


 


IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.  To help the government of the United States
of America fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each Person that opens an account, including any
deposit account, treasury management account, loan, other extension of credit,
or other financial services product. 
Accordingly, when any Borrower opens an account, the Agent and the Banks
will ask for the Borrower’s name, tax identification number, business address,
and other information that will allow the Agent and the Banks to identify such
Borrower.  The Agent and the Banks may
also ask to see such Borrower’s legal organizational documents or other
identifying documents.


 


85





















 


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


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Mark
  Vangsgard

  
	
   

  	
  Title:

  	
  Vice President
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ECOLAB PTY
  LIMITED (ABN 59 000 449 990)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  Vangsgard

  
	
   

  	
  Title:

  	
  Treasurer /
  Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ECOLAB FINANCE
  PTY LIMITED (ABN 34 082

  979 655)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Mark
  Vangsgard

  
	
   

  	
  Title:

  	
  Treasurer /
  Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.,
  as Administrative Agent and

  as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carolyn
  Sheridan

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK INTERNATIONAL PLC, as

  Euro-Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve
  Victorin

  
	
   

  	
  Title:

  	
  Head of Global
  Lease Group

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.,
  as an Issuing Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Carolyn
  Sheridan

  
	
   

  	
  Title:

  	
  Vice President

  



 





















 


	
  JPMORGAN CHASE
  BANK, as Syndication Agent and as a Bank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Laura J.
  Cumming

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST
  BOSTON, ACTING

  THROUGH ITS CAYMAN ISLANDS BRANCH,

  as Documentation Agent and as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Karl Studer

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Karim
  Blasetti

  
	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,
  NATIONAL

  ASSOCIATION, as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/John G.
  Taylor

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, NATIONAL

  ASSOCIATION, as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/J. Ryan

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Douglas A.
  Lindstrom

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ABN AMRO BANK
  N.V., as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Christopher
  M. Plumb

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michele
  Costello

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  
				



 


2





















 


	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Colleen M.
  Briscoe

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BARCLAYS BANK
  PLC, as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas A.
  Bell

  
	
   

  	
  Title:

  	
  Director – Loan
  Transaction Management

  



 


3





















 


EXHIBIT A-1


 


FORM OF A NOTE


 


Dated: 
         , 20  


 


FOR VALUE RECEIVED, the undersigned, [ECOLAB INC.]
[Name of Borrowing Subsidiary], a [Delaware corporation]
[                ]
(the “Borrower”), HEREBY PROMISES TO PAY to the order of
               
(the “Bank”) for the account of its Applicable Lending Office (as
defined in the Credit Agreement referred to below) the aggregate principal
amount of the A Advances (as defined in the Credit Agreement referred to below)
made by the Bank to the Borrower pursuant to the Credit Agreement (as defined
below), payment thereof to be made on the Termination Date (as defined in the
Credit Agreement).


 


The Borrower promises to pay interest on the unpaid
principal amount of each A Advance from the date of such A Advance until such
principal amount is paid in full, at such interest rates, and payable at such
times, as are specified in the Credit Agreement.


 


Both principal and interest in respect of each A
Advance denominated (i) in Dollars (as defined in the Credit Agreement) are
payable in lawful money of the United States of America to the Agent (as
defined below) at the office of Citibank, N.A. at 399 Park Avenue, New York,
New York 10043, United States of America, in same day funds and (ii) in any
currency other than Dollars are payable in such currency to the Euro-Agent (as
defined below) at the office of the Euro-Agent which the Euro-Agent shall
designate for such payment in same day funds. 
Each A Advance made by the Bank to the Borrower pursuant to the Credit
Agreement, and all payments made on account of the principal amount thereof,
shall be recorded by the Bank and, prior to any transfer hereof, endorsed on
the grid attached hereto which is a part of this Promissory Note.


 


This Promissory Note is one of the A Notes referred to
in, and is entitled to the benefits of, the Multicurrency Credit Agreement
dated as of September 29, 1993, as amended and restated as of August 13,
2004 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Ecolab Inc., Ecolab
PTY Limited, Ecolab Finance PTY Limited, the Bank and certain other financial
institutions party thereto as “Banks”, the financial institutions party thereto
as “Issuing Banks”, Citicorp USA, Inc., as administrative agent (the “Agent”)
for the Bank, such other “Banks” and such “Issuing Banks”, Citibank
International plc, as agent (the “Euro-Agent”) for the Bank and such
other “Banks” in connection with certain advances, JPMorgan Chase Bank, as “Syndication
Agent” thereunder, and Credit Suisse First Boston, as “Documentation Agent”
thereunder.  [The Borrower has executed
and delivered to the Agent a duly completed “Election to Participate” dated as
of
              ,
20       and has, in accordance with the terms of
the Credit Agreement, become a “Borrowing Subsidiary” under the Credit
Agreement.](13).  The Credit Agreement,
among other things, (i) provides for the making of “A Advances” by the Bank to
the Borrower from time to time in an aggregate amount (together with all other “Revolving
Credit


 










(13)                            To be
included in the event that the maker of the A Note is not the Company and has
not executed the Credit Agreement.


 


A-1-1





















 


Obligations” owed to the Bank
by all the “Borrowers” under and as defined in the Credit Agreement) not to
exceed at any time outstanding the Bank’s Commitment (as defined in the Credit
Agreement), the indebtedness of the Borrower resulting from each such A Advance
made to the Borrower by the Bank being evidenced by this Promissory Note, and
(ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments of the principal
hereof prior to the maturity hereof upon the terms and conditions therein
specified.


 


The Borrower hereby waives presentment, demand,
protest and notice of any kind.  No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.


 


This Promissory Note shall be governed by, and
construed in accordance with, the laws of the State of New York, United States.


 


	
   

  	
  [NAME OF
  BORROWER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


A-1-2





















 


ADVANCES AND PAYMENTS OF PRINCIPAL


 


 


	
  Date

  	
   

  	
  Currency &

  Amount of

  Advance

  	
   

  	
  Amount of

  Principal Paid

  or Prepaid

  	
   

  	
  Unpaid Principal

  Balance

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1-3





















 


EXHIBIT A-2


 


FORM OF B NOTE


 




	
  [Currency and
  Amount]

  	
  Dated:
                    ,
  20

  






 


FOR VALUE RECEIVED, the undersigned, [ECOLAB INC.]
[Name of Borrowing Subsidiary], a [Delaware corporation]
[               ]
(the “Borrower”), HEREBY PROMISES TO PAY to the order of
                                          
(the “Bank”) for the account of its Applicable Lending Office (as
defined in the Credit Agreement referred to below), on
               ,
20   , the principal amount of                      
[Currency and Amount]
(                     ).


 


The Borrower promises to pay interest on the unpaid
principal amount hereof from the date hereof until such principal amount is
paid in full, at the interest rate and payable on the interest payment date or
dates provided below:


 


(A)                              Interest Rate:       %
per annum (calculated on the basis of a year of
       days for the actual number of days
elapsed).


 


(B)                                Interest Payment Date or Dates: 
                                    


 


Both principal and interest are payable in [state the
currency] to [the Agent (as defined below) for the account of the Bank at the
office of Citibank, N.A. at 399 Park Avenue, New York, New York 10043] [the
Euro-Agent (as defined below) for the account of the Bank at the office of
                     
at
                           ](14)
in same day funds.


 


This Promissory Note is one of the B Notes referred to
in, and is entitled to the benefits of, the Multicurrency Credit Agreement
dated as of September 29, 1993, as amended and restated as of August 13,
2004 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Ecolab Inc., Ecolab PTY
Limited, Ecolab Finance PTY Limited, the Bank and certain other financial
institutions party thereto as “Banks”, the financial institutions party thereto
as “Issuing Banks”, Citicorp USA, Inc., as administrative agent (the “Agent”)
for the Bank, such other “Banks” and such “Issuing Banks”, Citibank
International plc, as agent (the “Euro-Agent”) for the Bank and such
other “Banks” in connection with certain advances, JPMorgan Chase Bank, as “Syndication
Agent” thereunder, and Credit Suisse First Boston, as “Documentation Agent”
thereunder.  [The Borrower has executed
and delivered to the Agent a duly completed “Election to Participate” dated as
of
                     ,
[20   ] and has, in accordance with the terms of the Credit


 










(14)                            The
office of the Agent shall be used in the case of a B Advance denominated in
Dollars.  The applicable office of the
Euro-Agent (such office to be specified by the Euro-Agent at the time the
applicable B Note is issued) shall be used in the case of a B Advance
denominated in an Alternative Currency.


 


A-2-1





















 


Agreement, become a “Borrowing
Subsidiary” under the Credit Agreement.](15) 
The Credit Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated
events.


 


The Borrower hereby waives presentment, demand,
protest and notice of any kind.  No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.


 


This Promissory Note shall be governed by, and
construed in accordance with, the laws of the State of New York, United States.


 


	
   

  	
  [BORROWER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 










(15)                            To be
included in the event that the maker of the B Note is not the Company and has
not executed the Credit Agreement.


 


A-2-2





















 


EXHIBIT B-1


 


FORM OF NOTICE OF A BORROWING


 


[Date]


 


[Citibank International
plc,


    as Euro-Agent


Loan Agency Department


Third
Floor


Riverdale House


68 Molesworth Street


Lewisham SE13 7EU England


Attention:  Kenneth Purchase](16)


 


Citicorp USA, Inc., as
Administrative Agent


Bank Loan Syndications


Two Penns Way, Suite 200


New Castle, Delaware
19720


Attention: Lisa Rodriguez


 


Citicorp Securities, Inc.


