Execution
      Version      











Published CUSIP Number:
69643DAG4 

AMENDED AND RESTATED
CREDIT AGREEMENT 

Dated as of August 11,
2014

among 

PALL
CORPORATION,

as the Borrower, 

BANK OF AMERICA,
N.A.,
as Administrative Agent,
Swing Line Lender and an L/C Issuer, 

JPMORGAN CHASE BANK,
N.A.,
as Syndication Agent and
an L/C Issuer, 

and 

The Other Lenders Party
Hereto 
 

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
HSBC BANK USA, NATIONAL ASSOCIATION,
THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD.,
SUMITOMO MITSUI BANKING
CORPORATION, 
TD BANK, N.A.
and 
SUNTRUST BANK,
as
Co-Documentation Agents 
 

BANK OF AMERICA MERRILL
LYNCH,
J.P. MORGAN SECURITIES LLC,
HSBC BANK USA, NATIONAL
ASSOCIATION,
and

WELLS FARGO SECURITIES,
LLC,
as Joint Lead Arrangers
and Joint Bookrunners 











TABLE OF
CONTENTS 

	            
      			      	Page
	ARTICLE I.	       
      DEFINITIONS AND ACCOUNTING TERMS		1
	            
      	1.01        
      	Defined Terms		1
		1.02	Other Interpretive Provisions		25
		1.03	Accounting Terms		26
		1.04	Rounding		26
		1.05	Exchange Rates; Currency Equivalents		26
		1.06	Additional Alternative Currencies		26
		1.07	Change of Currency		28
		1.08	Times of Day		28
		1.09	Letter of Credit Amounts		28
	ARTICLE II.	        THE
      COMMITMENTS AND CREDIT EXTENSIONS		28
		2.01	Committed Loans		28
		2.02	Borrowings, Conversions and Continuations of
      Committed Loans		29
		2.03	Letters of Credit		31
		2.04	Swing Line Loans		39
		2.05	Prepayments		42
		2.06	Termination or Reduction of
    Commitments		43
		2.07	Repayment of Loans		43
		2.08	Interest		43
		2.09	Fees		44
		2.10	Computation of Interest and Fees		44
		2.11	Evidence of Debt		44
		2.12	Payments Generally; Administrative Agent’s
      Clawback		45
		2.13	Sharing of Payments by Lenders		47
		2.14	Cash
      Collateral		47
		2.15	Defaulting Lenders		48
		2.16	Increase in Commitments		50
	ARTICLE III.	       
      TAXES, YIELD PROTECTION AND ILLEGALITY		52
		3.01	Taxes		52
		3.02	Illegality		56
		3.03	Inability to Determine Rates		56
		3.04	Increased Costs; Reserves on Eurocurrency Rate
      Loans		57



-i- 







TABLE OF
CONTENTS
(continued)


				      	Page
	            
      	3.05        
      	Compensation for Losses		59
		3.06	Mitigation Obligations; Replacement of
      Lenders		60
		3.07	Survival		60
	ARTICLE IV.	       CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS		60
		4.01	Conditions of Initial Credit
Extension		60
		4.02	Conditions to all Credit Extensions		62
	ARTICLE V.	      
      REPRESENTATIONS AND WARRANTIES		62
		5.01	Existence, Qualification and Power; Compliance
      with Laws		62
		5.02	Authorization; No Contravention		63
		5.03	Governmental Authorization; Other
      Consents		63
		5.04	Binding Effect		63
		5.05	Financial Statements; No Material Adverse
      Effect		63
		5.06	Litigation		64
		5.07	No
      Default		64
		5.08	Ownership of Property; Liens		64
		5.09	Environmental Compliance		64
		5.10	Insurance		64
		5.11	Taxes		64
		5.12	ERISA Compliance		64
		5.13	Subsidiaries; Equity Interests		65
		5.14	Margin Regulations; Investment Company
      Act		65
		5.15	Disclosure		65
		5.16	Permits and Licenses, Etc.		65
		5.17	Labor Disputes and Acts of God		65
		5.18	Sanctions		65
		5.19	Cash
      Pool Arrangements		66
		5.20	Anti-Corruption Laws		66
	ARTICLE VI.	      
      AFFIRMATIVE COVENANTS		66
		6.01	Financial Statements		66
		6.02	Certificates; Other Information		67
		6.03	Notices		68
		6.04	Payment of Obligations		69



-ii- 







TABLE OF
CONTENTS
(continued)


				      	Page
	            
      	6.05         	Preservation of Existence, Etc.		69
		6.06	Maintenance of Properties		69
		6.07	Maintenance of Insurance		69
		6.08	Compliance with Laws		69
		6.09	Books and Records		69
		6.10	Inspection Rights		70
		6.11	Use
      of Proceeds		70
		6.12	Cash
      Pool Arrangements		70
		6.13	Anti-Corruption Laws		70
	ARTICLE VII.	        NEGATIVE
      COVENANTS		70
		7.01	Liens		70
		7.02	Investments		72
		7.03	Priority Indebtedness		73
		7.04	Fundamental Changes		73
		7.05	Dispositions		73
		7.06	Restricted Payments		74
		7.07	Change in Nature of Business		74
		7.08	Transactions with Affiliates		74
		7.09	Use
      of Proceeds		74
		7.10	Consolidated Leverage Ratio		75
		7.11	Hazardous Materials		75
		7.12	Sanctions		75
		7.13	Anti-Corruption Laws		75
	ARTICLE VIII.	        EVENTS OF DEFAULT
      AND REMEDIES		75
		8.01	Events of Default		75
		8.02	Remedies Upon Event of Default		77
		8.03	Application of Funds		77
	ARTICLE IX.	        ADMINISTRATIVE
      AGENT		78
		9.01	Appointment and Authority		78
		9.02	Rights as a Lender		79
		9.03	Exculpatory Provisions		79
		9.04	Reliance by Administrative Agent		80



-iii- 







TABLE OF
CONTENTS
(continued)


				        	Page
	            
      	9.05	Delegation of Duties		80
		9.06	Resignation of Administrative
      Agent		80
		9.07	Non-Reliance on Administrative Agent and Other
    Lenders		81
		9.08	No Other Duties, Etc.		82
		9.09	Administrative Agent May File Proofs of Claim		82
	ARTICLE X.	       
      MISCELLANEOUS		82
		10.01	Amendments, Etc.		82
		10.02	Notices; Effectiveness; Electronic
      Communication		84
		10.03	No
      Waiver; Cumulative Remedies; Enforcement		85
		10.04	Expenses; Indemnity; Damage
      Waiver		86
		10.05	Payments Set Aside		88
		10.06	Successors and Assigns		88
		10.07	Treatment of Certain Information; Confidentiality		92
		10.08	Right of Setoff		93
		10.09	Interest Rate Limitation		93
		10.10	Counterparts; Integration;
      Effectiveness		93
		10.11	Survival of Representations and Warranties		94
		10.12	Severability		94
		10.13	Replacement of Lenders		94
		10.14	Governing Law; Jurisdiction;
      Etc.		95
		10.15	Waiver of Jury Trial		96
		10.16	No Advisory or Fiduciary
      Responsibility		96
		10.17	Electronic Execution of Assignments and Certain Other
      Documents		97
		10.18	USA PATRIOT Act		97
		10.19	Judgment Currency		97
		10.20        
    	Amendment and Restatement; No
      Novation; Reallocations and Break Funding		98
	SIGNATURES	S-1		



-iv- 







	SCHEDULES
		 
	          	2.01         
      	Commitments and Applicable Percentages
		2.03	Existing Letters of Credit
		5.13	Subsidiaries
		5.19	Cash
      Pool Arrangements
		7.01	Existing Liens
		7.02	Other Investments
		7.03	Priority Indebtedness
		10.02	Administrative Agent’s Office; Certain Addresses for
      Notices
	 	 
	EXHIBITS
	 	 
		Form of
		 
		A	Committed Loan Notice
		B	Swing Line Loan Notice
		C	Note
		D	Compliance Certificate
		E	Assignment and Assumption
		F	U.S.
      Tax Compliance Certificates
		G	Lender Joinder Agreement
		H	Prepayment Notice



-v- 







AMENDED AND RESTATED
CREDIT AGREEMENT 

     This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 11, 2014, among Pall Corporation, a New York corporation (the “Borrower”), each lender from time to time party hereto (collectively, the
“Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A.,
as Administrative Agent, Swing
Line Lender and an L/C Issuer, and JPMORGAN CHASE BANK, N.A., as an L/C Issuer.


     The Borrower is party to that certain
Credit Agreement, dated as of April 11, 2013, among the Borrower, the banks and
other financial institutions from time to time parties thereto, and Bank of
America (defined below), as administrative agent (as the same may have been
amended, supplemented or otherwise modified from time to time through the date
hereof, the “Existing Credit
Agreement”).

     The Borrower has requested, and the
Lenders have agreed, to amend and restate the Existing Credit Agreement and
extend certain credit facilities to the Borrower on the terms and conditions set
forth herein. The amendment and restatement of the Existing Credit Agreement,
and the continuation of the loans and other obligations (including the Existing
Letters of Credit (defined below)) thereunder as Loans (defined below) and
Obligations (defined below) (including Letters of Credit (defined below))
hereunder, are subject to the occurrence of the Effective Date (defined below)
and the provisions of this Agreement (defined below), including the application
of Section 10.20 hereof.

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

ARTICLE I.

DEFINITIONS AND ACCOUNTING
TERMS 

     1.01 Defined Terms. As
used in this Agreement, the following terms shall have the meanings set forth
below: 

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

     “Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address
and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other
address or account with respect to such currency as the Administrative Agent may
from time to time notify to the Borrower and the Lenders. 

     “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent. 

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

     “Aggregate Commitments”
means the Commitments of all the Lenders. 

     “Agreement” means this
Credit Agreement. 

1 







     “Alternative
Currency” means each of Euro,
Sterling, Yen, Swiss Francs and each other currency (other than Dollars) that is
approved in accordance with Section 1.06. 

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

     “Alternative Currency Sublimit” means an amount equal to the lesser of the Aggregate Commitments and
$750,000,000. The Alternative Currency Sublimit is part of, and not in addition
to, the Aggregate Commitments. 

     “Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the
Borrower or any of its Subsidiaries from time to time concerning or relating to
bribery or corruption.

     “Applicable Percentage”
means with respect to any Lender at any time, the percentage (carried out to the
ninth decimal place) of the Aggregate Commitments represented by such Lender’s
Commitment at such time, subject to adjustment as provided in Section 2.15. If the commitment of each Lender to make Loans
and the obligation of each L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section
8.02 or if the Aggregate
Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable. 

     “Applicable Rate” means,
from time to time, the following percentages per annum, based upon the Debt
Rating as set forth below: 


				Eurocurrency	
				Rate +	
	Pricing	Debt Ratings	Commitment	Letters of	Base
	Level	S&P/Moody’s	Fee	Credit	Rate +
	1	A/A2
      or better	0.065%	0.875%	0.000%
	2	A-/A3	0.080%	1.000%	0.000%
	3	BBB+/Baa1	0.100%	1.125%	0.125%
	4	BBB/Baa2	0.150%	1.250%	0.250%
	5	BBB-/Baa3 or	0.200%	1.500%	0.500%
		worse			




     “Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the
“Debt Ratings”) of the Borrower’s non-credit-enhanced, senior
unsecured long-term debt; provided that (a) if the
respective Debt Ratings issued by foregoing rating agencies differ by one level,
then the Pricing Level for the higher of such Debt Ratings shall apply (with the
Debt Rating for Pricing Level 1 being the highest and the Debt Rating for
Pricing Level 5 being the lowest); (b) if there is a split in Debt Ratings of
more than one level, then the Pricing Level that is one level lower than the
Pricing Level of the higher Debt Rating shall apply; (c) if the Borrower has
only one Debt Rating, the Pricing Level that is one level lower than that of
such Debt Rating shall apply; and (d) if the Borrower does not have any Debt
Rating, Pricing Level 5 shall apply. 

2 







Initially, the Applicable
Rate shall be determined based upon the Debt Rating specified in the certificate
delivered pursuant to Section
4.01(a)(vii). Thereafter, each
change in the Applicable Rate resulting from a publicly announced change in the
Debt Rating shall be effective, in the case of an upgrade, during the period
commencing on the date of delivery by the Borrower to the Administrative Agent
of notice thereof pursuant to Section 6.03(e) and ending
on the date immediately preceding the effective date of the next such change
and, in the case of a downgrade, during the period commencing on the date of the
public announcement thereof and ending on the date immediately preceding the
effective date of the next such change. 

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

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

     “Arrangers” means MLPFS,
J.P. Morgan Securities, HSBC and Wells Fargo Securities, in their capacity as
joint lead arrangers and joint bookrunners. 

     “Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible
Assignee (with the consent of any party whose consent is required by
Section 10.06(b)), and accepted by the Administrative Agent, in
substantially the form of Exhibit
E or any other form (including
electronic documentation generated by use of an electronic platform) approved by
the Administrative Agent. 

     “Attributable Indebtedness”
means, on any date, (a) in respect of any capital lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any
Synthetic Lease Obligation, the capitalized amount of the remaining lease
payments under the relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease. 

     “Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its
Subsidiaries for the fiscal year ended July 31, 2013, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year of the Borrower and its Subsidiaries, including the
notes thereto. 

     “Availability Period” means
the period from and including the Closing Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant
to Section 2.06, and (c) the date of termination of the
commitment of each Lender to make Loans and of the obligation of each L/C Issuer
to make L/C Credit Extensions pursuant to Section 8.02. 

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

     “Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a)
the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for
such day as publicly announced from time to time by Bank of America as its
“prime rate,” and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is a
rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such prime rate
announced by Bank of America shall take effect at the opening of business on the
day specified in the public announcement of such change. 

3 







     “Base Rate Committed
Loan” means a Committed Loan that
is a Base Rate Loan. 

     “Base Rate Loan” means a
Loan that bears interest based on the Base Rate. All Base Rate Loans shall be
denominated in Dollars. 

     “Borrower” has the meaning
specified in the introductory paragraph hereto.

     “Borrower Materials” has
the meaning specified in Section
6.02. 

     “Borrowing” means a
Committed Borrowing or a Swing Line Borrowing, as the context may require.


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

     (a) if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Dollars, any fundings, disbursements, settlements and payments in
Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in
Dollars to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means any such day that is also a London Banking Day;


     (b) if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Euro, any fundings, disbursements, settlements and payments in
Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in
Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means a TARGET Day;

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

     (d) if
such day relates to any fundings, disbursements, settlements and payments in a
currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan
denominated in a currency other than Dollars or Euro, or any other dealings in
any currency other than Dollars or Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan (other than any interest
rate settings), means any such day on which banks are open for foreign exchange
business in the principal financial center of the country of such currency.


     “Capital Lease Obligations”
means that portion of any obligation of a Person as lessee under a lease (or
other similar arrangement) which at the time would be required to be capitalized
on the balance sheet of such lessee in accordance with GAAP (but excluding any
capitalized amounts in respect of an operating lease in accordance with GAAP as
in effect on the Closing Date that is recharacterized as a capital lease as a
result of a change in GAAP or interpretation thereof). 

     “Cash Collateralize” means
to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C
Obligations or obligations of the Lenders to fund participations in respect of
L/C Obligations, cash or deposit account balances or, if the Administrative
Agent and the applicable L/C Issuer shall agree in their sole discretion, other
credit support, in each case pursuant to documentation in form and substance
satisfactory to the Administrative Agent and the applicable L/C Issuer. “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include
the proceeds of such cash collateral and other credit support. 

4 







     “Cash Pool
Arrangement” means a centralized
cash pooling arrangement of any group of Subsidiaries with a Cash Pool Bank
under which such Subsidiaries make deposits with and receive advances from such
Cash Pool Bank in order to facilitate the efficient deployment of cash of such
Subsidiaries. 

     “Cash Pool Availability”
means, with respect to any Cash Pool Arrangement, the aggregate amount of cash
of Subsidiaries on deposit with the applicable Cash Pool Bank under such Cash
Pool Arrangement. 

     “Cash Pool Bank” means Bank
Mendes Gans N.V. and each other bank that is a provider of cash pooling
arrangements to the Borrower, Pall Netherlands B.V. or any of the other
Subsidiaries; provided that each such
other bank must have a long-term credit rating of BBB or better by S&P and a
long-term obligation rating of Baa2 or better by Moody’s at the time such bank
becomes a Cash Pool Bank. 

     “Cash Pool Obligations”
means, with respect to any Cash Pool Arrangement, the aggregate outstanding
amount of borrowings by the Subsidiaries under such Cash Pool Arrangement.


     “Change in Law” means the
occurrence, after the date of this Agreement, of any of the following: (a) the
adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, rule, guideline or directive (whether or not
having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives thereunder or issued in connection therewith and (y)
all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to
be a “Change in Law”, regardless of the date enacted, adopted or issued.


     “Change of Control” means
an event or series of events by which: 

     (a) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such
person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the right
to acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly
or indirectly, of 30% or more of the equity securities of the Borrower entitled
to vote for members of the board of directors or equivalent governing body of
the Borrower on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any
option right); 

     (b) during
any period of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Borrower cease to be
composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or
nomination to that board or equivalent governing body was approved by
individuals referred to in clause
(i) above constituting at the
time of such election or nomination at least a majority of that board or
equivalent governing body or (iii) whose election or nomination to that board
or other equivalent governing body was approved by individuals referred to in
clauses (i) and (ii) above constituting at
the time of such election or nomination at least a majority of that board or
equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any
individual whose initial nomination for, or assumption of office as, a member of
that board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of
one or more directors by any person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of directors);
or

5 







     (c)
any Person or two or more Persons acting in
concert shall have acquired by contract or otherwise, a controlling influence
over the management or policies of the Borrower, or control over the equity
securities of the Borrower entitled to vote for members of the board of
directors or equivalent governing body of the Borrower on a fully-diluted basis
(and taking into account all such securities that such Person or group has the
right to acquire pursuant to any option right) representing 30% or more of the
combined voting power of such securities. 

     “Closing Date” means the
first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with
Section 10.01. 

     “Code” means the Internal
Revenue Code of 1986. 

     “Commitment” means, as to
each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant
to Section 2.01, (b) purchase participations in L/C Obligations,
and (c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the Dollar amount set forth
opposite such Lender’s name on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement. 

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

     “Committed Loan” has the
meaning specified in Section
2.01. 

     “Committed Loan Notice”
means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans
from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans,
pursuant to Section
2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A or such other
form as may be approved by the Administrative Agent (including any form on an
electronic platform or electronic transmission system as shall be approved by
the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower. 

     “Compliance Certificate”
means a certificate substantially in the form of Exhibit D. 

     “Connection Income Taxes”
means Other Connection Taxes that are imposed on or measured by net income
(however denominated) or that are franchise Taxes or branch profits Taxes.


     “Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, an amount equal to Consolidated Net Income for such period plus (a) the
following to the extent deducted in calculating such Consolidated Net Income
(without duplication): (i) Consolidated Interest Charges for such period, (ii)
the provision for Federal, state, local and foreign income taxes payable by the
Borrower and its Subsidiaries for such period, (iii) depreciation and
amortization expense and (iv) other non-recurring expenses, charges or losses of
the Borrower and its Subsidiaries reducing such Consolidated Net Income which do
not represent a cash item in such period or any future period and minus (b) the
following to the extent included in calculating such Consolidated Net Income
(without duplication): (i) Federal, state, local and foreign income tax credits
of the Borrower and its Subsidiaries for such period, (ii) interest income and
(iii) all non-cash non-recurring items increasing Consolidated Net Income for
such period. 

6 







     “Consolidated Funded
Indebtedness” means, as of any
date of determination, for the Borrower and its Subsidiaries on a consolidated
basis, the sum of (a) the outstanding principal amount of all obligations,
whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, (b) all purchase money Indebtedness,
(c) all direct obligations arising under letters of credit (including standby
and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments, (d) all obligations in respect of the deferred purchase price of
property or services (other than trade accounts payable in the ordinary course
of business), (e) Attributable Indebtedness in respect of capital leases and
Synthetic Lease Obligations, (f) without duplication, all Guarantees with
respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other
than the Borrower or any Subsidiary, and (g) all Indebtedness of the types
referred to in clauses
(a) through (f)
above of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in which the Borrower or a
Subsidiary is a general partner or joint venturer, unless such Indebtedness is
expressly made non-recourse to the Borrower or such Subsidiary. Notwithstanding
the foregoing, (i) Cash Pool Obligations outstanding under any Cash Pool
Arrangement shall be deemed to constitute Consolidated Funded Indebtedness only
to the extent of the excess thereof over the Cash Pool Availability under such
arrangement; (ii) contingent obligations under undrawn letters of credit, bank
guarantees, surety bonds and similar instruments supporting trade payables,
workers’ compensation and similar obligations and other non-financial
obligations (and any financial obligations arising from the non-performance of
such non-financial obligation until such time as such financial obligation
becomes due and payable), and any Guarantee of any of the foregoing, shall not
be deemed to constitute Consolidated Funded Indebtedness; (iii) Indebtedness
under arrangements for factoring of foreign receivables shall be deemed to
constitute Consolidated Funded Indebtedness only to the extent the aggregate
uncollected amount of the receivables transferred pursuant to such arrangements
at any time exceeds $50,000,000; and (iv) if the net proceeds of the issuance
and sale of any Refinancing Notes shall be irrevocably deposited at the time of
such issuance and sale with the trustee under the New Notes Indenture for the
sole purpose of repaying amounts due in respect of the New Notes upon the
maturity or redemption thereof, then that portion of the New Notes not in excess
of the amounts so deposited shall be excluded in computing Consolidated Funded
Indebtedness until the earlier of (i) the release of such net proceeds by the
trustee and (ii) the date that is 180 days after the date of such issuance and
sale; provided further, that all
Refinancing Notes will, at all times after the issuance and sale thereof, be
included in computing Consolidated Funded Indebtedness. 

     “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated
Funded Indebtedness as of such date to (b) Consolidated
EBITDA for the period of the four fiscal quarters most recently ended;
provided that Consolidated EBITDA for this purpose shall
be calculated on a Pro Forma Basis to give effect to any acquisition (if the
total consideration for such acquisition is more than $100,000,000) or sale of a
Subsidiary or operating division thereof or of the Borrower. 

     “Consolidated Leverage Ratio Increase” has the meaning specified in Section 7.10. 

     “Consolidated Net Income”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, the net income of the Borrower and its Subsidiaries for that period.


7 







     “Consolidated Net Tangible
Assets” means, at any time,
Consolidated Tangible Assets minus all current
liabilities (excluding any thereof which are by their terms extendible or
renewable at the option of the obligor thereon to a time more than twelve months
after the time as of which the amount thereof is being computed and excluding
deferred income taxes) of the Borrower and its Subsidiaries, all as set forth in
the most recent consolidated balance sheet of the Borrower and its Subsidiaries
delivered pursuant to Section
6.01 (or, prior to any such
delivery, referred to in Section
5.05) as of such date of
determination, determined on a consolidated basis in accordance with
GAAP.

     “Consolidated Tangible Assets” means, at any time, the aggregate amount of assets (less applicable
accumulated depreciation, depletion and amortization and other reserves and
other properly deductible items) of the Borrower and its Subsidiaries
minus all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other intangible assets of the
Borrower and its Subsidiaries, all as set forth in the most recent consolidated
balance sheet of the Borrower and its Subsidiaries delivered pursuant to
Section 6.01 (or, prior to any such delivery, referred to in
Section 5.05) as of such date of determination, determined on
a consolidated basis in accordance with GAAP.

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

     “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto. 

     “Credit Extension” means
each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


     “Debt Rating” has the
meaning specified in the definition of “Applicable Rate.” 

     “Debtor Relief Laws” means
the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect. 

     “Default” means any event
or condition that constitutes an Event of Default or that, with the giving of
any notice, the passage of time, or both, would be an Event of Default.


     “Default Rate” means (a)
when used with respect to Obligations other than Letter of Credit Fees, an
interest rate equal to (i) the Base Rate plus (ii) the Applicable
Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall
be an interest rate equal to the interest rate (including any Applicable Rate)
otherwise applicable to such Loan plus 2% per annum, and (b) when used with
respect to Letter of Credit Fees, a rate equal to the Applicable Rate
plus 2% per annum. 


8 







     “Defaulting Lender” means,
subject to Section
2.15(b), any Lender that (a) has
failed to (i) fund all or any portion of its Loans within two Business Days of
the date such Loans were required to be funded hereunder unless such Lender
notifies the Administrative Agent and the Borrower in writing that such failure
is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not
been satisfied, or (ii) pay to the Administrative Agent, each L/C Issuer, the
Swing Line Lender or any other Lender any other amount required to be paid by it
hereunder (including in respect of its participation in Letters of Credit or
Swing Line Loans) within two Business Days of the date when due, (b) has
notified the Borrower, the Administrative Agent, any L/C Issuer or the Swing
Line Lender in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless
such writing or public statement relates to such Lender’s obligation to fund a
Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent,
together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three
Business Days after written request by the Administrative Agent or the Borrower,
to confirm in writing to the Administrative Agent and the Borrower that it will
comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c)
upon receipt of such written
confirmation by the Administrative Agent and the Borrower), or (d) has, or has a
direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such a capacity;
provided that a Lender shall not be a Defaulting Lender
solely by virtue of (x) the ownership or acquisition of any Equity Interest in
that Lender or any direct or indirect parent company thereof by a Governmental
Authority or (y) in the case of a solvent Lender, the precautionary appointment
of an administrator, provisional liquidator, conservator, receiver, trustee,
guardian, custodian or other similar official by a Governmental Authority or
instrumentality thereof (including a supervisory authority or regulator) under
or based on the law of the country where such Lender is subject to home
jurisdiction supervision if applicable law requires that such appointment not be
publicly disclosed, in any such case where such action does not result in or
provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its
assets or permit such Lender (or such Governmental Authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with
such Lender. Any determination by the Administrative Agent that a Lender is a
Defaulting Lender under any one or more of clauses (a) through (d) above, and of the
effective date of such status, shall be conclusive and binding absent manifest
error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.15(b)) as of the date established therefor by the
Administrative Agent in a written notice of such determination, which shall be
delivered by the Administrative Agent to the Borrower, each L/C Issuer, the
Swing Line Lender and each other Lender promptly following such determination.


     “Designated Jurisdiction”
means any country or territory to the extent that such country or territory
itself is from time to time the subject of any Sanction (at the time of this
Agreement, Cuba, Iran, North Korea, Sudan and Syria). 

     “Disposition” or
“Dispose” means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith. 

     “Dollar” and
“$” mean lawful money of the United States.


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

     “Domestic Subsidiary” means
any Subsidiary that is organized under the Laws of the United States, any state
thereof or the District of Columbia. 

9 







     “Eligible
Assignee” means any Person that
meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may
be required under Section
10.06(b)(iii)). 

     “Eligible Investments”
means (a) direct obligations of the United States of America or any governmental
agency thereof which are fully guaranteed or insured by the United States of
America; provided that such obligations mature within two years
from the date of acquisition thereof; (b) Dollar denominated time deposit
maturing within one year issued by any bank organized and existing under the
Laws of the United States of America or any state thereof and having aggregate
capital and surplus in excess of $1,000,000,000; (c) investments in any time
deposit issued by any bank with a long-term credit rating of BBB or better by
S&P and a long-term obligation rating of Baa2 or better by Moody’s made in
connection with a Cash Pool Arrangement; (d) money market mutual funds having
assets in excess of $1,000,000,000; (e) commercial paper rated not less than P-1
or A-1 or their equivalent by Moody’s or S&P, respectively; (f) tax exempt
securities of an issuer organized in the United States of America rated A or
better by Moody’s or S&P; (g) repurchase agreements entered into with any
bank, trust company or financial institution organized under the Laws of the
United States of America or any state thereof or under the Laws of Puerto Rico,
having capital and surplus in an aggregate amount not less than $1,000,000,000
and relating to any of the obligations referred to in clause (a) above; (h)
short-term investments by any Foreign Subsidiary made in the ordinary course of
its business and in accordance with the Borrower’s guidelines and procedures,
provided that the aggregate amount of such investments by
the Foreign Subsidiaries shall not exceed $50,000,000, at any one time
outstanding; (i) investments in corporate bonds or notes having maturities of
not more than five years from the date of acquisition thereof and having a
rating of at least A- or better by S&P and A3 or better by Moody’s or (j)
cash.

     “Environmental Laws” means
any and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including those related to hazardous substances or wastes,
air emissions and discharges to waste or public systems. 

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

     “Equity Interests” means,
with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the securities convertible into or exchangeable for shares of capital stock of
(or other ownership or profit interests in) such Person or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or such
other interests), and all of the other ownership or profit interests in such
Person (including partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of determination. 

     “ERISA” means the Employee
Retirement Income Security Act of 1974. 

10







     “ERISA Affiliate” means any
trade or business (whether or not incorporated) under common control with the
Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections
414(m) and (o) of the Code for purposes of provisions relating to Section 412 of
the Code). 

     “ERISA Event” means (a) a
Reportable Event with respect to a Pension Plan; (b) the withdrawal of the
Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which such entity was a “substantial employer” as
defined in Section 4001(a)(2) of ERISA or a cessation of operations that is
treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer
Plan or notification that a Multiemployer Plan is in reorganization; (d) the
filing of a notice of intent to terminate, the treatment of a Pension Plan
amendment as a termination under Section 4041 or 4041A of ERISA; (e) the
institution by the PBGC of proceedings to terminate a Pension Plan; (f) any
event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan;
(g) the determination that any Pension Plan is considered an at-risk plan or a
plan in endangered or critical status within the meaning of Sections 430, 431
and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate. 

     “Euro” and “€”
mean the single currency of the Participating Member States. 

     “Eurocurrency Rate” means:


     (a) for any Interest Period with
respect to any Credit Extension denominated in a LIBOR Quoted Currency, the rate
per annum equal to the greater of (i) 0% and (ii) (A) the London Interbank
Offered Rate, as published on the applicable Bloomberg screen
page (or such other comparable commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for deposits in the relevant currency (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period or (B) if such published rate is not available at such time
for any reason, a comparable or successor rate which rate is approved by the
Administrative Agent and reported to the Borrower (collectively,
“LIBOR”); 

     (b) with respect to a Credit
Extension denominated in any Non-LIBOR Quoted Currency, the rate per annum as
designated with respect to such Alternative Currency at the time such
Alternative Currency is approved by the Administrative Agent and the Lenders
pursuant to Section 1.06
(a); and 

     (c) for any interest rate
calculation with respect to a Base Rate Loan on any date, the rate per annum
equal to LIBOR, at approximately 11:00 a.m., London time determined two London
Banking Days prior to such date for Dollar deposits being delivered in the
London interbank market for a term of one month commencing that day; 

provided that to the extent a comparable or successor rate
is approved by the Administrative Agent and reported to the Borrower in
connection with any rate set forth in this definition, the approved rate shall
be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not
administratively feasible for the Administrative Agent, such approved rate shall
be applied in a manner (x) as otherwise reasonably determined by the
Administrative Agent and (y) that is consistent with the manner in which the
Administrative Agent is applying such rate to similarly situated borrowers.


11 







     “Eurocurrency Rate Loan”
means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate”.
Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative
Currency. All Committed Loans denominated in an Alternative Currency must be
Eurocurrency Rate Loans. 

     “Event of Default” has the
meaning specified in Section
8.01. 

     “Excluded Taxes” means any
of the following Taxes imposed on or with respect to any Recipient or required
to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on
or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being
organized under the laws of, or having its principal office or, in the case of
any Lender, its Lending Office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes,
(b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable
interest in a Loan or Commitment pursuant to a law in effect on the date on
which (i) such Lender acquires such interest in the Loan or Commitment (other
than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office,
except in each case to the extent that, pursuant to Section 3.01(a)(ii) or Section 3.01(c), amounts
with respect to such Taxes were payable either to such Lender’s assignor
immediately before such Lender became a party hereto or to such Lender
immediately before it changed its Lending Office, (c) Taxes attributable to such
Recipient’s failure or inability to comply with Section 3.01(e) (other than as a result of a Change in Law) and
(d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

     “Existing Credit Agreement”
has the meaning assigned to such term in the introductory paragraphs hereto.


     “Existing Letters of Credit” means those letters of credit issued by an L/C Issuer prior to the
Closing Date for the account of the Borrower or any of its Subsidiaries and
identified on Schedule
2.03. 

     “FASB ASC” means the
Accounting Standards Codification of the Financial Accounting Standards Board.


     “FATCA” means Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable and not materially more
onerous to comply with), any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section
1471(b)(1) of the Code. 

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


     “Fee Letters” means,
collectively, (a) the letter agreement, dated July 15, 2014, among the Borrower,
Bank of America, MLPFS and J.P. Morgan Securities, (b) the letter agreement,
dated July 15, 2014, among the Borrower, Bank of America and MLPFS, (c) the
letter agreement, dated July 15, 2014, among the Borrower, JPMorgan and J.P.
Morgan Securities, (d) the letter agreement, dated July 15, 2014, among the
Borrower and HSBC and (e) the letter agreement, dated July 15, 2014, among the
Borrower, Wells Fargo Bank and Wells Fargo Securities.

12







     “Foreign Lender” means,
with respect to the Borrower, (a) if the Borrower is a U.S. Person, a Lender
that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a
Lender that is resident or organized under the laws of a jurisdiction other than
that in which the Borrower is resident for tax purposes. For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction. 

     “Foreign Subsidiary” means
any Subsidiary that is organized under the Laws of a jurisdiction other than the
United States, a State thereof or the District of Columbia. 

     “FRB” means the Board of
Governors of the Federal Reserve System of the United States. 

     “Fronting Exposure” means,
at any time there is a Defaulting Lender, (a) with respect to each L/C Issuer,
such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all
outstanding L/C Obligations owing to such L/C Issuer other than L/C Obligations
as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders or Cash Collateralized in accordance with the terms
hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s
Applicable Percentage of Swing Line Loans other than Swing Line Loans as to
which such Defaulting Lender’s participation obligation has been reallocated to
other Lenders in accordance with the terms hereof. 

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

     “GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants, statements and pronouncements of the Financial
Accounting Standards Board, and accounting standard updates and codification,
including those set forth in FASB ASC Topic 105, or such other principles as may
be approved by a significant segment of the accounting profession in the United
States, that are applicable to the circumstances as of the date of
determination, consistently applied. 

     “Governmental Authority”
means the government of the United States or any other nation, or of any
political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supranational bodies such as the European Union or the European Central Bank).


     “Guarantee” means, as to
any Person, (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other obligation of
the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien). The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The term
“Guarantee” as a verb has a corresponding meaning.

13 







     “Hazardous Materials” means
all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law. 

     “HSBC” means HSBC Bank USA,
National Association and its successors.

     “Indebtedness” means, as to
any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with GAAP:


     (a) all obligations of such
Person for borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments; 

     (b) all direct or contingent
obligations of such Person arising under letters of credit (including standby
and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments; 

     (c) net obligations of such
Person under any Swap Contract; 

     (d) all obligations of such
Person to pay the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business and, in each case, not
past due for more than 60 days after the date on which such trade account
payable was created); 

     (e) indebtedness (excluding
prepaid interest thereon) secured by a Lien on property owned or being purchased
by such Person (including indebtedness arising under conditional sales or other
title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse; 

     (f) Capital Lease Obligations and
Synthetic Lease Obligations; 

     (g) any obligation of such Person
(whether at the request of the holder or otherwise) to purchase, redeem, retire,
defease or otherwise acquire, in each case prior to the date that is 91 days
after the Maturity Date, any Equity Interest in such Person, valued, in the case
of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid
dividends; and 

     (h) all Guarantees of such Person
in respect of any of the foregoing. 