388 Greenwich Street


New York, New York  10013


Attention:  Carolyn Sheridan


 


Ladies and Gentlemen:


 


The undersigned, Ecolab Inc. (the “Company”), refers
to the Multicurrency Credit Agreement dated as of September 29, 1993, as
amended and restated as of August 13, 2004 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”; the terms defined therein being used herein as therein defined),
among the undersigned, Ecolab PTY Limited, as a Borrowing Subsidiary, Ecolab
Finance PTY Limited, as a Borrowing Subsidiary, certain Banks party thereto,
certain Issuing Banks party thereto, Citicorp USA, Inc., as administrative
agent for said Banks and said Issuing Banks (the “Agent”), Citibank
International plc, as “Euro-Agent” thereunder, JPMorgan Chase Bank, as “Syndication
Agent” thereunder, and Credit Suisse First Boston, as “Documentation Agent”
thereunder.  The undersigned hereby gives
you notice, irrevocably, pursuant to Section 2.02 of the Credit
Agreement that the undersigned hereby requests an A Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such A Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a)
of the Credit Agreement:


 


(a)  (A)          The Borrower is proposed to be
                        .


 










(16)                            Solely
for purposes of a Notice of A Borrowing contemplating Eurocurrency Advances
denominated in an Alternative Currency.


 


B-1-1





















 


(b)  (B)           The Business Day of the Proposed Borrowing
is            ,
20   .


 


(c)  (C)            The Type of A Advances comprising the
Proposed Borrowing is [Base Rate Advances] [Eurocurrency Advances].


 


(d)  (D)          The currency of the Proposed Borrowing is
               .(17)


 


(e)  (E)             The aggregate amount of the Proposed
Borrowing is
           .


 


(f)  [(F)           The initial Interest
Period for each A Advance made as part of the Proposed Borrowing is
[   months](18).


 


(g)  [(G)       The exchange rate in
respect of the Proposed Borrowing is
                     .](19)


 


(h)  [H]          The Proposed Borrowing is a Designated A
Borrowing.(20)


 


The undersigned hereby certifies that the following
statements will be true on the date of the Proposed Borrowing:


 


(A)                              The representations and
warranties contained in [subsections (a), (b), (c) and (d) of Section 4.01](21)
[Section 4.01 (other than subsections(j) and (o) thereof)](22) of
the Credit Agreement are correct in all material respects, before and after
giving effect to the Proposed Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date;


 


(B)                                No [Default or](23)
Event of Default has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds therefrom; [and]


 


(C)                                The Credit Ratings of
the Company are as follows:  S&P
             and
Moody’s
            [.] [;
and]


 










(17)                            To be
included for a Proposed Borrowing comprised of Eurocurrency Advances.


(18)                            To be
included for a Proposed Borrowing comprised of Eurocurrency Advances.


(19)                            To be
included for a Proposed Borrowing comprised of Eurocurrency Advances
denominated in an Alternative Currency.


(20)                            To be
included for a Designated A Borrowing, as defined and described in Section 2.01(b)
of the Credit Agreement.


(21)                            To be
used unless the conditions precedent set forth in Section 3.03 of the
Credit Agreement apply to the Proposed Borrowing.


(22)                            To be
used if the conditions precedent set forth in Section 3.03 of the Credit
Agreement apply to the Proposed Borrowing.


(23)                            To be
included if the conditions precedent set forth in Section 3.03 of the
Credit Agreement apply to the Proposed Borrowing.


 


B-1-2





















 


[(D)                           The proposed Borrower has
become, and remains qualified as, a “Borrowing Subsidiary” under and in
accordance with the terms of the Credit Agreement and the representations and
warranties contained in Section 4.02 of the Credit Agreement are
correct as to the proposed Borrower in all material respects, before and after
giving effect to the Proposed Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date.](24)


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 










(24)                            To be
included if the proposed Borrower is not the Company.


 


B-1-3





















 


EXHIBIT B-2


 


FORM OF NOTICE OF B BORROWING


 


(Dollars)


 


[Date]


 


Citicorp USA, Inc., as
Administrative Agent


Bank Loan Syndications


Two Penns Way, Suite 200


New Castle, Delaware
19720


Attention:  Lisa Rodriguez


 


Citicorp Securities, Inc.


388 Greenwich Street


New York, New York  10013


Attention:  Carolyn Sheridan


 


Ladies and Gentlemen:


 


The undersigned, Ecolab Inc. (the “Company”), refers
to the Multicurrency Credit Agreement dated as of September 29, 1993, as
amended and restated as of August 13, 2004 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”; the terms defined therein being used herein as therein defined),
among the undersigned, Ecolab PTY Limited, as a Borrowing Subsidiary, Ecolab
Finance PTY Limited, as a Borrowing Subsidiary, certain Banks party thereto,
certain Issuing Banks party thereto, Citicorp USA, Inc., as administrative
agent (the “Agent”) for said Banks and said Issuing Banks, Citibank
International plc, as “Euro-Agent” thereunder, JPMorgan Chase Bank, as “Syndication
Agent” thereunder, and Credit Suisse First Boston, as “Documentation Agent”
thereunder.  The undersigned hereby gives
you notice pursuant to Section 2.03(b) of the Credit Agreement that
the undersigned hereby requests a B Borrowing denominated in Dollars under the
Credit Agreement, and in that connection sets forth the terms on which such B
Borrowing (the “Proposed B Borrowing”) is requested to be made:


 


(A)                              Borrower:
                                                         


(B)                                Date of B
Borrowing:                                          


(C)                                Amount of B Borrowing:
                                    


(D)                               Maturity Date:
                                                


(E)                                 Interest Rate Basis:
                                       


(F)                                 Interest Payment Date(s):
                                 


(G)                                


(H)                               


 


The undersigned hereby certifies that the following
statements will be true on the date of the Proposed B Borrowing:


 


B-2-1





















 


SECTION 18.02  (A)                                      the representations
and warranties contained in Section 4.01 (other than subsections
(j) and (o) thereof) of the Credit Agreement are correct in all
material respects, before and after giving effect to the Proposed B Borrowing
and to the application of the proceeds therefrom, as though made on and as of
such date;


 


SECTION 18.03  (B)                                        no Default or
Event of Default has occurred and is continuing, or would result from the
Proposed B Borrowing or from the application of the proceeds therefrom; [and]


 


SECTION 18.04  (C)                                        the Credit
Ratings of the Company are as follows: 
S&P        and Moody’s
         [.] [; and]


 


[(D)                           the proposed Borrower has
become, and remains qualified as, a “Borrowing Subsidiary” under and in
accordance with the terms of the Credit Agreement and the representations and
warranties contained in Section 4.02 of the Credit Agreement are
correct as to the proposed Borrower in all material respects, before and after
giving effect to the Proposed B Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date.](25)


 


The undersigned hereby confirms that the Proposed B
Borrowing is to be made available to it in accordance with Section 2.03(b)
and (e) of the Credit Agreement.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 










(25)                            To be
included if the proposed Borrower is not the Company.


 


B-2-2





















 


EXHIBIT B-3


 


FORM OF NOTICE OF B BORROWING


 


(Alternative Currency)


 


[Date]


 


Citibank International
plc,


    as Euro-Agent


Loan Agency Department


Third Floor


Riverdale House


68 Molesworth Street


Lewisham SE13 7EU England


Attention:  Kenneth Purchase


 


Citicorp USA, Inc., as
Administrative Agent


Bank Loan Syndications


Two Penns Way, Suite 200


New Castle, Delaware
19720


Attention:  Lisa Rodriguez


 


Citicorp Securities, Inc.


388 Greenwich Street


New York, New York  10013


Attention:  Carolyn Sheridan


 


Ladies and Gentlemen:


 


The undersigned, Ecolab Inc. (the “Company”), refers
to the Multicurrency Credit Agreement dated as of September 29, 1993, as
amended and restated as of August 13, 2004 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement; the terms defined therein being used herein as therein defined),
among the undersigned, Ecolab PTY Limited, as a Borrowing Subsidiary, Ecolab
Finance PTY Limited, as a Borrowing Subsidiary, certain Banks party thereto,
certain Issuing Banks party thereto, Citicorp USA, Inc., as administrative
agent for said Banks and said Issuing Banks (the “Agent”), Citibank
International plc, as “Euro-Agent” thereunder, JPMorgan Chase Bank, as “Syndication
Agent” thereunder, and Credit Suisse First Boston, as “Documentation Agent”
thereunder.  The undersigned hereby gives
you notice pursuant to Section 2.03(c) of the Credit Agreement that
the undersigned hereby requests a B Borrowing denominated in an Alternative
Currency under the Credit Agreement, and in that connection sets forth the
terms on which such B Borrowing (the “Proposed B Borrowing”) is requested to be
made:


 


(A)                              Borrower:                                                         


(B)                                Alternative
Currency:                                       


(C)                                Date of B
Borrowing:                                       


 


B-3-1





















 


(D)                                         Amount of B
Borrowing:                                    


(E)                                 Maturity
Date:                                                


(F)                                 Interest Rate
Basis:                                       


(G)                                Interest Payment
Date(s):                                 


(H)                               Exchange
Rate:                                             


(I)                                    


(J)                                   


 


The undersigned hereby certifies that the following
statements will be true on the date of the Proposed B Borrowing:


 


(A)  the representations and warranties contained
in Section 4.01 (other than subsections (j) and (o)
thereof) of the Credit Agreement are correct in all material respects, before
and after giving effect to the Proposed B Borrowing and to the application of
the proceeds therefrom, as though made on and as of such date;


 


(B)  no Default or Event of Default has occurred
and is continuing, or would result from the Proposed B Borrowing or from the
application of the proceeds therefrom; [and]


 


(C)  the Credit Ratings of the Company are as
follows:  S&P
       and Moody’s
         [.] [; and]


 


[(D) the proposed Borrower has
become, and remains qualified as, a “Borrowing Subsidiary” under and in
accordance with the terms of the Credit Agreement and the representations and
warranties contained in Section 4.02 of the Credit Agreement are
correct as to the proposed Borrower in all material respects, before and after
giving effect to the Proposed B Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date.](26)


 


The undersigned hereby confirms that the Proposed B
Borrowing is to be made available to it in accordance with Section 2.03(c)
and (e) of the Credit Agreement.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 










(26)                            To be
included if the proposed Borrower is not the Company.


 


B-3-2





















 


EXHIBIT B-4


 


FORM OF NOTICE OF LOCAL CURRENCY BORROWING


 


[Date]


 


[Name and address of
Local


    Currency Agent]


 


Citicorp USA, Inc., as
Administrative Agent


Bank Loan Syndications


Two Penns Way, Suite 200


New Castle, Delaware
19720


Attention:  Lisa Rodriguez


 


Citicorp Securities, Inc.


388 Greenwich Street


New York, New York  10013


Attention:  Carolyn Sheridan


 


Ladies and Gentlemen:


 


The undersigned, Ecolab Inc. (the “Company”), refers
to (1) the Multicurrency Credit Agreement dated as of September 29, 1993,
as amended and restated as of August 13, 2004 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement; the terms defined therein being used herein as therein defined),
among the undersigned, Ecolab PTY Limited, as a Borrowing Subsidiary, Ecolab
Finance PTY Limited, as a Borrowing Subsidiary, certain Banks party thereto,
certain Issuing Banks party thereto, Citicorp USA, Inc., as administrative
agent for said Banks and said Issuing Banks (the “Agent”), Citibank
International plc, as “Euro-Agent” thereunder, JPMorgan Chase Bank, as “Syndication
Agent” thereunder, and Credit Suisse First Boston, as “Documentation Agent” thereunder,
and (2) that certain
               
Local Currency Addendum dated as of
                  ,
                  
among
                  
(the “Borrowing Subsidiary”), the Company, the Agent, the Local Currency Agent
named therein and the Local Currency Banks party thereto (the “Addendum”).  The undersigned hereby gives you notice,
irrevocably, pursuant to Section 2.02B of the Credit Agreement and
the Addendum that the undersigned hereby requests a Local Currency Borrowing
under the Credit Agreement and the Addendum, and in that connection sets forth
below the information relating to such Local Currency Borrowing (the “Proposed
Borrowing”) as required by Section 2.02B(a) of the Credit
Agreement:


 


(a)  (A)          The Borrower is proposed to be [name of Borrowing
Subsidiary or the Company.]


 


(b)  (B)           The Business Day of the Proposed Borrowing
is            ,
20  .


 


(c)  (C)            The Type of Advances comprising the
Proposed Borrowing is [Floating Rate Advances] [Eurocurrency Advances] [other
type of Fixed Rate Advances].


 


B-4-1





















 


(d)  (D)          The aggregate amount of the Proposed
Borrowing is
           .


 


(e)  [(E)         The
initial Interest Period for each Advance made as part of the Proposed Borrowing
is [   days] [   months].*


 


(F)                                 The
exchange rate in respect of the Proposed Borrowing is
                     .]


 


The undersigned hereby certifies that the following
statements will be true on the date of the Proposed Borrowing:


 


(A)                              The representations and
warranties contained in [subsections (a), (b), (c) and (d) of Section 4.01]**
[Section 4.01 (other than subsections (j) and (o) thereof)]*** of
the Credit Agreement are correct in all material respects, before and after
giving effect to the Proposed Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date; and


 


(B)                                No [Default or]****
Event of Default has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds therefrom; [and]


 


(C)                                The Credit Ratings of
the Company are as follows:  S&P
             and
Moody’s
            [.] [;
and]


 


(D)                               [The proposed Borrower
has become, and remains qualified as, a “Borrowing Subsidiary” under and in
accordance with the terms of the Credit Agreement and the representations and
warranties contained in Section 4.02 of the Credit Agreement are
correct as to the proposed Borrower in all material respects, before and after
giving effect to the Proposed Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date.]*****


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  ECOLAB INC.

  



 










*                                         To
be included for a Proposed Borrowing comprised of Fixed Rate Advances.


**                                  To
be used unless the conditions precedent set forth in Section 3.03
of the Credit Agreement apply to the Proposed Borrowing.


***                           To be
used if the conditions precedent set forth in Section 3.03 of the
Credit Agreement apply to the Proposed Borrowing.


****                    To be included
if the conditions precedent set forth in Section 3.03 of the Credit
Agreement apply to the Proposed Borrowing.


*****    To be included if the proposed Borrower is
not the Company.


 


B-4-2





















 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


B-4-3





















 


EXHIBIT B-5


 


FORM OF NOTICE OF LETTER OF CREDIT ISSUANCE


 


[Date]


 


[Name and address of
applicable Issuing Bank]


 


Citicorp USA, Inc., as
Administrative Agent


Bank Loan Syndications


Two Penns Way, Suite 200


New Castle, Delaware
19720


Attention:  Lisa
Rodriguez


 


Ladies and Gentlemen:


 


The undersigned, Ecolab
Inc. (the “Company”), refers to the Multicurrency Credit Agreement dated as of September 29,
1993, as amended and restated as of August 13, 2004 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement; the terms defined therein being used herein as therein defined),
among the undersigned, Ecolab PTY Limited, as a Borrowing Subsidiary, Ecolab
Finance PTY Limited, as a Borrowing Subsidiary, certain Banks party thereto,
certain Issuing Banks party thereto, Citicorp USA, Inc., as administrative
agent for said Banks and said Issuing Banks (the “Agent”), Citibank
International plc, as “Euro-Agent” thereunder, JPMorgan Chase Bank, as “Syndication
Agent” thereunder, and Credit Suisse First Boston, as “Documentation Agent”
thereunder.  Pursuant to Section 2.02C(c)
of the Credit Agreement, this Notice of Letter of Credit Issuance (“Notice”)
represents the request of the Company [(on behalf of [Borrowing Subsidiary])]
for a Letter of Credit to be dated on
[            ],
20[   ](27) (the “Issuance Date”) from the Issuing Bank
in the amount of
[$[            ]
denominated in Dollars]
[               
denominated in                .  The exchange rate in respect of the proposed Letter
of Credit Issuance is
[               ].


 


The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the
Issuance Date:


 


(A)                              The representations and
warranties contained in [subsections (a), (b), (c) and (d) of Section 4.01](28)
[Section 4.01 (other than subsections (j) and (o) thereof)](29) of
the Credit Agreement are correct in all material respects, before and


 










(27)                            Such
date shall be no sooner than three (3) Business Days after the date of this
notice or such shorter notice as may be acceptable to the Issuing Bank and the
Agent.


(28)                            To be
used unless the conditions precedent set forth in Section 3.03 of
the Credit Agreement apply to the proposed Letter of Credit Issuance.


(29)                            To be
used if the conditions precedent set forth in Section 3.03 of the
Credit Agreement apply to the proposed Letter of Credit Issuance.


 


B-5-1





















 


after
giving effect to the proposed Letter of Credit Issuance and to the application
of the proceeds therefrom, as though made on and as of such date;


 


(B)                                No [Default or](30)
Event of Default has occurred and is continuing, or would result from such
proposed Letter of Credit Issuance or from the application of the proceeds
therefrom; [and]


 


(C)                                The Credit Ratings of
the Company are as follows:  S&P
             and
Moody’s
            [.] [;
and]


 


[(D)                           The proposed account party
has become, and remains qualified as, a “Borrowing Subsidiary” under and in
accordance with the terms of the Credit Agreement and the representations and
warranties contained in Section 4.02 of the Credit Agreement are
correct as to the proposed account party in all material respects, before and
after giving effect to the proposed Letter of Credit Issuance and to the
application of the proceeds therefrom, as though made on and as of such
date.](31)


 


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  



 










(30)                            To be
included if the conditions precedent set forth in Section 3.03 of
the Credit Agreement apply to the proposed Letter of Credit issuance.


(31)                            To be
included if the proposed account party is not the Company.


 


B-5-2





















 


EXHIBIT C-1


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


Dated
        , 20   


 


Reference is made to the Multicurrency Credit
Agreement dated as of September 29, 1993, as amended and restated as of August 13,
2004 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”; the terms defined therein being used
herein as therein defined), among Ecolab Inc., a Delaware corporation (the “Company”),
Ecolab PTY Limited, as a Borrowing Subsidiary, Ecolab Finance PTY Limited, as a
Borrowing Subsidiary, the Banks party thereto, the Issuing Banks party thereto,
Citicorp USA, Inc., as administrative agent for the Banks and the Issuing Banks
(the “Agent”), Citibank International plc, as Euro-Agent for the Banks (the “Euro-Agent”),
JPMorgan Chase Bank, as “Syndication Agent” thereunder, and Credit Suisse First
Boston, as “Documentation Agent” thereunder.


 


                
(the “Assignor”) and
              
(the “Assignee”) agree as follows:


 


1. 
The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, a
     %* interest in and to all of the Assignor’s
rights and obligations under the Credit Agreement as of the Effective Date (as
defined below) (including, without limitation, such percentage interest in (i)
the Assignor’s Commitment, which (after giving effect to any other assignments
thereof made prior to the Effective Date, whether or not such assignments have
become effective, but without giving effect to any other assignments thereof
also made on the Effective Date) is $          
(or the equivalent thereof in one or more Alternative Currencies), [and each of
the Assignor’s Local Currency Commitments, which (after giving effect to any
other assignments thereof made prior to the Effective Date, whether or not such
assignments have become effective, but without giving effect to any other
assignments thereof also made on the Effective Date) is
$              under
the [                                 
Local Currency Addendum]], (ii) the aggregate outstanding principal amount of
Advances owing to the Assignor on the Effective Date, which (after giving
effect to any other assignments thereof made prior to the date hereof, whether
or not such assignments have been effective, but without giving effect to any
other assignments thereof also made on the Effective Date) is
$           (or the
equivalent thereof in one or more Alternative Currencies), (iii) the aggregate
outstanding amount of Letter of Credit Participations held by the Assignor,
which (after giving effect to any other assignments thereof made prior to the
date hereof, whether or not such assignments have become effective, but without
giving effect to any other assignments thereof also made on the Effective Date)
is $           (or the
equivalent thereof in one or more Primary Currencies or other Alternative
Currencies), and (iv) any Note[s] held by the Assignor) and, to the extent
permitted by applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Bank) against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the transactions
governed thereby, including but not limited to contract claims, tort


 










*                                         Specify
percentage in no more than 4 decimal points.