     For all purposes hereof, the Indebtedness
of any Person shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company) in which such Person is a general partner or a joint venturer, unless
such Indebtedness is expressly made non-recourse to such Person. The amount of
any net obligation under any Swap Contract on any date shall be deemed to be the
Swap Termination Value thereof as of such date. The amount of any capital lease
or Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

14 







     “Indemnified Taxes” means
(a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment
made by or on account of any obligation of the Borrower under any Loan Document
and (b) to the extent not otherwise described in clause (a), Other Taxes. 

     “Indemnitees” has the
meaning specified in Section
10.04(b). 

     “Information” has the
meaning specified in Section
10.07. 

     “Interest Payment Date”
means, (a) as to any Loan other than a Base Rate Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date. 

     “Interest Period” means as
to each Eurocurrency Rate Loan, the period commencing on the date such
Eurocurrency Rate Loan is disbursed or converted to or continued as a
Eurocurrency Rate Loan and ending on the date one, two, three or six months
thereafter, as selected by the Borrower in its Committed Loan Notice, or such
other period that is twelve months or less requested by the Borrower and
consented to by all the Lenders; provided that: 

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

     (ii) any Interest Period
pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period; and


     (iii) no Interest Period shall
extend beyond the Maturity Date. 

     “Investment” means, as to
any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of capital stock or
other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any
partnership or joint venture interest in such other Person and any arrangement
pursuant to which the investor Guarantees Indebtedness of such other Person, or
(c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment, but reduced by all returns of
principal or capital received on or prior to the date of determination
(including all cash dividends, cash distributions and cash repayments in the
nature of a return of principal or capital). 

     “IRS” means the United
States Internal Revenue Service. 

15 







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

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

     “JPMorgan” means JPMorgan
Chase Bank, N.A. and its successors.

     “J.P. Morgan Securities”
means J.P. Morgan Securities LLC and its successors.

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

     “L/C Advance” means, with
respect to each Lender, such Lender’s funding of its participation in any L/C
Borrowing in accordance with its Applicable Percentage. All L/C Advances shall
be denominated in Dollars. 

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

     “L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof. 

     “L/C Issuer” means (i) Bank
of America in its capacity as issuer of Letters of Credit hereunder, (ii)
JPMorgan, in its capacity as issuer of Letters of Credit hereunder, and (iii)
any successor issuer of Letters of Credit hereunder. 

     “L/C Obligations” means, as
at any date of determination, the aggregate amount available to be drawn under
all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing
the amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any amount
may still be drawn thereunder by reason of the operation of Rule 3.14 of the
ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn. 

     “Lender” has the meaning
specified in the introductory paragraph hereto and, unless the context requires
otherwise, includes the Swing Line Lender. 

     “Lending Office” means, as
to any Lender, the office or offices of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent
which office may include any Affiliate of such Lender or any domestic or foreign
branch of such Lender or such Affiliate, provided that in each case the
inclusion of any such Affiliate or branch does not result in any additional or
increased cost to the Borrower relative to the prior Lending Office. Unless the
context otherwise requires each reference to a Lender shall include its
applicable Lending Office.

16 







     “Letter of Credit” means
any standby letter of credit issued hereunder providing for the payment of cash
upon the honoring of a presentation thereunder and shall include the Existing
Letters of Credit. Letters of Credit may be issued in Dollars or in an
Alternative Currency. 

     “Letter of Credit Application” means an application and agreement for the issuance or amendment of a
Letter of Credit in the form from time to time in use by the applicable L/C
Issuer. 

     “Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in
effect (or, if such day is not a Business Day, the next preceding Business Day).


     “Letter of Credit Fee” has
the meaning specified in Section
2.03(h). 

     “Letter of Credit Sublimit”
means an amount equal to $100,000,000. The Letter of Credit Sublimit is
part of, and not in addition to, the Aggregate Commitments. 

     “LIBOR” has the meaning
specified in the definition of Eurocurrency Rate. 

     “LIBOR Quoted Currency”
means each of the following currencies: Dollars; Euro; Sterling; Yen; and Swiss
Franc; in each case as long as there is a published LIBOR rate with respect
thereto. 

     “Lien” means any mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect
as any of the foregoing). 

     “Limited Recourse Carve-Outs” means customary carve-outs to non-recourse Indebtedness for personal
recourse of the Borrower and Subsidiaries (other than the applicable
Securitization Finance Subsidiary as to which such Indebtedness may be full
recourse) for fraud, misrepresentation, misapplication of cash, waste,
environmental claims and liabilities and other circumstances customarily
excluded by lenders from exculpation provisions and/or included in separate
indemnification agreements in non-recourse financings, including related
representations, warranties and covenants, all as determined by the Borrower in
good faith.

     “Loan” means an extension
of credit by a Lender to a Borrower under Article II in the form of
a Committed Loan or a Swing Line Loan. 

     “Loan Documents” means this
Agreement, each Note, each Issuer Document, any agreement creating or perfecting
rights in Cash Collateral pursuant to the provisions of Section 2.14 and the Fee Letters. 

     “London Banking Day” means
any day on which dealings in Dollar deposits are conducted by and between banks
in the London interbank Eurodollar market. 

     “Material Acquisition”
means a Permitted Acquisition in which the total consideration exceeds
$100,000,000. 

     “Material Adverse Effect”
means (a) a material adverse change in, or a material adverse effect on, the
results of operations, business, properties, liabilities or financial condition
of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment
of the rights and remedies of the Administrative Agent or any Lender under any
Loan Document; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Borrower of any Loan Document to
which it is a party.

17 







     “Maturity Date” means
August 11, 2019; provided, however, that if
such date is not a Business Day, the Maturity Date shall be the next preceding
Business Day. 

     “Minimum Collateral Amount”
means, at any time, (i) with respect to Cash Collateral consisting of cash or
deposit account balances provided to reduce or eliminate Fronting Exposure
during the existence of a Defaulting Lender, an amount equal to 102% of the
Fronting Exposure of the applicable L/C Issuer with respect to Letters of Credit
issued and outstanding at such time, (ii) with respect to Cash Collateral
consisting of cash or deposit account balances provided in accordance with the
provisions of Section
2.14(a)(i), (a)(ii) or (a)(iii), an amount equal
to 102% of the Outstanding Amount of all LC Obligations, and (iii) otherwise, an
amount determined by the Administrative Agent and the applicable L/C Issuer in
their sole discretion. 

     “MLPFS” means Merrill
Lynch, Pierce, Fenner & Smith Incorporated and its successors. 

     “Moody’s” means Moody’s
Investors Service, Inc. and any successor thereto. 

     “Multiemployer Plan” means
any employee benefit plan of the type described in Section 4001(a)(3) of ERISA,
to which the Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been
obligated to make contributions. 

     “Multiple Employer Plan”
means a Plan which has two or more contributing sponsors (including the Borrower
or any ERISA Affiliate) at least two of whom are not under common control, as
such a plan is described in Section 4064 of ERISA. 

     “New Notes” means the $375
million of the Borrower’s 5.00% Senior Notes due 2020 issued by the Borrower
pursuant to the New Notes Indenture. 

     “New Notes Indenture” means
the Indenture dated as of June 15, 2010, by and among the Borrower and The Bank
of New York Mellon, as Trustee, together with the Borrower Order dated as of
June 18, 2010, issued in connection with the New Notes and executed by the chief
financial officer of the Borrower. 

     “New Notes Trustee” means,
at any time, the trustee under the New Notes Indenture at such time. 

     “Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (i)
requires the approval of all Lenders or all affected Lenders in accordance with
the terms of Section
10.01 and (ii) has been approved
by the Required Lenders. 

     “Non-Defaulting Lender”
means, at any time, each Lender that is not a Defaulting Lender at such time.


     “Non-LIBOR Quoted Currency”
means any currency other than a LIBOR Quoted Currency. 

     “Note” means a promissory
note made by the Borrower in favor of a Lender evidencing Loans made by such
Lender to the Borrower, substantially in the form of Exhibit C. 

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

18 







     “OFAC” means the Office of
Foreign Assets Control of the United States Department of the Treasury.


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

     “Other Connection Taxes”
means, with respect to any Recipient, Taxes imposed as a result of a present or
former connection between such Recipient and the jurisdiction imposing such Tax
(other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under,
received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an
interest in any Loan or Loan Document). 

     “Other Taxes” means all
present or future stamp, court or documentary, intangible, recording, filing or
similar Taxes that arise from any payment made under, from the execution,
delivery, performance, enforcement or registration of, from the receipt or
perfection of a security interest under, or otherwise with respect to, any Loan
Document, except any such Taxes that are Other Connection Taxes imposed with
respect to an assignment (other than an assignment made pursuant to
Section 3.06). 

     “Outstanding Amount” means
(i) with respect to Committed Loans on any date, the Dollar Equivalent amount of
the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of such Committed Loans occurring on
such date; (ii) with respect to Swing Line Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of such Swing Line Loans occurring on such date; and
(iii) with respect to any L/C Obligations on any date, the Dollar Equivalent
amount of the aggregate outstanding amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed
Amounts. 

     “Overnight Rate” means, for
any day, (a) with respect to any amount denominated in Dollars, the greater of
(i) the Federal Funds Rate and (ii) an overnight rate determined by the
Administrative Agent, an L/C Issuer, or the Swing Line Lender, as the case may
be, in accordance with banking industry rules on interbank compensation, and (b)
with respect to any amount denominated in an Alternative Currency, the rate of
interest per annum at which overnight deposits in the applicable Alternative
Currency, in an amount approximately equal to the amount with respect to which
such rate is being determined, would be offered for such day by a branch or
Affiliate of Bank of America in the applicable offshore interbank market for
such currency to major banks in such interbank market. 

     “Participant” has the
meaning specified in Section
10.06(d). 

19 







     “Participating Member State” means any member state of the European Union that has the Euro as its
lawful currency in accordance with legislation of the European Union relating to
Economic and Monetary Union. 

     “Participant Register” has
the meaning specified in Section
10.06(d). 

     “PBGC” means the Pension
Benefit Guaranty Corporation. 

     “Pension Plan” means any
employee pension benefit plan (including a Multiple Employer Plan or a
Multiemployer Plan) that is maintained or is contributed to by the Borrower and
any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to
the minimum funding standards under Section 412 of the Code. 

     “Permitted Acquisition”
means an acquisition (whether pursuant to an acquisition of Equity Interests,
assets or otherwise) by the Borrower or any of its Subsidiaries from any Person
or Persons of a business that is substantially similar, or substantially related
or incidental to, any line of business conducted by the Borrower and/or its
Subsidiaries on the date hereof, in each case so long as the following
conditions are satisfied: (a) the acquisition shall have been approved by the
board of directors or other appropriate governing body of the Person whose
business is to be acquired; (b) immediately before and after giving effect to
such acquisition, no Default shall have occurred and be continuing or would
result therefrom; (c) if the acquisition is of Equity Interests of a Person,
such Person becomes a Subsidiary of the Borrower; and (d) the Borrower shall
deliver to the Administrative Agent a certification that the Consolidated
Leverage Ratio (with Consolidated EBITDA calculated on a Pro Forma Basis to give
effect to the consummation of such acquisition and any related Disposition, and
calculated to give pro
forma effect to any incurrence
and/or repayment of Indebtedness in connection therewith) shall not exceed the
level required by Section
7.10, which such certification
shall, if such acquisition is a Material Acquisition, be accompanied by a
certificate showing the computation thereof, for the period of four full fiscal
quarters immediately preceding such acquisition for which financial statements
have been delivered pursuant to the terms hereof (prepared in good faith and in
a manner and using a methodology which is consistent with the most recent
financial statements delivered pursuant to Section 6.01 or, prior to the delivery of any such financial
statements, the financial statements referred to in Section 5.05); provided that if such acquisition is a Material
Acquisition with respect to which the Borrower is effectuating a Consolidated
Leverage Ratio Increase, then the Consolidated Leverage Ratio required to be
satisfied pursuant to this clause
(d) shall be determined as if
such Consolidated Leverage Ratio Increase was in effect as of the last day of
the four fiscal quarter period being utilized for such measurement.

     “Permitted Liens” has the
meaning specified in Section
7.01. 

     “Permitted Securitization Financing” shall mean Indebtedness incurred by a Securitization Finance Subsidiary
in connection with the securitization of receivables assigned to it by its
direct parent; provided that (a) the
Indebtedness in respect of any such financing shall not be directly or
indirectly Guaranteed by, or directly or indirectly collateralized by (or
otherwise have recourse to (other than with respect to Limited Recourse
Carve-Outs)) any of the assets of, the Borrower or any Subsidiary other than
such Securitization Finance Subsidiary and any Subsidiary of such Securitization
Finance Subsidiary, and (b) neither the Borrower nor any Subsidiary other than
such Securitization Finance Subsidiary and any Subsidiary of such Securitization
Finance Subsidiary shall provide any other direct or indirect credit support of
any kind in respect of such Indebtedness. 

     “Person” means any natural
person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity.


20 







     “Plan” means any employee
benefit plan within the meaning of Section 3(3) of ERISA (including a Pension
Plan), maintained for employees of the Borrower or any ERISA Affiliate or any
such Plan to which the Borrower or any ERISA Affiliate is required to contribute
on behalf of any of its employees. 

     “Platform” has the meaning
specified in Section
6.02. 

     “Priority Indebtedness”
means the sum, without duplication, for the Borrower and its Subsidiaries, of
(a) all Indebtedness secured by any consensual Lien on any assets of the
Borrower or any Subsidiary, (b) all Indebtedness referred to in clause (f) of the definition of “Indebtedness”, (c) all Indebtedness of the
Subsidiaries (other than Indebtedness owed to the Borrower or another
Subsidiary) and (d) all Sale-Leaseback Transactions; provided, that Priority Indebtedness shall not include (i) Cash Pool Obligations
under any Cash Pool Arrangement to the extent, and for so long as, such
obligations do not exceed the Cash Pool Availability under such Cash Pool
Arrangement, (ii) any Indebtedness under arrangements for factoring of foreign
receivables to the extent the aggregate uncollected amount of the receivables
transferred pursuant to such arrangements does not exceed $50,000,000, (iii)
contingent obligations under undrawn letters of credit, bank guarantees, surety
bonds and similar instruments supporting trade payables, workers’ compensation
and similar obligations and other non-financial obligations, and (iv) Permitted
Securitization Financings.

     “Pro Forma Basis” means,
with respect to the determination of Consolidated EBITDA for purposes of
compliance with the Consolidated Leverage Ratio hereunder for any purpose,
compliance therewith after giving effect to any acquisition or any Disposition
of a Subsidiary or operating entity, in each case for which historical financial
statements for the relevant period are available “(including pro forma
adjustments arising out of events which are directly attributable to such
acquisition or Disposition, are factually supportable and expected to have a
continuing impact, including cost savings resulted from headcount reductions,
facility closings or similar restructurings, in each case to the extent such
adjustments or savings (a) would be permitted to be reflected in pro forma
financial information complying with the requirements of GAAP and Article 11 of
Regulation S-X under the Securities Act of 1933, as amended, as interpreted by
the SEC, and as certified by a Responsible Officer of the Borrower or (b) have
been realized or for which the steps necessary for realization have been taken
and as certified by a Responsible Officer of the Borrower) using, for purposes
of determining such compliance, the historical financial statements of all
entities or assets so acquired or Disposed and the consolidated financial
statements of the Borrower and its Subsidiaries, which shall be reformulated as
if such acquisition or Disposition, and all other acquisitions or Dispositions
that have been consummated during the period had been consummated at the
beginning of such period. 

     “Public Lender” has the
meaning specified in Section
6.02. 

     “Recipient” means the
Administrative Agent, any Lender, any L/C Issuer or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder.


     “Refinancing Notes” means
any bonds, notes or other debt instruments of the Borrower issued and sold for
the purpose of refinancing the New Notes. 

     “Register” has the meaning
specified in Section
10.06(c). 

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


     “Reportable Event” means
any of the events set forth in Section 4043(c) of ERISA, other than events for
which the 30 day notice period has been waived. 

21 







     “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of
Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (c) with respect to a Swing Line
Loan, a Swing Line Loan Notice. 

     “Required Lenders” means,
at any time, Lenders having Total Credit Exposures representing more than 50% of
the Total Credit Exposures of all Lenders. The Total Credit Exposure of any
Defaulting Lender shall be disregarded in determining Required Lenders at any
time; provided that, the amount of any participation in any Swing Line Loan and
Unreimbursed Amounts that such Defaulting Lender has failed to fund that have
not been reallocated to and funded by another Lender shall be deemed to be held
by the Lender that is the Swing Line Lender or the applicable L/C Issuer, as the
case may be, in making such determination. 

     “Responsible Officer” means
the chief executive officer, president, chief financial officer, treasurer,
assistant treasurer or controller of the Borrower and solely for purposes of the
delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of the
Borrower and, solely for purposes of notices given pursuant to Article II, any
other officer or employee of the Borrower so designated by any of the foregoing
officers in a notice to the Administrative Agent. Any document delivered
hereunder that is signed by a Responsible Officer of the Borrower shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of the Borrower and such Responsible
Officer shall be conclusively presumed to have acted on behalf of the Borrower.


     “Restricted Payment” has
the meaning set forth in Section 7.06. 

     “Revaluation Date” means
(a) with respect to any Loan, each of the following: (i) each date of a
Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency,
(ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an
Alternative Currency pursuant to Section 2.02, and (iii)
such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of issuance of a Letter of Credit
denominated in an Alternative Currency, (ii) each date of an amendment of any
such Letter of Credit having the effect of increasing the amount thereof, (iii)
each date of any payment by the applicable L/C Issuer under any Letter of Credit
denominated in an Alternative Currency, (iv) in the case of all Existing Letters
of Credit denominated in Alternative Currencies, the Closing Date, and
(v) such additional dates as the Administrative Agent
or the applicable L/C Issuer shall determine or the Required Lenders shall
require. 