 


C-1-1





















 


claims, malpractice
claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned hereby.


 


2. 
The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit
Agreement or any Local Currency Addendum to which it is a party, or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement, any Local Currency Addendum to which it is a
party or any other instrument or document furnished pursuant thereto; (iii)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Company or any Borrowing Subsidiary or the
performance or observance by the Company or any Borrowing Subsidiary of any of
its obligations under the Credit Agreement, any Local Currency Addendum to
which it is a party or any other instrument or document furnished pursuant
thereto; and [(iv) attaches the Note[s] referred to in paragraph 1 above and
requests that the Agent exchange such Note[s] for [a new [A] [B] Note dated
                       ,
20     in the principal amount of
$              
payable to the order of the Assignee] [new Notes as follows: [a] [an] [A] [B]
Note dated
                ,
20    in the principal amount of $                      
payable to the order of the Assignee and [a] [an] [A] [B] Note dated
                          ,
20    in the principal amount of
$                            
payable to the order of the Assignor]](32).


 


3. 
The Assignee (i) confirms that it has received a copy of the Credit
Agreement, and any Local Currency Addendum to which the Assignor is a party
together with copies of the financial statements referred to in Section 4.01
of the Credit Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Euro-Agent, any Local Currency Agent, the
Assignor, any other Bank or any Issuing Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(iii) confirms that it is an Eligible Assignee and, if a Local Currency
Commitment is being assigned, that it is (or its Affiliate, branch or agency
which will be the Local Currency Bank is) an Eligible Local Currency Bank under
the applicable Local Currency Addendum; (iv) appoints and authorizes the Agent,
the Euro-Agent, and any Local Currency Agent under any Local Currency Addendum
to which it is or will become a party as a result of this Assignment and
Acceptance, to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement or such Local Currency Addendum as are
delegated to the Agent, the Euro-Agent or such Local Currency Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement, and any Local Currency
Addendum to which it is or will become a party, are required to be performed by
it as a Bank; [and] (vi) specifies as its Domestic Lending Office (and address
for notices), its Eurocurrency Lending Office, and, if applicable, its Local
Currency Lending Office, the offices set forth beneath its name on the
signature pages hereof [;and (vii) attaches the forms


 










(32)                            To be
included only if Notes are requested.


 


C-1-2





















 


prescribed by the
Internal Revenue Service of the United States of America certifying as to the
Assignee’s status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to the Assignee under
the Credit Agreement and any other forms required to be delivered pursuant to Section 2.17(f)(ii)
of the Credit Agreement or any applicable Local Currency Addendum for purposes
of determining exemption from withholding taxes with respect to payments to be
made by any Borrowers under such Local Currency Addendum.]**


 


4. 
The effective date for this Assignment and Acceptance shall be
           (the “Effective
Date”).***  Following the execution of
this Assignment and Acceptance, it will be delivered to the Agent for
acceptance and recording by the Agent.


 


5. 
Upon such acceptance and recording, as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and any Local Currency
Addendum to which Assignor is a party, and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Bank thereunder
and (ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement and any such Local Currency Addendum.


 


6.  Upon
such acceptance and recording, from and after the Effective Date, the Agent
(and any applicable Local Currency Agent) shall make all payments under the
Credit Agreement and any Local Currency Addendum to which the Assignee is or
becomes a party in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and facility fees with respect
thereto) to the Assignee.  The Assignor
and Assignee shall make all appropriate adjustments in payments under the
Credit Agreement and any Local Currency Addendum for periods prior to the
Effective Date directly between themselves.


 


7. 
This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Domestic Lending
  Office (and

  
	
   

  	
  address for notices):

  
	
   

  	
  [Address]

  



 










**                                  If
the Assignee is organized under the laws of a jurisdiction outside the United
States.


***                           Such
date shall be at least two Business Days after the execution of this Assignment
and Acceptance.


 


C-1-3





















 


	
   

  	
  Eurocurrency
  Lending Office:

  
	
   

  	
  [Address]

  
	
   

  	
   

  	
   

  
	
   

  	
  Local Currency
  Lending Office:

  
	
   

  	
  [Address]

  



 


Accepted this     
day


of
            ,
20     


 


	
  CITICORP USA,
  INC., as Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  [              ,
  as Local Currency Agent

  	
   

  
	
  under the
                Local
  Currency

  	
   

  
	
  Addendum]

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
                               ,
  as an Issuing Bank

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  [ECOLAB
  INC.](33)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  



 










(33) To be included if
the Company’s consent is required pursuant to Section 9.08(a) of
the Credit Agreement.


 


C-1-4





















 


EXHIBIT C-2


 


FORM OF INCREASE AGREEMENT


 


ECOLAB INC.


 


INCREASE OF COMMITMENTS AGREEMENT


 


This Increase of
Commitments Agreement (this “Agreement”) is dated as of
             ,
20     and entered into by and among Ecolab Inc., a
Delaware corporation (the “Company”), [Borrowing Subsidiaries] (together with
the Company, each a “Borrower” and collectively, the “Borrowers”), the
financial institutions which are increasing their Commitments as set forth on Schedule A
attached hereto (the “Increasing Banks”), the financial institutions which are
agreeing to become party to the Credit Agreement (as defined below) as set
forth on Schedule A attached hereto (the “Added Banks”) and
Citicorp USA, Inc., as agent for the Banks and the Issuing Banks (the “Agent”),
and is made with reference to that certain Multicurrency Credit Agreement dated
as of September 29, 1993, as amended and restated as of August 13,
2004, by and among the Company, each Borrowing Subsidiary from time to time
party thereto, the Banks named therein, the Issuing Banks named therein,
Citicorp USA, Inc., as Agent, Citibank International plc, as “Euro-Agent”,
JPMorgan Chase Bank, as “Syndication Agent”, and Credit Suisse First Boston, as
“Documentation Agent” (as amended, restated, supplemented, or otherwise
modified from time to time the “Credit Agreement”).  Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.


 


PRELIMINARY STATEMENT


 


A.                                   The Credit Agreement provides that the
Company may request the Total Commitment under the Credit Agreement be
increased by an amount up to $150,000,000 in the aggregate for all such
increases during the term of the Credit Agreement, such increases not to be
made more than three (3) times during the term of the Credit Agreement.


 


B.                                     The Company has submitted a request to
increase the Total Commitment by
$                        .


 


C.                                     The Increasing Banks are willing to
increase their Commitments pursuant to the terms of the Credit Agreement.


 


D.                                    The Added Banks are willing to become
parties to the Credit Agreement and to take Commitments thereunder pursuant to
the terms of the Credit Agreement.


 


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


 


Section 1.                                            INCREASE
OF COMMITMENTS


 


A.                                   Pursuant to Section 2.05 of
the Credit Agreement, each of the Increasing Banks hereby agrees to increase
its Commitment to the amount set forth opposite its name in Schedule A
attached hereto.


 


C-2-1





















 


B.                                     Pursuant to Section 2.05 of
the Credit Agreement, each of the Added Banks hereby agrees to become a party
to the Credit Agreement as a Bank with a Commitment in an amount set forth
opposite its name in Schedule A attached hereto, and to be bound by
all the terms and provisions of the Credit Agreement.


 


Section 2.                                            BORROWERS’
REPRESENTATIONS AND WARRANTIES


 


In order to induce the
Increasing Banks and the Added Banks to enter into this Agreement, each Borrower
represents and warrants to each Increasing Bank and Added Bank that the
following statements are true, correct and complete on and as of the Commitment
Increase Date (as hereinafter defined):


 


A.                                   The
execution, delivery and performance by such Borrower of this Agreement are
within such Borrower’s corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) such Borrower’s restated
certificate of incorporation or by-laws or (ii) any law or material contractual
restriction binding on such Borrower.


 


B.                                     No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due
execution, delivery and performance by such Borrower of this Agreement, except
any such approvals, notices, actions or filings which have already been made,
obtained or given.


 


C.                                     This
Agreement is a legal, valid and binding obligation of such Borrower,
enforceable against such Borrower in accordance with its terms, subject to any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and to general principles of equity.


 


D.                                    The
representations and warranties contained in Article IV of the
Credit Agreement are true, correct and complete in all material respects on and
as of the Commitment Increase Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.


 


Section 3.                                            CONDITIONS
TO EFFECTIVENESS


 


The increase in
Commitments by the Increasing Banks and the addition of Commitments by the
Added Banks referred to in Section 1 of this Agreement shall become
effective only upon the satisfaction on or prior to
             ,
20    of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the “Commitment
Increase Date”):


 


A.                                   The Agent shall have received executed
counterparts of this Agreement, duly executed and delivered on behalf of each
of the Agent, the Company, each other Borrower, the Increasing Banks and the
Added Banks.


 


B.                                     The Agent shall have received a
Certificate of the Secretary or an Assistant Secretary of each Borrower dated
the Commitment Increase Date as to (i) the


 


C-2-2





















 


resolution of the Board
of Directors of such Borrower authorizing this Agreement, and (ii) the
incumbency and signatures of the person authorized to execute and deliver this
Agreement.


 


C.                                     The Agent shall have received an opinion
of counsel, which may be General Counsel for the Company, with respect to the
matters set forth in subsections 2 (A), (B) and (C) above, which opinion may
include, as applicable, the qualifications, limitations and assumptions
included in the Form of Opinion of General Counsel to the Company attached as
Exhibit E to the Credit Agreement and the Form of Opinion of Special Counsel to
the Company attached as Exhibit F to the Credit Agreement.


 


Section 4.                                            MISCELLANEOUS


 


A.  Reference to and effect on the Credit
Agreement.


 


(i)                                     On and after
the Commitment Increase Date, each reference in the Credit Agreement, the Notes
or any Local Currency Addendum to the “Banks”, “Commitments”,  “Total Commitment” or words of like import
shall mean and be a reference to the terms Banks, Commitments and Total
Commitment as amended by this Agreement.


 


(ii)                                  Except as
specifically amended by this Agreement, the Credit Agreement shall remain in
full force and effect and is hereby ratified and confirmed.


 


(iii)                               The
execution, delivery and performance of this Agreement shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of the Agent or any Bank under, the
Credit Agreement or any Local Currency Addendum.


 


B.  Fees and Expenses.  The Company acknowledges that all reasonable
costs, fees and out-of-pocket expenses incurred by the Agent and its counsel
with respect to the preparation, execution, delivery, administration,
modification and amendment of this Agreement and the documents and transactions
contemplated hereby shall be for the account of the Company.


 


C.  Headings.  Section and subsection headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose or be given any
substantive effect.


 


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


 


E.  Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.


 


[Remainder of page intentionally left blank]


 


C-2-3





















 


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


 


	
   

  	
  ECOLAB
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [BORROWING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


C-2-4





















 


	
   

  	
  CITICORP USA,
  INC., [as an Increasing Bank and]

  as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


C-2-5





















 


	
   

  	
   

  	
  , as an
  Increasing Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


C-2-6





















 


	
   

  	
   

  	
  , as an Added
  Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


C-2-7





















 


SCHEDULE A


 


Increasing
Banks


 


	
  Bank

  	
   

  	
  Commitment Increase

  	
   

  	
  New Commitment Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
                        

  	
   

  	
  $                      

  	
   

  	
  $                      

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
                        

  	
   

  	
  $                      

  	
   

  	
  $                      

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
                        

  	
   

  	
  $                      

  	
   

  	
  $                      

  	
   

  



 


Added
Banks


 


	
  Bank

  	
   

  	
  New Commitment Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
                        

  	
   

  	
  $                      

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
                        

  	
   

  	
  $                      

  	
   

  



 


C-2-8










 













 


EXHIBIT D


 


FORM OF ELECTION TO
PARTICIPATE


 


[Date]


 


	
  To:  Citicorp USA, Inc., as Agent for the

  
	
   

  	
  Banks and the Issuing
  Banks

  
	
   

  	
  party to the Credit

  
	
   

  	
  Agreement referred to
  below,

  
	
   

  	
  and Citibank
  International plc,

  
	
   

  	
  as Euro-Agent for such
  Banks

  



 


Reference is made
to the Multicurrency Credit Agreement dated as of September 29, 1993, as
amended and restated as of August 13, 2004, among Ecolab Inc., Ecolab PTY
Limited, as a Borrowing Subsidiary, Ecolab Finance PTY Limited, as a Borrowing
Subsidiary, the Banks party thereto, the Issuing Banks party thereto, Citicorp
USA, Inc., as administrative agent for the Banks and the Issuing Banks,
Citibank International plc, as “Euro-Agent” for the Banks, JPMorgan Chase Bank,
as “Syndication Agent” thereunder, and Credit Suisse First Boston, as
“Documentation Agent” thereunder (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”).  Terms not defined herein
which are defined in the Credit Agreement shall have for the purposes hereof
the meanings provided therein.


 


The undersigned,
[name of Borrowing Subsidiary], a [jurisdiction of organization/type of
entity], hereby elects to be a Borrowing Subsidiary for purposes of the Credit
Agreement, effective from the date hereof. 
The undersigned confirms that the representations and warranties set
forth in Section 4.02 of the Credit Agreement are true and correct in
all material respects as to the undersigned as of the date hereof, and the
undersigned hereby agrees to perform all the obligations of a Borrowing
Subsidiary under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitation Section 9.09 thereof, as if the
undersigned were a signatory party thereto.


 


The address to
which all notices to the undersigned under the Credit Agreement should be
directed is:                                                                                                             .  This instrument shall be construed in
accordance with and governed by the laws of the State of New York.


 


This Election to
Participate may be executed in any number of counterparts and by different
parties hereto in separate counterparts.


 


	
   

  	
  [NAME OF BORROWING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


D-1





















 


The undersigned hereby
confirms that [name of Borrowing Subsidiary] is a Borrowing Subsidiary for
purposes of the Credit Agreement described above and that the guaranty of the
undersigned contained in Article VIII of the Credit Agreement applies to the
obligations of [name of Borrowing Subsidiary] under the Credit Agreement and
the Notes issued by it [and, if applicable, the Local Currency Addendum
executed by it].  The undersigned hereby
represents and warrants that [name of Borrowing Subsidiary] is a Wholly-Owned
Consolidated Subsidiary.


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


Receipt of the
above Election to Participate is hereby acknowledged on and as of the date set
forth above.


 


	
   

  	
  CITICORP USA, INC., as
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


D-2





















 


EXHIBIT E


 


FORM OF OPINION OF


 


GENERAL COUNSEL OF THE
COMPANY


 


(Initial Borrowing by the
Company)


 


[Attached]


 


E-1





















 


EXHIBIT F


 


FORM OF OPINION OF


 


SPECIAL COUNSEL FOR THE
COMPANY


 


[Attached]


 


F-1





















 


EXHIBIT G


 


FORM OF OPINION OF


 


SPECIAL COUNSEL FOR THE
BORROWING SUBSIDIARIES


 


[Attached]


 


G-1





















 


EXHIBIT H


 


FORM OF OPINION OF


 


SPECIAL COUNSEL FOR THE
AGENT


 


AND THE EURO-AGENT


 


[Attached]


 


H-1





















 


EXHIBIT I


 


FORM OF


 


LOCAL CURRENCY ADDENDUM


 


[NAME OF BORROWING
SUBSIDIARY]


 


LOCAL CURRENCY ADDENDUM


 


[SPECIFY CURRENCY]
ADDENDUM dated as of [        ], to the
Credit Agreement (as defined below).


 


ARTICLE I


 


Definitions


 


SECTION 1.01.  Defined
Terms.  As used in this Addendum, the
following terms shall have the meanings specified below:


 


“Base Rate”
means [identify any base rate customarily used in connection with floating rate
loans in the applicable currency].


 


“Borrowing Subsidiary”
means [insert name of Borrowing Subsidiary].


 


“[Insert
Definition of Rate Used for Fixed Rate Advances, if any, other than Eurocurrency
Advances] shall mean [                                                         ].


 


“[Insert
applicable definitions for reserve adjustments to Fixed Rate Advances] shall
mean [                                 ].


 


“Credit
Agreement” means the Multicurrency Credit Agreement dated as of September
29, 1993, as amended and restated as of August 13, 2004, among Ecolab Inc.,
Ecolab PTY Limited, as a Borrowing Subsidiary, Ecolab Finance PTY Limited, as a
Borrowing Subsidiary, the other Borrowing Subsidiaries from time to time party
thereto, the financial institutions from time to time party thereto as Banks,
the financial institutions from time to time party thereto as Issuing Banks,
Citicorp USA, Inc., as Administrative Agent, Citibank International PLC, as “Euro-Agent”,
JPMorgan Chase Bank, as “Syndication Agent”, and Credit Suisse First Boston, as
“Documentation Agent”, and as the same may be amended, waived, modified or
restated from time to time.


 


“Eligible Local
Currency Bank” means any Local Currency Bank meeting the eligibility
criteria set forth in Schedule III.


 


I-1





















 


“Local Currency
Advance” means any Advance, denominated in [specify currency], made to [the
Borrowing Subsidiary or the Company], a [corporation organized under the laws
of                            ],
pursuant to Sections 2.02A and 2.02B of the Credit Agreement and
this Addendum.  A Local Currency Advance
shall bear interest at one of the rates specified in Schedule II.


 


“Local Currency
Bank” means each Bank listed on the signature pages of this Addendum and
each Local Currency Bank which becomes a party hereto pursuant to an Assignment
and Acceptance, but excluding any former Local Currency Bank that has assigned
all of its obligations hereunder pursuant to an Assignment and Acceptance.


 


SECTION 1.02.  Terms
Generally.  Unless otherwise defined
herein, terms defined in the Credit Agreement shall have the same meanings in
this Addendum.  Wherever 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”.  All references
herein to Sections and Schedules shall be deemed references to Sections of and
Schedules to this Addendum unless the context shall otherwise require.


 


ARTICLE II


 


The Credits


 


SECTION 2.01.  Local
Currency Advances. 
(a)  This Addendum (as the same may be amended, waived,
modified or restated from time to time) is a “Local Currency Addendum” as
defined in the Credit Agreement and is, together with the borrowings made
hereunder, subject in all respects to the terms and provisions of the Credit
Agreement except to the extent that the terms and provisions of the Credit Agreement
are modified by or are inconsistent with this Addendum, in which case this
Addendum shall control.  The Local
Currency Banks party to this Addendum are set forth on Schedule I,
as such Schedule I shall be automatically amended to include any Local
Currency Bank that becomes a party hereto pursuant to an Assignment and
Acceptance and exclude any Local Currency Bank that has assigned all of its
obligations hereunder pursuant to an Assignment and Acceptance.


 


(b)  Any modifications to the
interest payment dates, Interest Periods, interest rates and any other special
provisions applicable to Local Currency Advances under this Addendum are set
forth on Schedule II.  If Schedule
II states “None” with respect to any item listed thereon, then the
corresponding provisions of the Credit Agreement, without modification, shall
govern this Addendum and the Local Currency Advances made pursuant to this
Addendum.