     “Revolving Credit Exposure”
means, as to any Lender at any time, the aggregate Outstanding Amount at such
time of its Committed Loans and the aggregate Outstanding Amount of such
Lender’s participation in L/C Obligations and Swing Line Loans at such time.


     “S&P” means Standard
& Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies,
Inc. and any successor thereto. 

     “Sale-Leaseback Transaction” means any arrangement whereby the Borrower or a Subsidiary shall sell
or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and, as part of such arrangement, rent
or lease such property or other property that it intends to use for
substantially the same purpose or purposes as the property sold or transferred.
The amount of any Sale-Leaseback Transaction as of any date shall be deemed to
be the amount of Attributable Indebtedness in respect thereof as of such
date.

     “Same Day Funds” means (a)
with respect to disbursements and payments in Dollars, immediately available
funds, and (b) with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be determined by the Administrative
Agent or an L/C Issuer, as the case may be, to be customary in the place of
disbursement or payment for the settlement of international banking transactions
in the relevant Alternative Currency.

22 







     “Sanction(s)” means any
international economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by the United States Government
(including without limitation, OFAC), the United Nations Security Council, the
European Union, Her Majesty’s Treasury or other relevant sanctions authority.


     “SEC” means the Securities
and Exchange Commission, or any Governmental Authority succeeding to any of its
principal functions. 

     “Securitization Finance Subsidiary” means a Subsidiary that is created or acquired after the Closing Date
and that is a borrower with respect to a Permitted Securitization
Financing.

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

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

     “Sterling” and
“£” mean the lawful currency of the United Kingdom.


     “Subsidiary” of a Person
means a corporation, partnership, joint venture, limited liability company or
other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by
reason of the happening of a contingency) are at the time beneficially owned, or
the management of which is otherwise controlled, directly, or indirectly through
one or more intermediaries, or both, by such Person. Unless otherwise specified,
all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of the Borrower. 

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


23 








     “Swap Termination Value”
means, in respect of any one or more Swap Contracts, after taking into account
the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced in
clause (a), the amount(s) determined as the mark-to-market value(s) for such
Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts
(which may include a Lender or any Affiliate of a Lender). 

     “Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04. 

     “Swing Line Lender” means
Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder. 

     “Swing Line Loan” has the
meaning specified in Section
2.04(a). 

     “Swing Line Loan Notice”
means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in
the form of Exhibit
B or such other form as approved
by the Administrative Agent (including any form on an electronic platform or
electronic transmission system as shall be approved by the Administrative
Agent), appropriately completed and signed by a Responsible Officer of the
Borrower. 

     “Swing Line Sublimit” means
an amount equal to the lesser of (a) $125,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of,
and not in addition to, the Aggregate Commitments. 

     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the
use or possession of property creating obligations that do not appear on the
balance sheet of such Person but which, upon the insolvency or bankruptcy of
such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment). 

     “TARGET2” means the
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilizes a single shared platform and which was launched on
November 19, 2007. 

     “TARGET Day” means any day
on which TARGET2 (or, if such payment system ceases to be operative, such other
payment system, if any, determined by the Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro. 

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

     “Threshold Amount”
means $50,000,000. 

     “Total Credit Exposure”
means, as to any Lender at any time, the unused Commitments and Revolving Credit
Exposure of such Lender at such time. 

24 








     “Total
Outstandings” means the aggregate
Outstanding Amount of all Loans and all L/C Obligations. 

     “Transactions” means the
execution, delivery and performance by the Borrower of the Loan Documents, the
borrowing of Loans and the issuance of Letters of Credit hereunder. 

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

     “UCP” means, with respect
to any Letter of Credit, the Uniform Customs and Practice for Documentary
Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such
later version thereof as may be in effect at the time of issuance). 

     “United States” and
“U.S.” mean the United States of America. 

     “Unreimbursed Amount” has
the meaning specified in Section
2.03(c)(i). 

     “U.S. Person” means any
Person that is a “United States Person” as defined in Section 7701(a)(30) of the
Code. 

     “US Subsidiary” means any
Subsidiary that is organized under the Laws of the United States of America, any
State thereof or the District of Columbia.

     “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

     “Wells Fargo Bank” means
Wells Fargo Bank, National Association and its successors.

     “Wells Fargo Securities”
means Wells Fargo Securities, LLC and its successors.

     “Yen” and “¥”
mean the lawful currency of Japan. 

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

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

25 







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

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

     1.03 Accounting
Terms. (a) Generally. All references to GAAP in this Agreement shall be deemed to be subject
to the provisions of this Section
1.03. All accounting terms not
specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise
specifically prescribed herein. Notwithstanding the foregoing, for purposes of
determining compliance with any covenant (including the computation of any
financial covenant) contained herein, Indebtedness of the Borrower and its
Subsidiaries shall be deemed to be carried at 100% of the outstanding principal
amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial
liabilities shall be disregarded. 

     (b)
Changes in GAAP. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (A) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (B) the
Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in
GAAP.

     1.04 Rounding. Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number). 

     1.05 Exchange Rates;
Currency Equivalents. (a)
The Administrative Agent or the applicable L/C Issuer, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts
denominated in Alternative Currencies. Such Spot Rates shall become effective as
of such Revaluation Date and shall be the Spot Rates employed in converting any
amounts between the applicable currencies until the next Revaluation Date to
occur. Except for purposes of financial statements delivered by the Borrower
hereunder or calculating financial covenants hereunder or except as otherwise
provided herein, the applicable amount of any currency (other than Dollars) for
purposes of the Loan Documents shall be such Dollar Equivalent amount as so
determined by the Administrative Agent or an L/C Issuer, as applicable.


26 







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


     (c) The Administrative Agent does
not warrant, nor accept responsibility, nor shall the Administrative Agent have
any liability with respect to the administration, submission or any other matter
related to the rates in the definition of “Eurocurrency Rate” or with respect to
any comparable or successor rate thereto.

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

     (b) Any such request shall be
made to the Administrative Agent not later than 11:00 a.m., 20 Business Days
prior to the date of the desired Credit Extension (or such other time or date as
may be agreed by the Administrative Agent and, in the case of any such request
pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole
discretion). In the case of any such request pertaining to Eurocurrency Rate
Loans, the Administrative Agent shall promptly notify each Lender thereof; and
in the case of any such request pertaining to Letters of Credit, the
Administrative Agent shall promptly notify the applicable L/C Issuer thereof.
Each Lender (in the case of any such request pertaining to Eurocurrency Rate
Loans) or the applicable L/C Issuer (in the case of a request pertaining to
Letters of Credit) shall notify the Administrative Agent, not later than 11:00
a.m., ten Business Days after receipt of such request whether it consents, in
its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of
Letters of Credit, as the case may be, in such requested currency. 

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

27 







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



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

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

     1.08 Times of
Day. Unless otherwise
specified, all references herein to times of day shall be references to Eastern
time (daylight or standard, as applicable). 

     1.09 Letter of Credit
Amounts. Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the Dollar Equivalent of the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the
terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit
shall be deemed to be the Dollar Equivalent of the maximum stated amount of such
Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time. 

ARTICLE II.

THE COMMITMENTS AND CREDIT
EXTENSIONS 

     2.01 Committed
Loans. Subject to the terms
and conditions set forth herein, each Lender severally agrees to make loans
(each such loan, a “Committed
Loan”) to the Borrower in Dollars
or in one or more Alternative Currencies from time to time, on any Business Day
during the Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed
Borrowing, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed
such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all
Committed Loans and Letters of Credit denominated in Alternative Currencies
shall not exceed the Alternative Currency Sublimit. Within the limits of each
Lender’s Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01, prepay under
Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or
Eurocurrency Rate Loans, as further provided herein. 

28 







     2.02 Borrowings,
Conversions and Continuations of Committed Loans. 

     (a) Each Committed Borrowing,
each conversion of Committed Loans from one Type to the other, and each
continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s
irrevocable notice to the Administrative Agent, which may be given by (A)
telephone or (B) a Committed Loan Notice; provided that any telephonic notice
must be confirmed immediately by delivery to the Administrative Agent of
a Committed Loan Notice. Each such Committed Loan Notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans denominated in Dollars or of any conversion of
Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans,
(ii) four Business Days (or five Business Days in the case of a Special Notice
Currency) prior to the
requested date of any Borrowing or continuation of Eurocurrency Rate Loans
denominated in Alternative Currencies, and (iii) on the requested date of any
Borrowing of Base Rate Committed Loans; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having
an Interest Period other than one, two, three or six months in duration as
provided in the definition of “Interest Period,” the applicable notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) four Business
Days prior to the requested date of such Borrowing, conversion or continuation
of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days
(or six Business days in the case of a Special Notice Currency) prior to the
requested date of such Borrowing, conversion or continuation of Eurocurrency
Rate Loans denominated in Alternative Currencies, whereupon the Administrative
Agent shall give prompt notice to the Lenders of such request and determine
whether the requested Interest Period is acceptable to all of them. Not later
than 11:00 a.m., (i) three Business Days before the requested date of such
Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in
Dollars, or (ii) four Business Days (or five Business days in the case of a
Special Notice Currency) prior to the requested date of such Borrowing,
conversion or continuation of Eurocurrency Rate Loans denominated in Alternative
Currencies, the Administrative Agent shall notify the Borrower (which notice may
be by telephone) whether or not the requested Interest Period has been consented
to by all the Lenders. Each Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof (or the Alternative Currency Equivalent
thereof). Except as provided in Sections 2.03(c) and
2.04(c), each Committed Borrowing of or conversion to
Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify
(i) whether the Borrower is requesting a Committed Borrowing, a conversion of
Committed Loans from one Type to the other, or a continuation of Eurocurrency
Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, (v) if applicable, the duration of the Interest Period with
respect thereto, and (vi) the currency of the Committed Loans to be borrowed. If
the Borrower fails to specify a currency in a Committed Loan Notice requesting a
Borrowing, then the Committed Loans so requested shall be made in Dollars. If
the Borrower fails to specify a Type of Committed Loan in a Committed Loan
Notice or if the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Committed Loans shall be made as, or
converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of
Committed Loans denominated in an Alternative Currency, such Loans shall be
continued as Eurocurrency Rate Loans in their original currency with an Interest
Period of one month. Any automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurocurrency Rate Loans in any such
Committed Loan Notice, but fails to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month. No Committed Loan may
be converted into or continued as a Committed Loan denominated in a different
currency, but instead must be prepaid in the original currency of such Committed
Loan and reborrowed in the other currency. 

29 







     (b) Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount (and
currency) of its Applicable Percentage of the applicable Committed Loans, and if
no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans or continuation of Committed Loans
denominated in a currency other than Dollars, in each case as described in the
preceding subsection. In the case of a Committed Borrowing, each Lender shall
make the amount of its Committed Loan available to the Administrative Agent in
Same Day Funds at the Administrative Agent’s Office for the applicable currency
not later than 1:00 p.m., in the case of any Committed Loan denominated in
Dollars, and not later than the Applicable Time specified by the Administrative
Agent in the case of any Committed Loan in an Alternative Currency, in each case
on the Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section
4.01), the Administrative Agent
shall make all funds so received available to the Borrower in like funds as
received by the Administrative Agent either by (i) crediting the account of the
Borrower on the books of Bank of America with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
Borrower; provided, however, that if, on the
date the Committed Loan Notice with respect to such Borrowing denominated in
Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the
proceeds of such Borrowing, first, shall be applied to
the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. 

     (c) Except as otherwise provided
herein, a Eurocurrency Rate Loan may be continued or converted only on the last
day of an Interest Period for such Eurocurrency Rate Loan. During the existence
of a Default, no Loans may be requested as, converted to or continued as
Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without
the consent of the Required Lenders, and the Required Lenders may demand that
any or all of the then outstanding Eurocurrency Rate Loans denominated in an
Alternative Currency be prepaid, or redenominated into Dollars in the amount of
the Dollar Equivalent thereof, on the last day of the then current Interest
Period with respect thereto. 

     (d) The Administrative Agent
shall promptly notify the Borrower and the Lenders of the interest rate
applicable to any Interest Period for Eurocurrency Rate Loans upon determination
of such interest rate. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in
Bank of America’s prime rate used in determining the Base Rate promptly
following the public announcement of such change. 

     (e) After giving effect to all
Committed Borrowings, all conversions of Committed Loans from one Type to the
other, and all continuations of Committed Loans as the same Type, there shall
not be more than ten Interest Periods in effect with respect to Committed Loans.


30 







     2.03 Letters of Credit. 

     (a) The Letter of Credit
Commitment. 

     (i) Subject to the terms and
conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the
agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during
the period from the Closing Date until the Letter of Credit Expiration Date, to
issue Letters of Credit denominated in Dollars or in one or more Alternative
Currencies for the account of the Borrower, and to amend or extend
Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the
Letters of Credit; and (B) the Lenders severally agree to participate in Letters
of Credit issued for the account of the Borrower and any drawings thereunder;
provided that after giving effect to any L/C Credit
Extension with respect to any Letter of Credit, (x) the Total Outstandings shall
not exceed the Aggregate Commitments, (y) the Revolving Credit Exposure of any
Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount
of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each
request by the Borrower for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by the Borrower that the L/C Credit
Extension so requested complies with the conditions set forth in the proviso to
the preceding sentence. Within the foregoing limits, and subject to the terms
and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall
be fully revolving, and accordingly the Borrower may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit that have expired
or that have been drawn upon and reimbursed. All Existing Letters of Credit
shall be deemed to have been issued pursuant hereto, and from and after the
Closing Date shall be subject to and governed by the terms and conditions
hereof. 

     (ii) No L/C Issuer shall issue any Letter of Credit, if:


     (A)
subject to Section 2.03(b)(iii), the expiry date of the requested Letter of
Credit would occur more than twelve months after the date of issuance or last
extension, unless the Required Lenders have approved such expiry date;
or

     (B)
the expiry date of the requested
Letter of Credit would occur after the Letter of Credit Expiration Date, unless
all the Lenders have approved such expiry date. 

     (iii)
No L/C Issuer shall be under any
obligation to issue any Letter of Credit if:

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

     (B)
the issuance of the Letter of Credit
would violate one or more policies of such L/C Issuer applicable to letters of
credit generally;

     (C)
except as otherwise agreed by the
Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial
stated amount less than $500,000; 

31 







     (D) except as otherwise agreed by
the Administrative Agent and such L/C Issuer, the Letter of Credit is to be
denominated in a currency other than Dollars or an Alternative
Currency;

     (E) such L/C Issuer does not as
of the issuance date of the requested Letter of Credit issue Letters of Credit
in the requested currency; or

     (F) any Lender is at that time a Defaulting Lender,
unless such L/C Issuer has entered into arrangements, including the delivery of
Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with
the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential
Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with
respect to the Defaulting Lender arising from either the Letter of Credit then
proposed to be issued or that Letter of Credit and all other L/C Obligations as
to which such L/C Issuer has actual or potential Fronting Exposure, as it may
elect in its sole discretion. 

     (iv) No L/C Issuer shall amend any
Letter of Credit if such L/C Issuer would not be permitted at such time to issue
the Letter of Credit in its amended form under the terms hereof. 

     (v) No L/C Issuer shall be under
any obligation to amend any Letter of Credit if (A) such L/C Issuer would have
no obligation at such time to issue the Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of the Letter of Credit does not
accept the proposed amendment to the Letter of Credit. 

     (vi) Each L/C Issuer shall act on
behalf of the Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith, and each L/C Issuer shall have all of the
benefits and immunities (A) provided to the Administrative Agent in
Article IX with respect to any acts taken or omissions
suffered by such L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and Issuer Documents pertaining to such Letters of
Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B)
as additionally provided herein with respect to such L/C Issuer. 

     (b) Procedures for Issuance
and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

     (i) Each Letter of Credit shall
be issued or amended, as the case may be, upon the request of the Borrower
delivered to one of the L/C Issuers (with a copy to the Administrative Agent) in
the form of a Letter of Credit Application, appropriately completed and signed
by a Responsible Officer of the Borrower. Such Letter of Credit Application may
be sent by facsimile, by United States mail, by overnight courier, by electronic
transmission using the system provided by the applicable L/C Issuer, by personal
delivery or by any other means acceptable to the applicable L/C Issuer. Such
Letter of Credit Application must be received by such L/C Issuer and the
Administrative Agent not later than 11:00 a.m. at least two Business Days (or
such later date and time as the Administrative Agent and such L/C Issuer may
agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be. In the case of a request
for an initial issuance of a Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to such L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount and currency
thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; (G) the purpose
and nature of the requested Letter of Credit; and (H) such other matters as such
L/C Issuer may require. In the case of a request for an amendment of any
outstanding Letter of Credit, such Letter of Credit Application shall specify in
form and detail satisfactory to the applicable L/C Issuer (A) the Letter of
Credit to be amended; (B) the proposed date of amendment thereof (which shall be
a Business Day); (C) the nature of the proposed amendment; and (D) such other
matters as such L/C Issuer may require. Additionally, the Borrower shall furnish
to the applicable L/C Issuer and the Administrative Agent such other documents
and information pertaining to such requested Letter of Credit issuance or
amendment, including any Issuer Documents, as such L/C Issuer or the
Administrative Agent may require. 

32 







     (ii) Promptly after receipt of any Letter of Credit
Application, the applicable L/C Issuer will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a
copy of such Letter of Credit Application from the Borrower and, if not, such
L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the
applicable L/C Issuer has received written notice from any Lender, the
Administrative Agent or the Borrower, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that
one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions
hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the Borrower or enter into the applicable amendment, as the
case may be, in each case in accordance with such L/C Issuer’s usual and
customary business practices. Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the applicable L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of such
Lender’s Applicable Percentage times the amount of such
Letter of Credit. 