 


(c)  Any special borrowing
procedures or funding arrangements for Local Currency Advances under this Addendum,
any provisions for the issuance of promissory notes to evidence the Local
Currency Advances made hereunder and any additional information requirements
applicable to Local Currency Advances under this Addendum are set forth on Schedule III.  If no such special procedures, funding


 


I-2





















 


arrangements, provisions or additional requirements are set forth on Schedule
III, then the corresponding procedures, funding arrangements, provisions
and information requirements set forth in the Credit Agreement shall govern
this Addendum.


 


SECTION 2.02.  Maximum
Borrowing Amounts. 
(a)  The amount of the Local Currency Commitment for each
Local Currency Bank party to this Addendum is set forth on Schedule I or
in the Assignment and Acceptance pursuant to which such Local Currency Bank
became a party hereto, in each case as such amount may be modified pursuant to
subsection (b) below or pursuant to an assignment made in accordance with Section
4.02.  The Local Currency Facility Aggregate Commitment as of the date
hereof is set forth on Schedule I and the Local Currency Facility
Aggregate Commitment as at any other time shall be the sum of all of the Local
Currency Commitments at such time.


 


(b)   Upon at least three (3) Business
Days prior irrevocable written notice to the Agent, the Company may from time
to time permanently reduce the Local Currency Commitments under this Addendum
in whole, or in part ratably among the Local Currency Banks, in an aggregate
minimum and integral amounts of [$1,000,000]; provided, however,
that the amount of the Local Currency Commitments may not be reduced below the
aggregate principal amount of the outstanding Local Currency Advances with
respect thereto.  Any reduction in the
Local Currency Commitments shall be an automatic reduction of the Local
Currency Facility Aggregate Commitment. 
Any such reduction shall be allocated pro rata among all the Local
Currency Banks party to this Addendum by reference to their Local Currency
Commitments.


 


ARTICLE III


 


Representations and
Warranties


 


Each Borrower
party hereto makes and confirms each representation and warranty applicable to
each Borrower contained in Article IV of the Credit Agreement on
and as of the date hereof, except to the extent such representation and
warranty specifically relates to an earlier date, in which case each Borrower
shall be deemed to have made and confirmed such representation and warranty on
and as of such date.  Each Borrower party
hereto represents and warrants to each of the Local Currency Banks party to
this Addendum that no Default or Events of Default has occurred and is
continuing as of the date hereof, and no Default or Events of Default shall
arise as a result such Borrower entering into this Addendum.  Each Borrower acknowledges that such
representations and warranties are remade under the Credit Agreement on the
dates and to the extent required by Sections  3.02 and 3.03
of the Credit Agreement.


 


ARTICLE IV


 


Miscellaneous Provisions


 


SECTION 4.01. 
Amendment;
Termination.  (a)  This Addendum (including the
Schedules hereto) may not be amended without the prior written consent of the
Local Currency


 


I-3





















 


Agent and the Majority Local Currency Banks hereunder, subject to the
provisions of Section 9.01 of the Credit Agreement; provided,
however, that this Section 4.01(a) shall not restrict
assignments pursuant to Section 4.02.


 


(b)  This Addendum may not be
terminated without the prior written consent of each Local Currency Bank party
hereto and each Borrower party hereto unless there are no Local Currency
Advances outstanding hereunder, in which case no such consent of any Local
Currency Bank shall be required; provided, however, that this
Addendum shall terminate on the date that the Credit Agreement terminates in
accordance with its terms.


 


SECTION 4.02.  Assignments.  Section 9.08 of the Credit
Agreement shall apply to assignments by Local Currency Banks of obligations,
Commitments and Advances hereunder; provided, however, that a
Local Currency Bank may not assign any obligations, Commitments or rights
hereunder to any Person who is not (and does not simultaneously become) a Bank
under the Credit Agreement.


 


SECTION 4.03.  Notices.  Notices and other communications provided for
herein shall be in writing and shall be in writing and shall be delivered by
hand or by overnight courier service, mailed by certified or registered mail,
or sent by telecopier, as follows:


 


(a)
if to the Borrowing Subsidiary under this Addendum, at
[               ],
Attention [           ]
(Telecopy No. [            ])
with a copy to the Company at its address and telecopy number referenced in Section 9.02
of the Credit Agreement;


 


(b)
if to the Company, at its address and telecopy number referenced in Section
9.02 of the Credit Agreement;


 


(c)
if to the Local Currency Agent, at [              ],
Attention: [            ]
(Telecopy No.: [        ]) with a copy
to the Agent at its address and telecopy number referenced in Section 9.02
of the Credit Agreement; and


 


(d)
if to a Local Currency Bank, at its address and telecopy number set forth in Schedule I
or in the Assignment and Acceptance pursuant to which such Local Currency Bank
became a party hereto.


 


All notices and
other communications given to any party hereto in accordance with the
provisions of this Agreement shall, when mailed, delivered by courier or
telecopied in accordance with this Section 4.03, be effective when
deposited in the mails, submitted to the applicable courier service or telecopied,
as applicable, and all such notices and communication shall, when delivered by
hand, be effective when received.


 


SECTION 4.04.  Ratification
of Guaranty.  By its execution of
this Addendum, the Company ratifies and confirms its guaranty contained in Article
VIII of the Credit Agreement with respect to the Local Currency Advances
made pursuant to this Addendum which Guaranty remains in full force and effect


 


SECTION 4.05.  Sharing of
Payments, Etc.  If any Local Currency
Bank shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off,


 


I-4





















 


or otherwise) on account of the Local Currency Advances made by it
(other than pursuant to Section 2.08, 2.12 or 2.17 of the
Credit Agreement) in excess of its ratable share of payments on account of the
Local Currency Advances obtained by all the Local Currency Banks, such Local
Currency Bank shall forthwith purchase from the other Local Currency Banks such
participations in the Local Currency Advances made by them as shall be
necessary to cause such purchasing Local Currency Bank to share the excess
payment ratably with each of them, provided, however, that if all
or any portion of such excess payment is thereafter recovered from such
purchasing Local Currency Bank, such purchase from each Local Currency Bank
shall be rescinded and such Local Currency Bank shall repay to the purchasing
Local Currency Bank the purchase price to the extent of such recovery together
with an amount equal to such Local Currency Bank’s ratable share (according to
the proportion of (i) the amount of such Local Currency Bank’s required
repayment to (ii) the total amount so recovered from the purchasing Local
Currency Bank) of any interest or other amount paid or payable by the
purchasing Local Currency Bank in respect of the total amount so
recovered.  Each Borrower agrees that any
Local Currency Bank so purchasing a participation from another Local Currency
Bank pursuant to this Section 4.05 may, to the fullest extent permitted
by law, exercise all its rights of payment (including the right of set-off)
with respect to such participation as fully as if such Local Currency Bank were
a Local Currency Bank hereunder in the amount of such participation.


 


SECTION 4.06.  GOVERNING
LAW.  THIS ADDENDUM SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 4.07.  Eligible
Local Currency Banks.  Each Local
Currency Bank confirms that on the date of this Addendum it is an Eligible
Local Currency Bank, and agrees that it will promptly notify the Local Currency
Agent, the Agent and the Company if at any time in the future it determines
that it has ceased to be an Eligible Local Currency Bank.


 


ARTICLE V


 


The Local Currency Agent


 


SECTION 5.01  Appointment;
Nature of Relationship.  [Name of
Local Currency Agent] is appointed by the Local Currency Banks as the Local
Currency Agent hereunder, and each of the Local Currency Banks irrevocably
authorizes the Local Currency Agent to act as the contractual representative of
such Local Currency Bank with the rights and duties expressly set forth herein
and in the Credit Agreement applicable to the Local Currency Agent.  The Local Currency Agent agrees to act as
such contractual representative upon the express conditions contained in this Article
V.  Notwithstanding the use of the
defined term “Local Currency Agent,” it is expressly understood and agreed that
the Local Currency Agent shall not have any fiduciary responsibilities to any
Local Currency Bank or other Bank by reason of this Addendum and that the Local
Currency Agent is merely acting as the representative of the Local Currency
Banks with only those duties as are expressly set forth in this Addendum and
the Credit Agreement.  In its capacity as
the Local Currency Banks’ contractual representative, the Local Currency Agent
(i) does not assume any fiduciary duties to any of the Banks, (ii) is a
“representative” of the Local Currency Banks within the meaning of the
definition of “Secured


 


I-5





















 


Party” in Section 9-102 of the Uniform Commercial Code and (iii) is
acting as an independent contractor, the rights and duties of which are limited
to those expressly set forth in this Addendum and the Credit Agreement.  Each of the Banks agrees to assert no claim
against the Local Currency Agent on any agency theory or any other theory of
liability for breach of fiduciary duty, all of which claims each Bank waives.


 


SECTION 5.02  Powers.  The Local Currency Agent shall have and may
exercise such powers under this Addendum and the Credit Agreement as are
specifically delegated to the Local Currency Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto.  The Local Currency Agent shall have no
implied duties or fiduciary duties to the Banks, or any obligation to the Banks
to take any action hereunder or under the Credit Agreement except any action
specifically provided by this Addendum or the Credit Agreement required to be
taken by the Local Currency Agent.


 


SECTION 5.03  General
Immunity.  Neither the Local Currency
Agent nor any of its respective directors, officers, agents or employees shall
be liable to any of the Borrowers or any Bank for any action taken or omitted
to be taken by it or them hereunder or under the Credit Agreement or in
connection herewith or therewith except to the extent such action or inaction
arose solely from the gross negligence or willful misconduct of such Person.