     (iii) If the Borrower so requests
in any applicable Letter of Credit Application, the applicable L/C Issuer may,
in its sole discretion, agree to issue a Letter of Credit that has automatic
extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit
must permit such L/C Issuer to prevent any such extension at least once in each
twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day
(the “Non-Extension Notice
Date”) in each such twelve-month
period to be agreed upon at the time such Letter of Credit is issued. Unless
otherwise directed by the applicable L/C Issuer, the Borrower shall not be
required to make a specific request to such L/C Issuer for any such extension.
Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be
deemed to have authorized (but may not require) the applicable L/C Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not
later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such
extension if (A) such L/C Issuer has determined that it would not be permitted,
or would have no obligation, at such time to issue such Letter of Credit in its
revised form (as extended) under the terms hereof (by reason of the provisions
of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice
(which may be by telephone or in writing) on or before the day that is seven
Business Days before the Non-Extension Notice Date (1) from the Administrative
Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any
Lender or the Borrower that one or more of the applicable conditions specified
in Section 4.02 is not then satisfied, and in each such case
directing such L/C Issuer not to permit such extension. 

33







     (iv) Promptly after its delivery of any Letter of
Credit or any amendment to a Letter of Credit to an advising bank with respect
thereto or to the beneficiary thereof, the applicable L/C Issuer will also
deliver to the Borrower and the Administrative Agent a true and complete copy of
such Letter of Credit or amendment. 

     (c) Drawings and
Reimbursements; Funding of Participations. 

     (i) Upon receipt from the
beneficiary of any Letter of Credit of any notice of a drawing under such Letter
of Credit, the applicable L/C Issuer shall notify the Borrower and the
Administrative Agent thereof. In the case of a Letter of Credit denominated in
an Alternative Currency, the Borrower shall reimburse the applicable L/C Issuer
in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall
have specified in such notice that it will require reimbursement in Dollars, or
(B) in the absence of any such requirement for reimbursement in Dollars, the
Borrower shall have notified such L/C Issuer promptly following receipt of the
notice of drawing that the Borrower will reimburse such L/C Issuer in Dollars.
In the case of any such reimbursement in Dollars of a drawing under a Letter of
Credit denominated in an Alternative Currency, the applicable L/C Issuer shall
notify the Borrower of the Dollar Equivalent of the amount of the drawing
promptly following the determination thereof. Not later than 11:00 a.m. on the
date of any payment by the applicable L/C Issuer under a Letter of Credit to be
reimbursed in Dollars, or the Applicable Time on the date of any payment by such
L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency
(each such date, an “Honor
Date”), the Borrower shall
reimburse such L/C Issuer through the Administrative Agent in an amount equal to
the amount of such drawing and in the applicable currency. In the event that (A)
a drawing denominated in an Alternative Currency is to be reimbursed in Dollars
pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Borrower, whether on or after the
Honor Date, shall not be adequate on the date of that payment to purchase in
accordance with normal banking procedures a sum denominated in the Alternative
Currency equal to the drawing, the Borrower agrees, as a separate and
independent obligation, to indemnify such L/C Issuer for the loss resulting from
its inability on that date to purchase the Alternative Currency in the full
amount of the drawing. If the Borrower fails to timely reimburse the applicable
L/C Issuer on the Honor Date, the Administrative Agent shall promptly notify
each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed
in Dollars in the amount of the Dollar Equivalent thereof in the case of a
Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable
Percentage thereof. In such event, the Borrower shall be deemed to have
requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor
Date in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Commitments and the conditions set forth in
Section 4.02 (other than the delivery of a Committed Loan
Notice). Any notice given by the applicable L/C Issuer or the Administrative
Agent pursuant to this Section
2.03(c)(i) may be given by
telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice. 

34 







     (ii) Each Lender shall upon any notice pursuant to
Section 2.03(c)(i) make funds available (and the Administrative
Agent may apply Cash Collateral provided for this purpose) for the account of
the applicable L/C Issuer, in Dollars, at the Administrative Agent’s Office for
Dollar-denominated payments in an amount equal to its Applicable Percentage of
the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified
in such notice by the Administrative Agent, whereupon, subject to the provisions
of Section
2.03(c)(iii), each Lender that so
makes funds available shall be deemed to have made a Base Rate Committed Loan to
the Borrower in such amount. The Administrative Agent shall remit the funds so
received to the applicable L/C Issuer in Dollars. 

     (iii) With respect to any
Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of
Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the
Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so refinanced,
which L/C Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at the Default Rate. In such event, each Lender’s
payment to the Administrative Agent for the account of the applicable L/C Issuer
pursuant to Section
2.03(c)(ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section
2.03. 

     (iv) Until each Lender funds its
Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any
amount drawn under any Letter of Credit, interest in respect of such Lender’s
Applicable Percentage of such amount shall be solely for the account of such L/C
Issuer. 

     (v) Each Lender’s obligation to
make Committed Loans or L/C Advances to reimburse the applicable L/C Issuer for
amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall
not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against such L/C
Issuer, the Borrower, any Subsidiary or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make Committed
Loans pursuant to this Section
2.03(c) is subject to the
conditions set forth in Section
4.02 (other than delivery by the
Borrower of a Committed Loan Notice). No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse the
applicable L/C Issuer for the amount of any payment made by such L/C Issuer
under any Letter of Credit, together with interest as provided herein.


     (vi) If any Lender fails to make
available to the Administrative Agent for the account of the applicable L/C
Issuer any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section
2.03(c) by the time specified in
Section
2.03(c)(ii), then, without
limiting the other provisions of this Agreement, such L/C Issuer shall be
entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate
from time to time in effect, plus any administrative, processing or similar fees
customarily charged by such L/C Issuer in connection with the foregoing. If such
Lender pays such amount (with interest and
fees as aforesaid), the amount so paid shall constitute such Lender’s Committed
Loan included in the relevant Committed Borrowing or L/C Advance in respect of
the relevant L/C Borrowing, as the case may be. A certificate of the applicable
L/C Issuer submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error. 

35 







     (d) Repayment of
Participations. 

     (i) At any time after the
applicable L/C Issuer has made a payment under any Letter of Credit and has
received from any Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section
2.03(c), if the Administrative
Agent receives for the account of such L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the
Borrower or otherwise, including proceeds of Cash Collateral applied thereto by
the Administrative Agent), the Administrative Agent will distribute to such
Lender its Applicable Percentage thereof in Dollars and in the same funds as
those received by the Administrative Agent. 

     (ii) If any payment received by
the Administrative Agent for the account of any L/C Issuer pursuant to
Section 2.03(c)(i) is required to be returned under any of the
circumstances described in Section
10.05 (including pursuant to any
settlement entered into by such L/C Issuer in its discretion), each Lender shall
pay to the Administrative Agent for the account of such L/C Issuer its
Applicable Percentage thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is
returned by such Lender, at a rate per annum equal to the applicable Overnight
Rate from time to time in effect. The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination
of this Agreement. 

     (e) Obligations
Absolute. The obligation of the
Borrower to reimburse the applicable L/C Issuer for each drawing under each
Letter of Credit and to repay each L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the
following:

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

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

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

36 







     (iv) waiver by the applicable L/C Issuer of any
requirement that exists for such L/C Issuer’s protection and not the protection
of the Borrower or any waiver by such L/C Issuer which does not in fact
materially prejudice the Borrower;

     (v) honor of a demand for payment
presented electronically even if such Letter of Credit requires that demand be
in the form of a draft;

     (vi) any payment made by the
applicable L/C Issuer in respect of an otherwise complying item presented after
the date specified as the expiration date of, or the date by which documents
must be received under, such Letter of Credit if presentation after such date is
authorized by the UCC, the ISP or the UCP, as applicable;

     (vii) any payment by such L/C
Issuer under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by such L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law;

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

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

The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the
Borrower will immediately notify the applicable L/C Issuer. The Borrower shall
be conclusively deemed to have waived any such claim against the applicable L/C
Issuer and its correspondents unless such notice is given as aforesaid.


     (f) Role of L/C
Issuer. Each Lender and the
Borrower agree that, in paying any drawing under a Letter of Credit, the
applicable L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the Person executing or delivering any
such document. None of any L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of any
L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. The Borrower hereby assumes all
risks of the acts or omissions of any beneficiary or transferee with respect to
its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the
Borrower’s pursuing such rights and remedies as it may have against the
beneficiary or transferee at law or under any other agreement. None of any L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of any L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim
against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the
extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower which the Borrower proves were
caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C
Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the
foregoing, an L/C Issuer may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and such L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason. Each L/C Issuer may send a Letter
of Credit or conduct any communication to or from the beneficiary via the
Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or
overnight courier, or any other commercially reasonable means of communicating
with a beneficiary. 

37 







     (g) Applicability of ISP and UCP; Limitation of
Liability. Unless otherwise
expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter
of Credit), the rules of the ISP shall apply to each standby Letter of Credit.
Notwithstanding the foregoing, no L/C Issuer shall be responsible to the
Borrower for, and no L/C Issuer’s rights and remedies against the Borrower shall
be impaired by, any action or inaction of such L/C Issuer required or permitted
under any Law, order, or practice that is required or permitted to be applied to
any Letter of Credit or this Agreement, including the Law or any order of a
jurisdiction where such L/C Issuer or the beneficiary is located, the practice
stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice
statements, or official commentary of the ICC Banking Commission, the Bankers
Association for Finance and Trade - International Financial Services Association
(BAFT-IFSA), or the Institute of International Banking Law & Practice,
whether or not any Letter of Credit chooses such law or practice. 

     (h) Letter of Credit
Fees. The Borrower shall pay to
the Administrative Agent for the account of each Lender in accordance, subject
to adjustment as provided in Section 2.15, with its
Applicable Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”)
for each Letter of Credit equal
to the Applicable Rate times the Dollar
Equivalent of the daily amount available to be drawn under such Letter of
Credit. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section
1.09. Letter of Credit Fees shall
be (i) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand and (ii) computed on a quarterly basis in arrears. If
there is any change in the Applicable Rate during any quarter, the daily amount
available to be drawn under each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. Notwithstanding anything to the
contrary contained herein, upon the request of the Required Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate. 

     (i) Fronting Fee and
Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the
applicable L/C Issuer for its own account, in Dollars, a fronting fee with
respect to each Letter of Credit, at the rate per annum specified in the
applicable Fee Letter, computed on the Dollar Equivalent of the daily amount
available to be drawn under such Letter of Credit on a quarterly basis in
arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September
and December in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Borrower shall pay directly to
the applicable L/C Issuer for its own account, in Dollars, the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of such L/C Issuer relating to letters of credit as from time
to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable. 

38 







     (j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of
any Issuer Document, the terms hereof shall control. 

     (k)
Reporting of Letter of Credit
Information and L/C Issuer Sublimit. At any time that any Person other than the Person acting as
Administrative Agent is an L/C Issuer, then (i) on the last Business Day of each
calendar month, (ii) on each date that a Letter of Credit is amended, terminated
or otherwise expires, (iii) on each date that an L/C Credit Extension occurs
with respect to any Letter of Credit, and (iv) upon the request of the
Administrative Agent, each L/C Issuer (or, in the case of parts (ii), (iii) or
(iv), the applicable L/C Issuer) shall deliver to the Administrative Agent a
report setting forth in form and detail reasonably satisfactory to the
Administrative Agent information (including, without limitation, any
reimbursement, Cash Collateral, or termination in respect of Letters of Credit
issued by such L/C Issuer) with respect to each Letter of Credit issued by such
L/C Issuer that is outstanding hereunder. In addition, each L/C Issuer shall
provide notice to the Administrative Agent of its L/C Issuer Sublimit, or any
change thereto, promptly upon it becoming a L/C Issuer or making any change to
its L/C Issuer Sublimit. No failure on the part of any L/C Issuer to provide
such information pursuant to this Section 2.03(k) shall
limit the obligation of the Borrower or any Lender hereunder with respect to its
reimbursement and participation obligations, respectively, pursuant to this
Section 2.03. 

     2.04 Swing Line
Loans. 

     (a)
The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender, in reliance upon the agreements of the other
Lenders set forth in this Section
2.04, may in its sole discretion
make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from
time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line
Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated
with the Applicable Percentage of the Outstanding Amount of Committed Loans and
L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount
of such Lender’s Commitment; provided, however, that (x) after giving effect to
any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not
exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of
any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the
Swing Line Lender shall not be under any obligation to make any Swing Line Loan
if it shall determine (which determination shall be conclusive and binding
absent manifest error) that it has, or by such Credit Extension may have,
Fronting Exposure. Within the foregoing limits, and subject to the other terms
and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan.
Immediately upon the making of a Swing Line Loan, each Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the
Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product
of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. 

39 








     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower’s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice;
provided that any telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a
Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $100,000, and (ii) the requested borrowing date, which
shall be a Business Day. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent of the contents thereof. Unless the Swing
Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 2:00 p.m.
on the date of the proposed Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth
in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article
IV is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Borrower at its
office by crediting the account of the Borrower on the books of the Swing Line
Lender in Same Day Funds. 

     (c) Refinancing of Swing Line Loans. 

     (i)
The Swing Line Lender at any time in
its sole discretion may request, on behalf of the Borrower (which hereby
irrevocably authorizes the Swing Line Lender to so request on its behalf), that
each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s
Applicable Percentage of the amount of Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a
Committed Loan Notice for purposes hereof) and in accordance with the
requirements of Section
2.02, without regard to the
minimum and multiples specified therein for the principal amount of Base Rate
Loans, but subject to the unutilized portion of the Aggregate Commitments and
the conditions set forth in Section 4.02. The Swing
Line Lender shall furnish the Borrower with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative Agent.
Each Lender shall make an amount equal to its Applicable Percentage of the
amount specified in such Committed Loan Notice available to the Administrative
Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral
available with respect to the applicable Swing Line Loan) for the account of the
Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated
payments not later than 1:00 p.m. on the day specified in such Committed Loan
Notice, whereupon, subject to Section 2.04(c)(ii), each
Lender that so makes funds available shall be deemed to have made a Base Rate
Committed Loan to the Borrower in such amount. The Administrative Agent shall
remit the funds so received to the Swing Line Lender. 

     (ii) If for
any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i), the
request for Base Rate Committed Loans submitted by the Swing Line Lender as set
forth herein shall be deemed to be a request by the Swing Line Lender that each
of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment
to the Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such
participation. 

40







     (iii) If any
Lender fails to make available to the Administrative Agent for the account of
the Swing Line Lender any amount required to be paid by such Lender pursuant to
the foregoing provisions of this Section 2.04(c) by the
time specified in Section
2.04(c)(i), the Swing Line Lender
shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to the Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing
or similar fees customarily charged by the Swing Line Lender in connection with
the foregoing. If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender’s Committed Loan
included in the relevant Committed Borrowing or funded participation in the
relevant Swing Line Loan, as the case may be. A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be
conclusive absent manifest error. 

     (iv) Each
Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not
be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing
Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed
Loans pursuant to this Section
2.04(c) is subject to the
conditions set forth in Section
4.02. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrower
to repay Swing Line Loans, together with interest as provided herein.


(d) Repayment of Participations. 

     (i)
At any time after any Lender has
purchased and funded a risk participation in a Swing Line Loan, if the Swing
Line Lender receives any payment on account of such Swing Line Loan, the Swing
Line Lender will distribute to such Lender its Applicable Percentage thereof in
the same funds as those received by the Swing Line Lender. 

     (ii) If any
payment received by the Swing Line Lender in respect of principal or interest on
any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in Section 10.05 (including
pursuant to any settlement entered into by the Swing Line Lender in its
discretion), each Lender shall pay to the Swing Line Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the applicable Overnight Rate. The Administrative Agent will make
such demand upon the request of the Swing Line Lender. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.

41







     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for
invoicing the Borrower for interest on the Swing Line Loans. Until each Lender
funds its Base Rate Committed Loan or risk participation pursuant to this
Section 2.04 to refinance such Lender’s Applicable Percentage
of any Swing Line Loan, interest in respect of such Applicable Percentage shall
be solely for the account of the Swing Line Lender. 

     (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing
Line Lender. 

     2.05 Prepayments. (a) The
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time voluntarily prepay Committed Loans in whole or in part without premium
or penalty; provided that (i) such
notice must be in substantially the form of Exhibit H or such other form as is acceptable to the Administrative Agent and be
received by the Administrative Agent not later than 11:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Dollars, (B) four Business Days (or five, in the case of
prepayment of Loans denominated in Special Notice Currencies) prior to any date
of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies,
and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any
prepayment of Eurocurrency Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or the
Alternative Currency Equivalent thereof); and (iii) any prepayment of Base Rate
Committed Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Committed Loans to be prepaid and,
if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such
Loans. The Administrative Agent will promptly notify each Lender of its receipt
of each such notice, and of the amount of such Lender’s Applicable Percentage of
such prepayment. If such notice is given by the Borrower, the applicable
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment of
a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the
Committed Loans of the Lenders in accordance with their respective Applicable
Percentages. 

     (b) The
Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and
(ii) any such prepayment shall be in a minimum principal amount of $100,000.
Each such notice shall specify the date and amount of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein. 

     (c) If the
Administrative Agent notifies the Borrower at any time that the Total
Outstandings at such time exceed an amount equal to 105% of the Aggregate
Commitments then in effect, then, within two Business Days after receipt of such
notice, the Borrower shall prepay Loans and/or the Borrower shall Cash
Collateralize the L/C Obligations in an aggregate amount at least equal to such
excess; provided, however, that, subject to
the provisions of Section
2.14(a), the Borrower shall not
be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(c) unless after the prepayment in full of the Loans
the Total Outstandings exceed the Aggregate Commitments then in effect. The
Administrative Agent may, at any time and from time to time after the initial
deposit of such Cash Collateral, request that additional Cash Collateral be
provided in order to protect against the results of exchange rate
fluctuations.