 


SECTION 5.04  No
Responsibility for Advances, Creditworthiness, Collateral, Recitals, Etc.  Neither the Local Currency Agent nor any of
its respective directors, officers, agents or employees shall be responsible
for or have any duty to ascertain, inquire into, or verify (i) any statement,
warranty or representation made in connection with this Addendum or any
borrowing hereunder; (ii) the performance or observance of any of the covenants
or agreements of any obligor under this Addendum; (iii) the satisfaction of any
condition specified in Article III to the Credit Agreement; (iv) the
existence or possible existence of any Default or Event of Default or (v) the
validity, effectiveness or genuineness of the Credit Agreement, this Addendum,
or any other instrument or writing furnished in connection therewith.  The Local Currency Agent shall not be
responsible to any Bank for any recitals, statements, representations or
warranties herein or in the Credit Agreement, for the perfection or priority of
any Liens on any collateral securing the obligations under the Credit
Agreement, or for the execution, effectiveness, genuineness, validity,
legality, enforceability, collectibility, or sufficiency of this Addendum or
the transactions contemplated hereby or thereby, or for the financial condition
of the Company or any of its Subsidiaries.


 


SECTION 5.05  Action on
Instructions of Local Currency Banks. 
The Local Currency Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under the Credit Agreement
in accordance with written instructions signed by Local Currency Banks with not
less than 51% of the Local Currency Commitments (except with respect to actions
that require the consent of 51% or more of the Banks or all of the Local Currency
Banks as provided in Section 9.01 of the Credit Agreement), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Local Currency Banks. 
The Local Currency Agent shall be fully justified in failing or refusing
to take any action hereunder and under the Credit Agreement unless it shall
first be indemnified to its satisfaction by the Banks pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.


 


I-6





















 


SECTION 5.06  Employment
of Agents and Counsel.  The Local
Currency Agent may execute any of its duties hereunder and under the Credit
Agreement by or through employees, agents, and attorneys-in-fact, and shall not
be answerable to the Banks, except as to money or securities received by it or
its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care.  The Local Currency Agent shall be entitled to
advice of counsel concerning the contractual arrangement among the Local
Currency Agent and the Banks, as the case may be, and all matters pertaining to
its duties hereunder and under the Credit Agreement.


 


SECTION 5.07  Reliance on
Documents; Counsel.  The Local
Currency Agent shall be entitled to rely upon any Note, notice, consent,
certificate, affidavit, letter, telegram, statement, paper or document believed
by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of
counsel selected by the Local Currency Agent, which counsel may be employees of
the Local Currency Agent.


 


SECTION 5.08  The Local
Currency Agent’s Reimbursement and Indemnification.  The Local Currency Banks agree to reimburse
and indemnify the Local Currency Agent ratably in proportion to their
respective Local Currency Commitments (i) for any amounts not reimbursed by the
Borrowers for which the Local Currency Agent is entitled to reimbursement or
indemnification by the Borrowers under the Credit Agreement, (ii) for any other
expenses incurred by the Local Currency Agent on behalf of the Local Currency
Banks, in connection with the preparation, execution, delivery, administration
and enforcement of the Addendum including as a result of a dispute among the
Local Currency Banks or between any Local Currency Bank and the Agent or the
Local Currency Agent, and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Local Currency Agent in any way relating to or arising out
of the Addendum, the Credit Agreement or any other document delivered in
connection therewith or the transactions contemplated hereby or thereby, or the
enforcement of any of the terms thereof or of any such other documents,
including as a result of a dispute among the Banks or between any Bank and the
Agent or the Local Currency Agent, 
provided that no Bank shall be liable for any of the foregoing to the
extent any of the foregoing is found in a final non-appealable judgment by a
court of competent jurisdiction to have arisen solely from the gross negligence
or willful misconduct of the Local Currency Agent.


 


SECTION 5.09  Rights as a
Bank.  With respect to its
Commitment, Local Currency Commitment, Advances made by it, and any Notes
issued to it in its individual capacity, the Local Currency Agent shall have
the same rights and powers hereunder and under the Credit Agreement as any Bank
and may exercise the same as through it were not the Local Currency Agent, and
the term “Bank” or “Banks” or “Local Currency Bank” or “Local Currency Banks”,
as applicable, shall, unless the context otherwise indicates, include the Local
Currency Agent in its individual capacity. 
The Local Currency Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Addendum or the Credit Agreement, with
the Company or any of its Subsidiaries in which such Person is not prohibited
hereby from engaging with any other Person.


 


I-7





















 


SECTION 5.10  Bank Credit Decision.  Each Local Currency Bank acknowledges that it
has, independently and without reliance upon the Local Currency Agent or any
other Local Currency Bank and based on the financial statements prepared by the
Company and the Borrowers and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Addendum and the Credit Agreement. 
Each Local Currency Bank also acknowledges that it will, independently
and without reliance upon the Local Currency Agent or any other Bank and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Addendum and the Credit Agreement.


 


SECTION 5.11  Successor
Local Currency Agent.  The Local
Currency Agent may resign at any time by giving written notice thereof to the
Agent, the Local Currency Banks and the Company.  Upon any such resignation, the Majority Local
Currency Banks, with the consent of the Agent, shall have the right to appoint,
on behalf of the Borrowers and the Banks, a successor Local Currency
Agent.  If no successor Local Currency
Agent shall have been so appointed by the Majority Local Currency Banks and
shall have accepted such appointment within thirty days after the retiring
Local Currency Agent’s giving notice of resignation, then the retiring Local
Currency Agent may appoint, on behalf of the Borrowers and the Banks, a
successor Local Currency Agent. 
Notwithstanding anything herein to the contrary, so long as no Default
or Event of Default has occurred and is continuing, each such successor Local
Currency Agent shall be subject to approval by the Company, which approval
shall not be unreasonably withheld.  Such
successor Local Currency Agent shall be a commercial bank having capital and
retained earnings of at least $250,000,000. 
Upon the acceptance of any appointment as the Local Currency Agent
hereunder by a successor Local Currency Agent, such successor Local Currency
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Local Currency Agent, and the retiring
Local Currency Agent shall be discharged from its duties and obligations
hereunder and under the Credit Agreement. 
After any retiring Local Currency Agent’s resignation hereunder as Local
Currency Agent, the provisions of this Article V shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as the Local Currency Agent hereunder and under the
Credit Agreement.


 


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


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [INSERT NAME OF ENTITY TO BE THE

  SUBSIDIARY BORROWER UNDER THIS

  ADDENDUM], as the applicable Borrowing

  Subsidiary

  



 


I-8





















 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC., as the Agent,

  
	
   

  	
  [the Local Currency Agent,] [a Local

  
	
   

  	
  Currency Bank]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Payment Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [other Local Currency Bank Names], as a Local

  Currency Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  	
   

  
	
   

  	
   

  	
   Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
										



 


I-9





















 


	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Payment Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
							



 


I-10





















 


SCHEDULE I


to Local Currency Addendum


 


Local Currency Banks


 


Local Currency
Commitments


 


Local Currency Facility
Aggregate Commitment


 


Applicable Lending
Offices


 


	
  Local Currency Bank Name

  	
   

  	
  Local Currency

  Commitment

  	
   

  
	
   

  	
   

  	
  $                         

  	
   

  
	
   

  	
   

  	
  $                         

  	
   

  
	
   

  	
   

  	
  $                         

  	
   

  
	
   

  	
   

  	
  $                         

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Local Currency
  Facility Aggregate Commitment

  	
   

  	
  $                         

  	
   

  



 


	
  Local
  Currency Bank Name

  	
   

  	
  Applicable
  Local

  Currency Lending

  Office

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


I-11





















 


SCHEDULE II


 


to Local Currency Addendum


 


 


MODIFICATIONS


 


1.             Business Day Definition:


 


[“Business Day”
shall mean a day (other than a Saturday or Sunday) on which banks are not
required or authorized to close in [_____________].]


 


2.                                       Interest
Payment Dates: [Interest shall be paid (a) monthly in arrears on the tenth
day of each month for Local Currency Advances which are Floating Rate Advances;
and (b) at the end of each Interest Period for Local Currency Advances that are
Fixed Rate Advances; provided, however, for each Interest Period
longer than three months, interest shall also be payable on the last day of
each three-month interval during such Interest Period.]


 


3.                                   Interest
Periods: [None.]


 


4.                                   Interest
Rates:


 


[(a)  Fixed Rate Local Currency Advances (other
than Eurocurrency Advances) Denominated in [Insert Currency]:   Each Local Currency Advance denominated in
[Insert Currency] and for which an Interest Period has been selected in
accordance with the terms of Article II of the Credit Agreement and this
Addendum shall bear interest from and including the first day of the Interest
Period applicable thereto to (but not including) the last day of such Interest
Period at a rate per annum equal to the sum of (i) the [Insert Defined Term for
Fixed Rate Interest] for such Local Currency Advance for such Interest Period plus (ii) the Applicable Margin as in effect from time to
time during such Interest Period [insert any adjustments for reserve
requirements]; provided, however, that any amount of principal
which is not paid when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date on which such amount is due until
such amount is paid in full, payable on demand, at all times equal to 2% per annum
above the Base Rate plus the Applicable Margin.


 


(b)  A Local Currency Advance may be a
Eurocurrency Advance, in which case it shall have Interest Periods as set forth
in the Credit Agreement, and bear interest as set forth in the Credit
Agreement, provided that the Applicable Margin shall be as set forth herein;
and provided  further that any amount of principal which is not
paid when due (whether at stated maturity, by acceleration or otherwise) shall
bear interest, from the date on which such amount is due until such amount is
paid in full, payable on demand, at all times equal to 2% per annum above the
Base Rate plus the Applicable Margin.


 


(c)  Floating Rate Local Currency Advances
Denominated in [Insert Currency]: 
Each Local Currency Advance for which no Interest Period has been
selected in


 


I-12





















 


accordance with the terms
of Article II of the Credit Agreement and this Addendum shall bear interest
from and including the date such Local Currency Advance is made to (but not
including) the date such Local Currency Advance is repaid or converted into a
Fixed Rate Advance in accordance with the terms of Article II of the Credit
Agreement and this Addendum at a rate per annum equal to the sum of (i) the [insert
defined term for floating rate interest] as in effect from time to time,
changing as and when said [insert defined term for floating rate interest]
changes plus (ii) the Applicable Margin as in
effect from time to time changing as and when such Applicable Margin changes; provided, however, that
any amount of principal which is not paid when due (whether at stated maturity,
by acceleration or otherwise) shall bear interest, from the date on which such
amount is due until such amount is paid in full, payable on demand, at all
times equal to 2% per annum above such [floating rate] plus the
Applicable Margin.


 


Initial Interest Rate
Applicable to Local Currency Advances: [__________]


 


5.                                       Applicable
Margins.


 


“Applicable Margins” shall mean the applicable
Floating Rate margin and/or applicable Fixed Rate margin, with respect to Local
Currency Advances made pursuant to this Addendum.  The Applicable Margins shall be determined,
in accordance with the provisions of Section 2.07(c) of the Credit
Agreement, by reference to the following:


 


	
  Credit Rating

  	
   

  	
  Applicable Fixed Rate 

  margin

  (Rate per Annum)

  	
   

  	
  Applicable Floating Rate 

  margin

  (Rate per Annum)

  	
   

  
	
  A+ or better
  (S&P) or

  A1 or better (Moody’s)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Below A+
  (S&P) and A1 (Moody’s) but

  A (S&P) or

  A2 (Moody’s)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Below A
  (S&P) and A2(Moody’s)

  but

  A- (S&P) or

  A3 (Moody’s)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Below A-
  (S&P) and A3 (Moody’s)

  but

  BBB+ (S&P) or

  Baa1 (Moody’s)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Below BBB+
  (S&P) and Baa1 (Moody’s)

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


I-13





















 


If, on the first day of the Interest Period for any
Fixed Rate Advance, the Company shall not have Credit Ratings from both S&P
and Moody’s, the Credit Ratings of the Company for purposes of this Addendum
shall be deemed to be below BBB+ (S&P) and below Baa1 (Moody’s) during such
period.  In addition, and notwithstanding
the foregoing chart, if the Credit Rating of the Company from S&P is more
than one level higher or lower than the equivalent Credit Rating from Moody’s
at such time, then the Applicable Fixed Rate Margin shall be determined as if
the applicable Credit Rating of the Company from each of S&P and Moody’s
were one level higher than the lower of the two Credit Ratings.


 


6.                                       Modifications
to Interest Period Selection/Conversion Contained in Section 2.10:


 


Notice of selection of Interest Period or
conversion/continuation shall be given by the Borrowing Subsidiary as follows:


 


[__]:00 a.m. ([local] time) [___ Business Days prior
to] [on] the proposed commencement of Interest Period or conversion;


 


7.                                       Other:


 


Additional Conditions
Precedent:


 


Termination Date for
Addendum:


 


Maximum Number of
Interest Periods: [___________].


 


Prepayment Notices: 
The Borrowing Subsidiary or the Company, as applicable, shall be
permitted to prepay the Local Currency Advances provided notice thereof is
given to the Local Currency Agent not later than [__]:00 a.m. ([local] time)
[on the date of such prepayment] [at least [_____] Business Days prior to the
date of such prepayment].


 


I-14





















 


SCHEDULE III


 


to Local Currency Addendum


 


OTHER PROVISIONS


 


1.                                       Borrowing
Procedures:


 


(a)
Notice of Borrowing shall be given by the Borrowing Subsidiary or the Company,
as applicable, to the Local Currency Agent as follows:


 


[__]:00 a.m. ([local]
time) [___ Business Days prior to] [on] the date of the proposed Borrowing;


 


2.                                       Funding
Arrangements:


 


Minimum amounts/increments for Local Currency
Advances, repayments and prepayments: [$_______________ with increments of
$_________]


 


3.                                       Promissory
Notes:


 


4.                                       Information
Requirements:


 


5.             Payment Office/Payment Time:


 


6.                                       Eligibility
Criteria for Local Currency Banks:


 


I-15





















 


SCHEDULE
I


 


Applicable Lending
Offices and Notice Addresses


 


CITICORP
USA, INC.


 


Notice Address:


 


Citicorp
USA, Inc.

c/o Citicorp Securities, Inc.

388 Greenwich Street

New York City, New York 10013

Attn:  Carolyn Sheridan

Telecopier No.: 212-816-8185


 


Domestic Lending Office:


 


Citicorp USA, Inc.

Bank Loan Syndications

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attn:  Lisa Rodriguez

Telecopier No.:  212-994-0961


 


 


JPMORGAN CHASE BANK


 


Notice Address:


 


JPMorgan Chase Bank

227 West Monroe Street, 27th
Floor

Chicago, Illinois  60606

Attn:  Laura Born

Telecopier No.:  312-541-3441

Confirmation No.: 312-541-3379

E-mail:  
laura_born@jpmorgan.com


 


 


Domestic Lending Office
and Eurocurrency Lending Office:


 


JPMorgan
Chase Bank

1111 Fanin, 10th Floor

Houston, TX  77002

Attn:  Danette Espinoza

Telecopier No.:  713-750-2782


 


I-1





















 


CREDIT SUISSE FIRST BOSTON


 


Notice Address:


 


Credit Suisse First Boston

Eleven Madison Avenue

New York, NY 10010

Attn. Karl Studer, Corporate Banking

Telecopier: 212-743-1894

E-Mail: karl.studer@csfb.com


 


Domestic Lending Office and Eurocurrency Lending Office:


 


Credit Suisse First
Boston

One Madison Avenue

New York, New York  10010

Attn:  Ed Markowski


and to:  Hazel Leslie

Telecopier No.:  212-538-6851

(With a copy to the Notice Address)


 


WACHOVIA BANK, NATIONAL
ASSOCIATION


 


Notice Address:


 


Wachovia Bank, National
Association

191 Peachtree Street

Mail Code GA8050

Atlanta, Georgia  30303

Attn:  Andy Welicky

Ph: 404-332-5695

Telecopier No.:  404-332-4058

E-Mail  andy.welicky@wachovia.com


 


Domestic Lending Office and Eurocurrency Lending Office:


 


Wachovia Bank, National
Association

201 South College Street

Attn:  Lekeisha Neely

Telecopier No.:  704-715-0094


 


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WELLS FARGO
BANK, NATIONAL ASSOCIATION


 


Notice Address and
Domestic Lending Office:


 


Wells
Fargo Bank, National Association

Sixth & Marquette — MAC N305-031

Minneapolis, MN 55479

Attn:  Ethel Philips

Telecopier No.:   612-667-4145

and to:  Allison Gelfman

Telecopier No.:  612-667-4145

E-Mail:  allison.s.gelfman@wellsfargo.com


 


Eurocurrency Lending
Office:


 


Wells
Fargo Bank, National Association

Sixth & Marquette — MAC N305-031

Minneapolis, MN 55479

Attn:  Ethel Philips

Telecopier No.:   612-667-4145

and to:  Allison Gelfman

Telecopier No.:  612-667-4145

E-Mail:  allison.s.gelfman@wellsfargo.com


 


ABN AMRO BANK N.V.


 


Notice Address:


 


Notices related to
commitments, covenants or extensions of facility termination date


 


ABN AMRO Bank N.V.

540 West Madison Street, 26th Floor

Chicago, IL  60661

Attn:  Credit Administration

E-Mail:  john.byrd@abnamro.com

Telecopier No.:  312-992-5111


 


ABN AMRO Bank N.V.

350 Park Avenue, 3rd Floor

New York, NY  10022

Attn:  Robert Steelman

E-Mail:  Robert.steelman@abnamro.com

Telecopier No.:  212-251-3593


 


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Notices related to
financial information and reporting requirements


 


ABN AMRO Bank N.V.

350 Park Avenue, 3rd Floor

New York, NY  10022

Attn:  Robert Steelman

E-Mail:  Robert.steelman@abnamro.com

Telecopier No.:  212-251-3593


 


Notices related to
advances, letters of credit, interest and fees


 


ABN AMRO Bank N.V.

540 West Madison Street, 21st Floor

Chicago, IL  60661


Attn:  Loan Administration

Telephone:  312-992-5150

E-Mail:  cpu.team.b@abnamro.com

Telecopier No.:  312-992-5155


 


Domestic Lending Office
and Eurocurrency Lending Office:


 


ABN AMRO Bank N.V.

540 West Madison Street, 21st Floor

Chicago, IL  60661

Attn:  Loan Administration

Telephone:  312-992-5150


E-Mail:  cpu.team.b@abnamro.com

Telecopier No.:  312-992-5155


 


BANK OF AMERICA, N.A.


 


Notice Address:

Bank of America, N.A.

100 North Tryon Street

Charlotte, North Carolina  28255-0001

Attn:  Lawrence Saunders

Telecopier No.:  704-386-1447

E-Mail: 
lawrence.saunders@bankofamerica.com


 


with a copy to:

Bank of America, N.A.

335 Madison Avenue, 5th Floor

New York, New York  10017

Attn:  Colleen Briscoe

Telecopier No.:  212-503-7878

E-Mail: 
colleen.m.briscoe@bankofamerica.com


 


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Domestic Lending Office
and Eurocurrency Lending Office:


 


Bank of America, N.A.

101 North Tryon Street

Charlotte, North Carolina  28255-0001

Attn:  Curtis Lancy

Telecopier No.:  888-969-9252


 


BARCLAYS BANK PLC


 


Notice Address:


 


Administrative Matters


Barclays Bank PLC

200 Park Avenue, 4th Floor

New York, New York  10188

Attn:  David Barton

Telecopier No.:  212-412-7511

E-Mail:  Davide.Barton@barcap.com

Operations Matters


 


Barclays Bank PLC

222 Broadway—7th Floor

New York, New York  10038

Attn:  Eddie Cotto

Telecopier No.:  212-412-5306

E-Mail:  eddie.cotto@barcap.com


 


Domestic Lending Office
and Eurocurrency Lending Office:


 


Barclays Bank PLC

200 Park Avenue

New York, New York  10188

(Notices to be addressed as specified above)


 


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