42







     (d)
If the Administrative Agent notifies
the Borrower at any time that the Outstanding Amount of all Loans denominated in
Alternative Currencies at such time exceeds an amount equal to 105% of the
Alternative Currency Sublimit then in effect, then, within two Business Days
after receipt of such notice, the Borrower shall prepay Loans in an aggregate
amount sufficient to reduce such Outstanding Amount as of such date of payment
to an amount not to exceed 100% of the Alternative Currency Sublimit then in
effect. 

     2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time
permanently reduce the Aggregate Commitments; provided that (a) any such notice
shall be received by the Administrative Agent not later than 11:00 a.m. five
Business Days prior to the date of termination or reduction, (b) any such
partial reduction shall be in an aggregate amount of $10,000,000 or any whole
multiple of $1,000,000 in excess thereof, (c) the Borrower shall not terminate
or reduce the Aggregate Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Outstandings would exceed the
Aggregate Commitments, and (d) if, after giving effect to any reduction of the
Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit
Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate
Commitments, such Sublimit shall be automatically reduced by the amount of such
excess. The Administrative Agent will promptly notify the Lenders of any such
notice of termination or reduction of the Aggregate Commitments. The amount of
any such Aggregate Commitment reduction shall not be applied to the Alternative
Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit
unless otherwise specified by the Borrower or unless required by proviso (d) of the preceding sentence. Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Applicable
Percentage. All fees accrued until the effective date of any termination of the
Aggregate Commitments shall be paid on the effective date of such termination.


     2.07 Repayment of Loans.
(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate
principal amount of Committed Loans made to the Borrower outstanding on such
date. 

     (b) The
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the
date ten Business Days after such Loan is made and (ii) the Maturity Date.


     2.08 Interest. (a)
Subject to the provisions of
subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurocurrency Rate for such Interest Period plus the
Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each
Swing Line Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate. 

     (b) (i) If
any amount (including principal of any Loan, interest, fees or any other amount)
payable by the Borrower under any Loan Document is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, then such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws. 

     (ii) Accrued and unpaid interest on past due amounts (including interest on
past due interest) shall be due and payable upon demand. 

     (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the commencement of any proceeding under
any Debtor Relief Law. 

43







     2.09 Fees. In addition to
certain fees described in subsections (h) and
(i) of Section 2.03: 

     (a)
Commitment Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, a commitment fee in Dollars equal to the Applicable Rate times the
actual daily amount by which the Aggregate Commitments exceed the sum of (i) the
Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C
Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding
Amount of Swing Line Loans shall not be counted towards or considered usage of
the Aggregate Commitments for purposes of determining the commitment fee. The
commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in
Article IV is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the last day of the Availability Period; provided, that any commitment
fee earned in respect of a commitment under the Existing Credit Agreement and
unpaid as of the Closing Date shall be paid to the respective Lenders on the
first date the commitment fee is due hereunder. The commitment fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. 

     (b) Other Fees.
(i) The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts, in Dollars, fees in the
amounts and at the times specified in the Fee Letter. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.


     (ii) The
Borrower shall pay to the Lenders, in Dollars, such fees as shall have been
separately agreed upon in writing in the amounts and at the times so specified.
Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever. 

     2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans
(including Base Rate Loans determined by reference to the Eurocurrency Rate)
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a
365-day year), or, in the case of interest in respect of Committed Loans
denominated in Alternative Currencies as to which market practice differs from
the foregoing, in accordance with such market practice. Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a Loan,
or any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on
which it is made shall, subject to Section 2.12(a), bear
interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes,
absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the
calculation of the applicable interest rate shall be determined in accordance
with market practice.

     2.11 Evidence of Debt. (a)
The Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and by the Administrative Agent in
the ordinary course of business. The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest error
of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and
payments thereon. Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrower hereunder to
pay any amount owing with respect to the Obligations. In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error. Upon the request of any Lender to the Borrower made through the
Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans to the Borrower in addition to such accounts or records. Each Lender may
attach schedules to a Note and endorse thereon the date, Type (if applicable),
amount, currency and maturity of its Loans and payments with respect thereto.


44







     (b)
In addition to the accounts and
records referred to in subsection
(a) above, each Lender and the
Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans. In the event of any
conflict between the accounts and records maintained by the Administrative Agent
and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error. 

     2.12 Payments Generally; Administrative Agent’s Clawback. (a) General. All payments to
be made by the Borrower shall be made free and clear of and without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein and except with respect to principal of and
interest on Loans denominated in an Alternative Currency, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in Dollars and in Same Day Funds not later than
2:00 p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrower hereunder with respect to principal and
interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the applicable Administrative Agent’s Office in such
Alternative Currency and in Same Day Funds not later than the Applicable Time
specified by the Administrative Agent on the dates specified herein. Without
limiting the generality of the foregoing, the Administrative Agent may require
that any payments due under this Agreement be made in the United States. If, for
any reason, the Borrower is prohibited by any Law from making any required
payment hereunder in an Alternative Currency, the Borrower shall make such
payment in Dollars in the Dollar Equivalent of the Alternative Currency payment
amount. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending
Office. All payments received by the Administrative Agent (i) after 2:00 p.m.,
in the case of payments in Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent in the case of payments in an Alternative Currency,
shall in each case be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue. If any payment to be
made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.


45







     (b) (i)
Funding by Lenders; Presumption by
Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the
case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the
date of such Committed Borrowing) that such Lender will not make available to
the Administrative Agent such Lender’s share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 (or, in the
case of a Committed Borrowing of Base Rate Loans, that such Lender has made such
share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Committed Borrowing available to
the Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in Same Day Funds with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date
of payment to the Administrative Agent, at (A) in the case of a payment to be
made by such Lender, the Overnight Rate, plus any administrative, processing or
similar fees customarily charged by the Administrative Agent in connection with
the foregoing, and (B) in the case of a payment to be made by the Borrower, the
interest rate applicable to Base Rate Loans. If the Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period. If
such Lender pays its share of the applicable Committed Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s
Committed Loan included in such Committed Borrowing. Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent.


     (ii) Payments by Borrower; Presumptions by Administrative
Agent. Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders or
the applicable L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or such L/C Issuer, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the applicable L/C Issuer, as the case may
be, severally agrees to repay to the Administrative Agent forthwith on demand
the amount so distributed to such Lender or such L/C Issuer, in Same Day Funds
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the Overnight Rate. 

     A notice of the Administrative Agent to
any Lender or the Borrower with respect to any amount owing under this
subsection (b) shall be conclusive, absent manifest error.


     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender to the
Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest. 

     (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to
fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to Section
10.04(c) are several and not
joint. The failure of any Lender to make any Committed Loan, to fund any such
participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan, to purchase its participation or to make its payment under
Section 10.04(c).

46







     (e)
Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner. 

     2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of the Committed Loans made by it, or the participations
in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Committed
Loans or participations and accrued interest thereon greater than its
pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Committed Loans and subparticipations in L/C
Obligations and Swing Line Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Committed Loans and
other amounts owing them, provided that: 

     (i) if any
such participations or subparticipations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and 

     (ii) the
provisions of this Section shall not be construed to apply to (x) any payment
made by or on behalf of the Borrower pursuant to and in accordance with the
express terms of this Agreement (including the application of funds arising from
the existence of a Defaulting Lender), (y) the application of Cash Collateral
provided for in Section
2.14, or (z) any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in
any of its Committed Loans or subparticipations in L/C Obligations or Swing Line
Loans to any assignee or participant, other than an assignment to the Borrower
or any Subsidiary thereof (as to which the provisions of this Section shall
apply). 

     The Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable Law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation. 

     2.14 Cash
Collateral. 

     (a) Certain Credit Support Events. If (i) an L/C Issuer has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in an L/C Borrowing,
(ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any
reason remains outstanding, (iii) the Borrower shall be required to provide Cash
Collateral pursuant to Section
8.02(c), or (iv) there shall
exist a Defaulting Lender, the Borrower shall immediately (in the case of
clause (iii) above) or within one Business Day (in all other
cases) following any request by the Administrative Agent or the applicable L/C
Issuer, provide Cash Collateral in an amount not less than the applicable
Minimum Collateral Amount (determined in the case of Cash Collateral provided
pursuant to clause
(iv) above, after giving effect
to Section
2.15(a)(iv) and any Cash
Collateral provided by the Defaulting Lender). Additionally, if the
Administrative Agent notifies the Borrower at any time that the Outstanding
Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit
Sublimit then in effect, then, within two Business Days after receipt of such
notice, the Borrower shall provide Cash Collateral for the Outstanding
Amount of the L/C Obligations in an amount not less than the amount by
which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit
Sublimit.

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     (b)
Grant of Security
Interest. The Borrower, and to
the extent provided by any Defaulting Lender, such Defaulting Lender, hereby
grants to (and subjects to the control of) the Administrative Agent, for the
benefit of the Administrative Agent, each L/C Issuer and the Lenders, and agrees
to maintain, a first priority security interest in all such cash, deposit
accounts and all balances therein, and all other property so provided as
collateral pursuant hereto, and in all proceeds of the foregoing, all as
security for the obligations to which such Cash Collateral may be applied
pursuant to Section
2.14(c). If at any time the
Administrative Agent determines that Cash Collateral is subject to any right or
claim of any Person other than the Administrative Agent or each L/C Issuer as
herein provided, or that the total amount of such Cash Collateral is less than
the Minimum Collateral Amount, the Borrower will, promptly upon demand by the
Administrative Agent, pay or provide to the Administrative Agent additional Cash
Collateral in an amount sufficient to eliminate such deficiency. All Cash
Collateral (other than credit support not constituting funds subject to deposit)
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of
America. The Borrower shall pay on demand therefor from time to time all
customary account opening, activity and other administrative fees and charges in
connection with the maintenance and disbursement of Cash Collateral. 

     (c) Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash
Collateral provided under any of this Section 2.14 or
Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and
applied to the satisfaction of the specific L/C Obligations, obligations to fund
participations therein (including, as to Cash Collateral provided by a
Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may otherwise be provided for herein.


     (d) Release. Cash Collateral
(or the appropriate portion thereof) provided to reduce Fronting Exposure or to
secure other obligations shall be released promptly following (i) the
elimination of the applicable Fronting Exposure or other obligations giving rise
thereto (including by the termination of Defaulting Lender status of the
applicable Lender (or, as appropriate, its assignee following compliance with
Section
10.06(b)(vi))) or (ii) the
determination by the Administrative Agent and the applicable L/C Issuer that
there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and the applicable L/C Issuer may
agree that Cash Collateral shall not be released but instead held to support
future anticipated Fronting Exposure or other obligations. 

     2.15 Defaulting Lenders.


     (a) Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as that Lender is no
longer a Defaulting Lender, to the extent permitted by applicable Law:


     (i) Waivers and Amendments.
Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the
definition of “Required Lenders” and Section 10.01. 

48







     (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by
the Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first, to the payment of any
amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such
Defaulting Lender to the L/C Issuers or Swing Line Lender hereunder; third, to
Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.14; fourth, as
the Borrower may request (so long as no Default exists), to the funding of any
Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Borrower, to
be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans
under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting
Exposure with respect to such Defaulting Lender with respect to future Letters
of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to
the Lenders, the L/C Issuers or Swing Line Lender as a result of any judgment of
a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the
Swing Line Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no
Default exists, to the payment of any amounts owing to the Borrower as a result
of any judgment of a court of competent jurisdiction obtained by the Borrower
against such Defaulting Lender as a result of such Defaulting Lender’s breach of
its obligations under this Agreement; and eighth, to such Defaulting Lender or
as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any
Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully
funded its appropriate share, and (y) such Loans were made or the related
Letters of Credit were issued at a time when the conditions set forth in
Section 4.02 were satisfied or waived, such payment shall be
applied solely to pay the Loans of, and L/C Obligations owed to, all
Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such
time as all Loans and funded and unfunded participations in L/C Obligations and
Swing Line Loans are held by the Lenders pro rata in accordance with the
Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid
or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender or to post Cash Collateral pursuant to this
Section
2.15(a)(ii) shall be deemed paid
to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto. 

     (iii) Certain Fees. 

     (A) No
Defaulting Lender shall be entitled to receive any fee payable under
Section 2.09(a) for any period during which that Lender is a
Defaulting Lender (and the Borrower shall not be required to pay any such fee
that otherwise would have been required to have been paid to that Defaulting
Lender). 

     (B) Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any
period during which that Lender is a Defaulting Lender only to the extent
allocable to its Applicable Percentage of the stated amount of Letters of Credit
for which it has provided Cash Collateral pursuant to Section 2.14. 

     (C) With
respect to any Letter of Credit Fee not required to be paid to any Defaulting
Lender pursuant to clause
(A) or (B)
above, the Borrower shall (x) pay to
each Non-Defaulting Lender that portion of any such fee otherwise payable to
such Defaulting Lender with respect to such Defaulting Lender’s participation in
L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant
to clause (iv) below, (y) pay to the applicable L/C Issuer the
amount of any such fee otherwise payable to such Defaulting Lender to the extent
allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and
(z) not be required to pay the remaining amount of any such fee. 

49







     (iv)
Reallocation of Applicable
Percentages to Reduce Fronting Exposure. All or any part of
such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans
shall be reallocated among the Non-Defaulting Lenders in accordance with their
respective Applicable Percentages (calculated without regard to such Defaulting
Lender’s Commitment) but only to the extent that (x) the conditions set forth in
Section 4.02 are satisfied at the
time of such reallocation (and, unless the Borrower shall have otherwise
notified the Administrative Agent at such time, the Borrower shall be deemed to
have represented and warranted that such conditions are satisfied at such time),
and (y) such reallocation does not cause the aggregate Revolving Credit Exposure
of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.
No reallocation hereunder shall constitute a waiver or release of any claim of
any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a
result of such Non-Defaulting Lender’s increased exposure following such
reallocation. 

     (v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected,
the Borrower shall, without prejudice to any right or remedy available to it
hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an
amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash
Collateralize the L/C Issuers’ Fronting Exposure in accordance with the
procedures set forth in Section
2.14. 

     (b) Defaulting Lender Cure. If
the Borrower, the Administrative Agent, Swing Line Lender and each L/C Issuer
agree in writing that a Lender is no longer a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase at par that portion of
outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause the Committed Loans
and funded and unfunded participations in Letters of Credit and Swing Line Loans
to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a
Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender;
and provided, further, that except to
the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a
Defaulting Lender. 

     2.16 Increase in Commitments. 

     (a) Request for Increase.
Provided there exists no Default, upon notice to the Administrative Agent (which
shall promptly notify the Lenders), the Borrower may from time to time, request
an increase in the Aggregate Commitments by an amount (for all such requests)
not exceeding $500,000,000; provided that (i) any such
request for an increase shall be in a minimum amount of $100,000,000, (ii) the Borrower may make
a maximum of three such requests, and (iii) no
increase shall (A) increase the Letter of Credit Sublimit without the consent of
each L/C Issuer (or, if such increase applies only to certain L/C Issuers
pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line
Sublimit without the consent of the Swing Line Lender. At the time of sending
such notice, the Borrower (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of
such notice to the Lenders). 

50







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

     (c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the
Borrower and each Lender of the Lenders’ responses to each request made
hereunder. To achieve the full amount of a requested increase, the Borrower may
also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement substantially in the form of Exhibit G. 

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

     (e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of the Borrower
dated as of the Increase Effective Date (in sufficient copies for each Lender)
signed by a Responsible Officer of the Borrower (x) certifying and attaching the
resolutions adopted by the Borrower approving or consenting to such increase,
and (y) certifying that, before and after giving effect to such increase, (A)
the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the
Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this
Section 2.16, the representations
and warranties contained in subsections (a) and
(b) of Section 5.05 shall be
deemed to refer to the most recent statements furnished pursuant to
subsections (a) and (b), respectively, of
Section 6.01, and (B) no Default exists. The Borrower shall
prepay any Committed Loans outstanding on the Increase Effective Date (and pay
any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding
Committed Loans ratable with any revised Applicable Percentages arising from any
nonratable increase in the Commitments under this Section. 

     (f) Conflicting Provisions.
This Section shall supersede any provisions in Section 2.13 or 10.01 to the
contrary.

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ARTICLE III.


TAXES, YIELD PROTECTION
AND ILLEGALITY 

     3.01 Taxes. 


     (a)
Payments Free of Taxes; Obligation
to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any
obligation of the Borrower under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by applicable Laws.
If any applicable Laws (as determined in the good faith discretion of the
Administrative Agent or the Borrower, as applicable) require the deduction or
withholding of any Tax from any such payment by the Administrative Agent or the
Borrower, then the Administrative Agent or the Borrower shall be entitled to
make such deduction or withholding, upon the basis of the information and
documentation to be delivered pursuant to subsection (e) below. 

     (ii) If the
Borrower or the Administrative Agent shall be required by the Code to withhold
or deduct any Taxes, including both United States Federal backup withholding and
withholding taxes, from any payment, then (A) the Administrative Agent shall
withhold or make such deductions as are determined by the Administrative Agent
to be required based upon the information and documentation it has received
pursuant to subsection
(e) below, (B) the Administrative
Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that
the withholding or deduction is made on account of Indemnified Taxes, the sum
payable by the Borrower shall be increased as necessary so that after any
required withholding or the making of all required deductions (including
deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount
equal to the sum it would have received had no such withholding or deduction
been made. 

     (iii) If the
Borrower or the Administrative Agent shall be required by any applicable Laws
other than the Code to withhold or deduct any Taxes from any payment, then (A)
the Borrower or the Administrative Agent, as required by such Laws, shall
withhold or make such deductions as are determined by it to be required based
upon the information and documentation it has received pursuant to
subsection (e) below, (B) the Borrower or the Administrative
Agent, to the extent required by such Laws, shall timely pay the full amount
withheld or deducted to the relevant Governmental Authority in accordance with
such Laws, and (C) to the extent that the withholding or deduction is made on
account of Indemnified Taxes, the sum payable by the Borrower shall be increased
as necessary so that after any required withholding or the making of all
required deductions (including deductions applicable to additional sums payable
under this Section
3.01) the applicable Recipient
receives an amount equal to the sum it would have received had no such
withholding or deduction been made. 

     (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of
subsection (a) above, the Borrower shall timely pay to the
relevant Governmental Authority in accordance with applicable law, or at the
option of the Administrative Agent timely reimburse it for the payment of, any
Other Taxes. 

52







     (c) Tax
Indemnifications. (i) The
Borrower shall, and does hereby, indemnify each Recipient, and shall make
payment in respect thereof within 10 days after demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted
on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to
be withheld or deducted from a payment to such Recipient (other than any amounts
arising as a result of the gross negligence or willful misconduct of such
Recipient), and any reasonable out of pocket expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender or
an L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or an L/C
Issuer, accompanied by reasonable supporting documentation shall be conclusive
absent manifest error. The Borrower shall, and does hereby, indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 days
after demand therefor, for any amount which a Lender or an L/C Issuer for any
reason fails to pay indefeasibly to the Administrative Agent as required
pursuant to Section
3.01(c)(ii) below. 

     (ii) Each
Lender and each L/C Issuer shall, and does hereby, severally indemnify, and
shall make payment in respect thereof within 10 days after demand therefor, (x)
the Administrative Agent against any Indemnified Taxes attributable to such
Lender or such L/C Issuer (but only to the extent that the Borrower has not
already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Borrower to do so), (y) the
Administrative Agent and the Borrower, as applicable, against any Taxes
attributable to such Lender’s failure to comply with the provisions of
Section 10.06(d) relating to the maintenance of a Participant
Register and (z) the Administrative Agent and the Borrower, as applicable,
against any Excluded Taxes attributable to such Lender or such L/C Issuer, in
each case, that are payable or paid by the Administrative Agent or the Borrower
in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error.
Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to
set off and apply any and all amounts at any time owing to such Lender or such
L/C Issuer, as the case may be, under this Agreement or any other Loan Document
against any amount due to the Administrative Agent under this clause (ii). 

     (d) Evidence of Payments.
Upon request by the Borrower or the Administrative
Agent, as the case may be, after any payment of Taxes by the Borrower or by the
Administrative Agent to a Governmental Authority as provided in this
Section 3.01, the Borrower shall deliver to the Administrative
Agent or the Administrative Agent shall deliver to the Borrower, as the case may
be, the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of any return required by Laws to
report such payment or other evidence of such payment reasonably satisfactory to
the Borrower or the Administrative Agent, as the case may be. 

53







     (e) Status of Lenders; Tax Documentation. (i) Any Lender that is entitled to an exemption
from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and the Administrative Agent, at the
time or times reasonably requested by the Borrower or the Administrative Agent,
such properly completed and executed documentation prescribed by applicable law
or the taxing authorities of a jurisdiction pursuant to such applicable law or
reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower or
the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the
preceding two sentences, the completion, execution and submission of such
documentation (other than such documentation either (A) set forth in
Section
3.01(e)(ii)(A), (ii)(B) and (ii)(D) below or (B)
required by applicable law other than the Code or the taxing authorities of the
jurisdiction pursuant to such applicable law to comply with the requirements for
exemption or reduction of withholding tax in that jurisdiction) shall not be
required if in the Lender’s reasonable judgment such completion, execution or
submission would subject such Lender to any material unreimbursed cost or
expense or would materially prejudice the legal or commercial position of such
Lender. 

     (ii) Without limiting the generality of the foregoing, in the event that a
Borrower is a U.S. Person, 

     (A) any
Lender that is a U.S. Person shall deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), executed
originals of IRS Form W-9 (or applicable successor form) certifying that such
Lender is exempt from U.S. federal backup withholding tax; 

     (B) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), whichever of
the following is applicable: 

     (I) in the
case of a Foreign Lender claiming the benefits of an income tax treaty to which
the United States is a party (x) with respect to payments of interest under any
Loan Document, executed originals of IRS Form W-8BEN (or applicable successor
form) establishing an exemption from, or reduction of, U.S. federal withholding
Tax pursuant to the “interest” article of such tax treaty and (y) with respect
to any other applicable payments under any Loan Document, IRS Form W-8BEN (or
applicable successor form) establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty; 

     (II) executed originals of IRS Form W-8ECI (or applicable successor form);


     (III) in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate substantially in
the form of Exhibit
F-1 to the effect that such
Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, a “10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y)
executed originals of IRS Form W-8BEN
(or applicable successor form); or 

54







     (IV) to the
extent a Foreign Lender is not the beneficial owner, executed originals of IRS
Form W-8IMY (or applicable successor form), accompanied by IRS Form W-8ECI (or
applicable successor form), IRS Form W-8BEN (or applicable successor form), a
U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit
F-3, IRS Form W-9 (or applicable
successor form), and/or other certification documents from each beneficial
owner, as applicable; provided that if the
Foreign Lender is a partnership and one or more direct or indirect partners of
such Foreign Lender are claiming the portfolio interest exemption, such Foreign
Lender may provide a U.S. Tax Compliance Certificate substantially in the form
of Exhibit F-4 on behalf of each such direct and indirect
partner; 

     (C) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to
the Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), executed
originals of any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower or the Administrative Agent to determine
the withholding or deduction required to be made; and 

     (D) if a
payment made to a Lender under any Loan Document would be subject to U.S.
federal withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Borrower and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower
or the Administrative Agent such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower and the Administrative
Agent to comply with their obligations under FATCA and to determine that such
Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this
clause (D), “FATCA” shall include any amendments made to
FATCA after the date of this Agreement. 

     (iii) Each
Lender agrees that if any form or certification it previously delivered pursuant
to this Section
3.01 expires or becomes obsolete
or inaccurate in any respect, it shall update such form or certification or
promptly notify the Borrower and the Administrative Agent in writing of its
legal inability to do so. 

     (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative
Agent have any obligation to file for or otherwise pursue on behalf of a Lender
or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such
Lender or such L/C Issuer, as the case may be. If any Recipient determines, in
its reasonable discretion,
that it has received a refund of
any Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 3.01 with respect
to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) incurred by such Recipient, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrower, upon the request of the Recipient,
agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Recipient in the event the Recipient is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this
subsection, in no event will the applicable Recipient be required to pay any
amount to the Borrower pursuant to this subsection the payment of which would
place the Recipient in a less favorable net after-Tax position than such
Recipient would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the
indemnification payments or additional amounts with respect to such Tax had
never been paid. This subsection shall not be construed to require any Recipient
to make available its tax returns (or any other information relating to its
taxes that it deems confidential) to the Borrower or any other Person. 

55








     (g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of
the Administrative Agent or any assignment of rights by, or the replacement of,
a Lender or L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations. 

     3.02 Illegality. If any
Law has made it unlawful, or any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Loans whose interest is determined by reference to the Eurocurrency Rate
(whether denominated in Dollars or an Alternative Currency), or to determine or
charge interest rates based upon the Eurocurrency Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars or any Alternative Currency in
the applicable interbank market, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, (i) any obligation of such Lender to
make or continue Eurocurrency Rate Loans in the affected currency or currencies
or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate
Committed Loans to Eurocurrency Rate Loans, shall be suspended, and (ii) if such
notice asserts the illegality of such Lender making or maintaining Base Rate
Loans the interest rate on which is determined by reference to the Eurocurrency
Rate component of the Base Rate, the interest rate on which Base Rate Loans of
such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurocurrency Rate component of the
Base Rate, in each case until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from
such Lender (with a copy to the Administrative Agent), prepay or, if applicable
and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans
of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of
such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurocurrency Rate component of the
Base Rate), either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurocurrency Rate,
the Administrative Agent shall during the period of such suspension compute the
Base Rate applicable to such Lender without reference to the Eurocurrency Rate
component thereof until the Administrative Agent is advised in writing by such
Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon the Eurocurrency Rate. Upon any such prepayment or
conversion, the Borrower shall also pay accrued interest on the amount so
prepaid or converted. 

     3.03 Inability to Determine Rates. If in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof, (a) (i) the Administrative Agent
determines that deposits (whether in Dollars or an Alternative Currency) are not
being offered to banks in the applicable offshore interbank market for such
currency for the applicable amount and Interest Period of such Eurocurrency Rate
Loan, or (ii) adequate and reasonable means do not exist for determining the
Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative
Currency) or in connection with an existing or proposed Base Rate Loan (in each
case with respect to clause
(a) above, “Impacted Loans”), or (b) the Required Lenders determine that for
any reason the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the
cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the
obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the
affected currency or currencies shall be suspended, (to the extent of the
affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a
determination described in the preceding sentence with respect to the
Eurocurrency Rate component of the Base Rate, the utilization of the
Eurocurrency Rate component in determining the Base Rate shall be suspended, in
each case until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans in the affected currency or currencies (to the extent of
the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will
be deemed to have converted such request into a request for a Committed
Borrowing of Base Rate Loans in the amount specified therein.

56 







     Notwithstanding the foregoing, if the
Administrative Agent has made the determination described in this section in
respect of any Eurocurrency Rate Loan, the Administrative Agent, the Borrower
and the affected Lenders shall negotiate in good faith to agree on an
alternative interest rate for such Impacted Loans and upon selection of any
alternative interest rate by the Administrative Agent, the Borrower and the
affected Lenders (such consent or agreement not to be unreasonably withheld or
delayed), such alternative rate of interest shall apply with respect to such
Impacted Loans until (1) the Administrative Agent revokes the notice delivered
with respect to such Impacted Loans under clause (a) of the first
sentence of this section, (2) the Required Lenders notify the Administrative
Agent and the Borrower that such alternative interest rate does not adequately
and fairly reflect the cost to such Lenders of funding such Impacted Loans, or
(3) any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for such Lender or its
applicable Lending Office to make, maintain or fund Loans whose interest is
determined by reference to such alternative rate of interest or to determine or
charge interest rates based upon such rate or any Governmental Authority has
imposed material restrictions on the authority of such Lender to do any of the
foregoing and provides the Administrative Agent and the Borrower written notice
thereof. 

     3.04 Increased Costs; Reserves on Eurocurrency Rate Loans. 

     (a) Increased Costs
Generally. If any Change in Law
shall: 

     (i) impose, modify or deem
applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or
credit extended or participated in by, any Lender (except any reserve
requirement contemplated by Section 3.04(e), other
than as set forth below) or any L/C Issuer; 

     (ii) subject any Recipient to any
Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of
Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal,
letters of credit, commitments, or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto; or; 

     (iii) impose on any Lender or any
L/C Issuer or the London interbank market any other condition, cost or expense
affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any
Letter of Credit or participation therein; 

57 







and the result of any of
the foregoing shall be to increase the cost to such Lender of making, converting
to, continuing or maintaining any Loan the interest on which is determined by
reference to the Eurocurrency Rate (or of maintaining its obligation to make any
such Loan), or to increase the cost to such Lender or such L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce
the amount of any sum received or receivable by such Lender or such L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or such L/C Issuer, the Borrower will pay to such Lender
or such L/C Issuer, as the case may be, such additional amount or amounts as
will compensate such Lender or such L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered. 

     (b) Capital
Requirements. If any Lender or
any L/C Issuer determines that any Change in Law affecting such Lender or such
L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C
Issuer’s holding company, if any, regarding capital or liquidity requirements
has or would have the effect of reducing the rate of return on such Lender’s or
such L/C Issuer’s capital or on the capital of such Lender’s or such L/C
Issuer’s holding company, if any, as a consequence of this Agreement, the
Commitments of such Lender or the Loans made by, or participations in Letters of
Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued
by such L/C Issuer, to a level below that which such Lender or such L/C Issuer
or such Lender’s or such L/C Issuer’s holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s or such L/C
Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding
company with respect to capital adequacy and liquidity), then from time to time
the Borrower will pay to such Lender or such L/C Issuer, as the case may be,
such additional amount or amounts as will compensate such Lender or such L/C
Issuer or such Lender’s or such L/C Issuer’s holding company for any such
reduction suffered. 

     (c) Certificates for
Reimbursement. A certificate of a
Lender or an L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or such L/C Issuer or its holding company, as the case
may be, as specified in subsection
(a) or (b)
of this Section and delivered to the Borrower shall be conclusive absent
manifest error. The Borrower shall pay such Lender or such L/C Issuer, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof. 

     (d) Delay in
Requests. Failure or delay on the
part of any Lender or any L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section 3.04 shall not
constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such
compensation, provided that no Borrower
shall be required to compensate a Lender or an L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than one hundred and eighty days prior to the date that
such Lender or such L/C Issuer, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender’s or such L/C Issuer’s intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof). 

     (e) Additional Reserve
Requirements. The Borrower shall
pay to each Lender, (i) as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional interest on the unpaid principal amount of each Eurocurrency Rate
Loan equal to the actual costs of such reserves allocated to such Loan by such
Lender (as determined by such Lender in good faith, which determination shall be
conclusive), and (ii) as long as such Lender shall be required to comply with
any reserve ratio requirement or analogous requirement of any other central
banking or financial regulatory authority imposed in respect of the maintenance
of the Commitments or the funding of the Eurocurrency Rate Loans, such
additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs
allocated to such Commitment or Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), which in each
case shall be due and payable on each date on which interest is payable on such
Loan, provided the Borrower shall have received at least 10
days’ prior notice (with a copy to the Administrative Agent) of such additional
interest or costs from such Lender. If a Lender fails to give notice 10 days
prior to the relevant Interest Payment Date, such additional interest or costs
shall be due and payable 10 days from receipt of such notice.

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     (f) Notwithstanding any other
provision of this Section, no Lender or L/C Issuer shall demand compensation for
any increased cost or reduction pursuant to this Section 3.04 if it shall not at the time be the general policy
or practice of such Lender or L/C Issuer to demand such compensation from the
borrowers similarly situated in similar circumstances under comparable
provisions of other credit agreements; provided, however, that nothing in this Section shall require any Lender or any L/C Issuer
to disclose any confidential information related to similarly situated
borrowers, comparable provisions of other credit agreements or otherwise, and
any Lender’s or any L/C Issuer’s failure to provide such confidential
information shall not preclude such Lender or L/C Issuer, as applicable, from
asserting that such other borrower is similarly situated in similar
circumstances to the Borrower and providing non-confidential information with
respect thereto.

     3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent)
from time to time, the Borrower shall promptly compensate such Lender for and
hold such Lender harmless from any loss, cost or expense incurred by it as a
result of: 

     (a) any continuation, conversion,
payment or prepayment of any Loan other than a Base Rate Loan on a day other
than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise); 

     (b) any failure by the Borrower
(for a reason other than the failure of such Lender to make a Loan) to prepay,
borrow, continue or convert any Loan other than a Base Rate Loan on the date or
in the amount notified by the Borrower; 

     (c) any failure by the Borrower
to make payment of any Loan or drawing under any Letter of Credit (or interest
due thereon) denominated in an Alternative Currency on its scheduled due date or
any payment thereof in a different currency; or 

     (d) any assignment of a
Eurocurrency Rate Loan on a day other than the last day of the Interest Period
therefor as a result of a request by the Borrower pursuant to Section 10.13; 

including any foreign
exchange losses and any loss (excluding loss of anticipated profits) or expense
arising from the liquidation or reemployment of funds obtained by it to maintain
such Loan, from fees payable to terminate the deposits from which such funds
were obtained or from the performance of any foreign exchange contract. The
Borrower shall also pay any customary administrative fees charged by such Lender
in connection with the foregoing. 

For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore
interbank market for such currency for a comparable amount and for a comparable
period, whether or not such Eurocurrency Rate Loan was in fact so
funded.

59 







     3.06 Mitigation Obligations; Replacement of Lenders. 

     (a) Designation of a Different
Lending Office. Each Lender may
make any Credit Extension to the Borrower through any Lending Office, provided
that the exercise of this option shall not affect the obligation of the Borrower
to repay the Credit Extension in accordance with the terms of this Agreement. If
any Lender requests compensation under Section 3.04, or requires
the Borrower to pay any Indemnified Taxes or additional amounts to any Lender,
any L/C Issuer, or any Governmental Authority for the account of any Lender or
any L/C Issuer pursuant to Section
3.01, or if any Lender gives a
notice pursuant to Section
3.02, then at the request of the
Borrower such Lender or such L/C Issuer shall, as applicable, use reasonable
efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender or such L/C
Issuer, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice
pursuant to Section
3.02, as applicable, and (ii) in
each case, would not subject such Lender or such L/C Issuer, as the case may be,
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender or such L/C Issuer, as the case may be. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender or any
L/C Issuer in connection with any such designation or assignment. 

     (b) Replacement of
Lenders. If any Lender requests
compensation under Section
3.04, or if the Borrower is
required to pay any Indemnified Taxes or additional amounts to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is
unable to designate a different lending office in accordance with
Section 3.06(a), the Borrower may replace such Lender in
accordance with Section
10.13. 

     3.07 Survival. All
obligations of the Borrower under this Article III shall survive
termination of the Aggregate Commitments, repayment of all other Obligations
hereunder, and resignation of the Administrative Agent. 

ARTICLE IV.

CONDITIONS PRECEDENT TO
CREDIT EXTENSIONS 

     4.01 Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent: 

     (a) The Administrative Agent’s
receipt of the following, each of which shall be originals or telecopies
(followed promptly by originals) unless otherwise specified, each properly
executed by a Responsible Officer of the Borrower, each dated the Closing Date
(or, in the case of certificates of governmental officials, a recent date before
the Closing Date) and each in form and substance satisfactory to the
Administrative Agent and each of the Lenders: 

     (i) executed counterparts of this
Agreement, sufficient in number for distribution to the Administrative Agent,
each Lender and the Borrower; 

     (ii) Notes executed by the
Borrower in favor of each Lender requesting Notes; 

60 







     (iii) such certificates of
resolutions or other action, incumbency certificates and/or other certificates
of Responsible Officers of the Borrower as the Administrative Agent may require
evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this
Agreement and the other Loan Documents to which the Borrower is a party;


     (iv) such documents and
certifications as the Administrative Agent may reasonably require to evidence
that the Borrower is duly organized or formed and is validly existing, in good
standing and qualified to engage in business in New York; 

     (v) a favorable opinion of Roya
Behina, General Counsel of the Borrower, and a favorable opinion of Shearman
& Sterling LLP, counsel to the Borrower, each addressed to the
Administrative Agent and each Lender, as to the matters concerning the Borrower
and the Loan Documents as the Administrative Agent or the Required Lenders may
reasonably request; 

     (vi) a certificate of a
Responsible Officer of the Borrower either (A) attaching copies of all consents,
licenses and approvals required in connection with the execution, delivery and
performance by the Borrower and the validity against the Borrower of the Loan
Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or (B) stating that no such consents,
licenses or approvals are so required; and 

     (vii) a certificate signed by a
Responsible Officer of the Borrower certifying (A) that the conditions specified
in Sections
4.02(a) and (b)
have been satisfied, (B) that there has been no event or circumstance since the
date of the Audited Financial Statements that has had or could be reasonably
expected to have, either individually or in the aggregate, a Material Adverse
Effect, and (C) the current Debt Ratings.

     (b) Any fees required to be paid
on or before the Closing Date shall have been paid. 

     (c) The Administrative Agent’s
receipt of the Audited Financial Statements and the most recently available
quarterly financial statements of the Borrower and its Subsidiaries. 

     (d) Unless waived by the
Administrative Agent, the Borrower shall have paid all fees, charges and
disbursements of counsel to the Administrative Agent (directly to such counsel
if requested by the Administrative Agent) to the extent invoiced prior to or on
the Closing Date, plus such additional amounts of such fees, charges and
disbursements as shall constitute its reasonable estimate of such fees, charges
and disbursements incurred or to be incurred by it through the closing
proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the
Borrower and the Administrative Agent). 

     Without limiting the generality of the
provisions of the last paragraph of Section 9.03, for purposes
of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto. 

61 







     4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Committed Loans to the other Type, or a continuation of
Eurocurrency Rate Loans) is subject to the following conditions
precedent:

     (a) The representations and
warranties of (i) the Borrower contained in Article V (excluding, however,
Section 5.05(c) and Section 5.06 with respect
to any Request for Credit Extension after the Closing Date) and contained in
each other Loan Document, or which are contained in any document furnished at
any time under or in connection herewith or therewith, shall be true and correct
in all material respects (or, with respect to any representation or warranty
qualified by reference to materiality or Material Adverse Effect, in all
respects) on and as of the date of such Credit Extension, except to the extent
that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct as of such earlier date, and except
that for purposes of this Section 4.02, the representations and warranties
contained in subsections
(a) and (b)
of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to subsections (a) and
(b), respectively, of Section 6.01. 

     (b) No Default shall exist, or
would result from such proposed Credit Extension or from the application of the
proceeds thereof. 

     (c) The Administrative Agent and,
if applicable, the applicable L/C Issuer or the Swing Line Lender shall have
received a Request for Credit Extension in accordance with the requirements
hereof. 

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

Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of
Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans)
submitted by the Borrower shall be deemed to be a representation and warranty
that the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the
applicable Credit Extension. 

ARTICLE V.

REPRESENTATIONS AND
WARRANTIES 

     The Borrower represents and warrants to
the Administrative Agent and the Lenders that: 

     5.01 Existence, Qualification and Power; Compliance with
Laws. The Borrower and each
Subsidiary (a) is duly incorporated or organized, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents (if any) to which it is a party, (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license and (d) is in
compliance with all Laws, regulations and orders of any Governmental Authority
applicable to it or its properties; except in each case referred to in
clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to
result in a Material Adverse Effect. 

62 







     5.02 Authorization; No Contravention. The execution, delivery and performance by the
Borrower of each Loan Document have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a) contravene
the terms of the Borrower’s Organization Documents; (b) conflict with or result
in any breach or contravention of, or the creation of any Lien under, or require
any payment to be made under (i) any material agreement, instrument or
undertaking to which the Borrower is a party or affecting the Borrower or the
properties of the Borrower or any of its Subsidiaries or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which the Borrower or its property is subject; or (c) violate any Law, rule
or regulation. The Borrower and each Subsidiary is in compliance with all
agreements, instruments and undertakings referred to in clause (b)(i), except to the extent that failure to be in
compliance could not reasonably be expected to result in a Material Adverse
Effect. 

     5.03 Governmental
Authorization; Other Consents. No registration with or consent or
approval of,  or other action by, any Governmental Authority or any other Person is required  in connection with the
execution, delivery and performance of this Agreement or  the other Loan Documents by the Borrower or the borrowings and each
other  extension of credit hereunder, other than registrations, consents and approvals  received prior to the date hereof and
which are in full force and effect or such  registrations, consents and approvals referred to in Section
5.01 hereof. 

     5.04
Binding Effect. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by the Borrower. This Agreement constitutes, and each other Loan Document when
so executed and delivered will constitute, a legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with its terms
except to the extent that enforcement may be limited by applicable bankruptcy,
reorganization, moratorium, insolvency and similar Laws affecting creditors’
rights generally or by equitable principles of general application, regardless
of whether considered in a proceeding in equity or at law. 

     5.05 Financial Statements; No Material Adverse Effect. 

     (a) The Audited Financial
Statements (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; (ii) fairly present in all material respects the consolidated financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
consolidated results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Borrower and its Subsidiaries as
of the date thereof, including liabilities for taxes, material commitments and
Indebtedness. 

     (b) The unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at January 31, 2013, and
the related unaudited consolidated statements of earnings and cash flows for the
fiscal quarter ended on that date, (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein and (ii) fairly present in all material respects the
financial condition of the Borrower and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby, subject, in the
case of clauses
(i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.


     (c) Since the date of the Audited
Financial Statements, there has been no event or circumstance, either
individually or in the aggregate, that has resulted, or could reasonably be
expected to result, in a Material Adverse Effect. The Borrower is Solvent.


63 







     5.06 Litigation.

     (a) There are no actions, suits
or proceedings (whether or not purportedly on behalf of the Borrower or any
Subsidiary) pending or, to the knowledge of the Borrower, threatened against or
affecting the Borrower or any Subsidiary at law or in equity or before or by any
Governmental Authority, which involve any of the Transactions or which could
reasonably be expected to result in a Material Adverse Effect. 

     (b) Neither the Borrower nor any
Subsidiary is in default with respect to any judgment, writ, injunction, decree,
rule or regulation of any Governmental Authority which could reasonably be
expected to result in a Material Adverse Effect. 

     5.07 No
Default. Neither the
Borrower nor any Subsidiary is a party to any agreement, indenture, loan or
credit agreement or any lease or other agreement or instrument or subject to any
charter or other corporate restriction or any judgment, order, writ, injunction,
decree or regulation which could reasonably be expected to result in a Material
Adverse Effect.

     5.08 Ownership of Property; Liens. The Borrower and each Subsidiary has good title to its respective
material properties and assets, and all such material properties and assets are
free and clear of all Liens other than Permitted Liens. 

     5.09 Environmental Compliance. Except as disclosed in the financial statements described in
Section 5.05 (including the notes thereto), the Borrower and
each Subsidiary are in compliance with all applicable Environmental Laws and
neither the Borrower nor any Subsidiary has used Hazardous Materials on, from,
or affecting any property now owned or occupied or hereafter owned or occupied
by the Borrower or any such Subsidiary in any manner which violates any
applicable Environmental Law, except to the extent any such noncompliance or
violation could not reasonably be expected to result in a Material Adverse
Effect. Except as disclosed in the financial statements described in
Section 5.05 (including the notes thereto), to the best actual
knowledge of any Responsible Officer of the Borrower, no prior owner of any such
property or any tenant, subtenant, prior tenant or prior subtenant have used
Hazardous Materials on, from, or affecting such property in any manner which
violates any applicable Environmental Law, except to the extent any such
violation could not reasonably be expected to result in a Material Adverse
Effect. 

     5.10 Insurance. The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies in such amounts, with such deductibles
and covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where the
Borrower or the applicable Subsidiary operates. 

     5.11 Taxes. Each of the
Borrower and its Subsidiaries has timely filed or caused to be filed (taking
into account extensions) all Tax returns and reports required to have been filed
and has paid or caused to be paid all Taxes required to have been paid by it,
except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, has
set aside on its books adequate reserves or (b) to the extent that the failure
to do so could not reasonably be expected to result in a Material Adverse
Effect. There is no proposed tax assessment against the Borrower or any
Subsidiary that would, if made, result in a Material Adverse Effect.

     5.12 ERISA
Compliance. No material
liability under ERISA or the Code (other than for PBGC premiums due but not
delinquent), has been imposed, or could reasonably be expected to be imposed,
upon the Borrower or any ERISA Affiliate. No ERISA Event has occurred, or could
reasonably be expected to occur, that, when taken together with any other ERISA
Events that have occurred, could reasonably be expected to result in a material
liability to the Borrower or any ERISA Affiliate. No lien imposed under the Code
or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or
to the knowledge of the Borrower is likely to arise on account of any Plan. The
excess of the present value of all projected benefit obligations under each Plan
(based on the assumptions used for purposes of preparing the audited financial
statements set forth in the Borrower’s most recent Annual Report on Form 10-K),
as of the date of the most recent financial statements reflecting such amounts,
over the fair market value of the assets of such Plan, if any, could not
reasonably be expected to result in a Material Adverse Effect.

64 







     5.13 Subsidiaries; Equity Interests. Attached hereto as Schedule 5.13 is a correct and complete list of each of the
Subsidiaries (other than directors and officers of the Borrower) as of the date
hereof showing its name and the jurisdiction of its incorporation. 

     5.14 Margin
Regulations; Investment Company Act. 

     (a) Neither the Borrower nor any
of its Subsidiaries is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock. Following the application of
the proceeds of each Borrowing and each issuance of a Letter of Credit, not more
than 25% of the value of the assets (either of the Borrower only or of the
Borrower and its Subsidiaries on a consolidated basis) subject to any provision
of this Agreement under which the sale, pledge or disposition of assets is
restricted (within the meaning of Regulation U) will be margin stock.


     (b) The Borrower is not required
to register as an “investment company” under the Investment Company Act of 1940.


     5.15 Disclosure. No
report, financial statement, certificate or other information furnished in
writing by or on behalf the Borrower to the Administrative Agent, any L/C Issuer
or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Loan
Document, taken as whole with any other information furnished or publicly
available, contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading as of the
date when made or delivered; provided that, with
respect to any forecast, projection or other statement regarding future
performance, future financial results or other future developments, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time such information was prepared
(it being understood that any such information is subject to significant
uncertainties and contingencies, many of which are beyond the Borrower’s
control, and that no assurance can be given that the future developments
addressed in such information can be realized). 

     5.16 Permits and Licenses, Etc. The Borrower and each Subsidiary has all permits, licenses,
certifications, authorizations and approvals required for it lawfully to own and
operate its respective business except to the extent the failure to have any
such permit, license, certification, authorization or approval could not
reasonably be expected to result in a Material Adverse Effect. 

     5.17 Labor
Disputes and Acts of God.
Neither the business nor the properties of the Borrower or any Subsidiary are
affected by any accident, loss, theft, destruction, strike, lockout or other
labor dispute, embargo, condemnation, act of God or of the public enemy or other
casualty (whether or not covered by insurance), which could reasonably be
expected to result in a Material Adverse Effect. 

     5.18 Sanctions. Neither
the Borrower nor any Subsidiary, nor, to the Borrower’s knowledge, any Related
Party, (i) is currently the subject of any Sanctions, (ii) is located, organized
or residing in any Designated Jurisdiction, or (iii) is engaged in any
transaction with any Person who is now the subject of Sanctions or who is
located, organized or residing in any Designated Jurisdiction, except pursuant
to a valid license by the appropriate Governmental Authority. No Loan, nor the
proceeds from any Loan, has been used, except pursuant to a valid license by the
appropriate Governmental Authority, directly or indirectly, to lend, contribute,
provide or has otherwise made available to fund any activity or business in any
Designated Jurisdiction or to fund any activity or business of any Person
located, organized or residing in any Designated Jurisdiction or who is the
subject of any Sanctions, or in any other manner that will result in any
violation by any Person (including any Lender, any Arranger, the Administrative
Agent, any L/C Issuer or the Swing Line Lender) of Sanctions.

65 







     5.19 Cash
Pool Arrangements. The Cash
Pool Availability under each Cash Pool Arrangement exceeds the Cash Pool
Obligations outstanding thereunder, and no Cash Pool Bank has made extensions of
third party financing pursuant to any Cash Pool Arrangement in excess of the
Cash Pool Availability thereunder. Attached hereto as Schedule 5.19 is a correct and complete list of all Cash Pool
Arrangements of the Borrower and its Subsidiaries as of the date hereof.


     5.20 Anti-Corruption Laws.
The Borrower and its Subsidiaries have conducted their business in compliance in
all material respects with applicable Anti-Corruption Laws and have instituted
and maintained policies and procedures designed to promote and achieve
compliance with such laws.

ARTICLE VI.

AFFIRMATIVE COVENANTS 

     So long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation hereunder (other than
contingent indemnification obligations as to which no claim has been asserted)
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, the Borrower shall, and shall (except in the case of the covenants
set forth in Sections
6.01, 6.02, and 6.03) cause each Subsidiary to: 

     6.01
Financial
Statements. Deliver to the
Administrative Agent, in form and detail satisfactory to the Administrative
Agent and the Required Lenders: 

     (a) as soon as available, but in
any event within 90 days after the end of each fiscal year of the Borrower or at
such earlier time as the SEC may require the Borrower to deliver its Form 10-K
(commencing with the fiscal year ending July 31, 2013), a consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal year,
and the related consolidated statements of earnings, shareholders’ equity and
cash flows for such fiscal year, setting forth in each case in comparative form
the figures for the previous fiscal year, all in reasonable detail and prepared
in accordance with GAAP consistently applied throughout the periods covered
thereby, except as otherwise expressly noted therein, audited and accompanied by
a report and opinion of an independent certified public accountant of nationally
recognized standing reasonably acceptable to the Required Lenders, which report
and opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of such financial
statement audit; and 

     (b) as soon as available, but in
any event within 45 days after the end of each of the first three fiscal
quarters of the Borrower or at such earlier time as the SEC may require the
Borrower to deliver its Form 10-Q (commencing with the fiscal quarter ended
April 30, 2013), (i) a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such quarter and (ii) consolidated statements of
earnings of the Borrower and its Subsidiaries for such quarter and (in the case
of the second and third quarters) for the portion of the fiscal year ending with
such quarter, and a statement of cash flows for the portion of the fiscal year
ending with such quarter, setting forth in each case in comparative form the
figures for the corresponding periods in the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally consistently applied throughout the periods
covered thereby, except as otherwise expressly noted therein, and certified by a
Responsible Officer of the Borrower as fairly presenting, in all material
respects, the financial position of the Borrower and its Subsidiaries being
reported on and their results of operations and cash flows, subject to the
changes resulting from year-end adjustments.

66 







As to any information
contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to
furnish such information under clause (a) or
(b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in clauses
(a) and (b)
above at the times specified therein. 

     6.02
Certificates; Other
Information. Deliver to the
Administrative Agent, in form and detail satisfactory to the Administrative
Agent and the Required Lenders: 

     (a) concurrently with the
delivery of the financial statements referred to in Section 6.01(a), a certificate of
its independent certified public accountants certifying such financial
statements and stating that in making the examination necessary therefor no
knowledge was obtained of any Default or, if any such Default shall exist,
stating the nature and status of such event; 

     (b) concurrently with the
delivery of the financial statements referred to in Section 6.01(a) and (b), a duly
completed Compliance Certificate signed by a Responsible Officer of the
Borrower; 

     (c) promptly after the same are
available, copies of each annual report, proxy or financial statement or other
report or communication sent to the stockholders of the Borrower, and copies of
all annual, regular, periodic and special reports and registration statements
which the Borrower may file or be required to file with the SEC under Section 13
or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to
be delivered to the Administrative Agent pursuant hereto; 

     (d) promptly, and in any event
within five Business Days after receipt thereof by the Borrower or any
Subsidiary thereof, copies of each notice or other correspondence received from
the SEC or the U.S. Department of Justice concerning any investigation or
possible investigation or other inquiry by such agency regarding financial or
other operational results of the Borrower or any Subsidiary thereof;
and 

     (e) promptly, such additional information regarding
the business, financial or corporate affairs of the Borrower or any Subsidiary,
or compliance with the terms of the Loan Documents, as the Administrative Agent
or any Lender may from time to time reasonably request. 

     Documents required to be delivered
pursuant to Section
6.01(a) or (b)
or paragraph (c) of this Section (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrower posts such documents, or provides a link
thereto on the Borrower’s website on the Internet at www.pall.com; or (ii) on
which such documents are posted on the Borrower’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent has
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that (A) the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender upon its request to the Borrower to deliver such paper
copies until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (B) the Borrower shall notify the
Administrative Agent (by facsimile transmission or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such
documents. The Administrative Agent shall have no obligation to request the
delivery of or to maintain paper copies of the documents referred to above, and
in any event shall have no responsibility to monitor compliance by the Borrower
with any such request by a Lender for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.

67 







     The Borrower hereby acknowledges that (a)
the Administrative Agent and/or the Arrangers may make available to the Lenders
and the L/C Issuers materials and/or information provided by or on behalf of the
Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar or
another similar electronic system (the “Platform”) and (b) certain
of the Lenders (each, a “Public
Lender”) may have personnel who
do not wish to receive material non-public information with respect to the
Borrower or its Affiliates, or the respective securities of any of the
foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities. The Borrower hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent, the Arrangers, the L/C Issuers and the
Lenders to treat such Borrower Materials as either publicly available
information or not containing any material non-public information (although it
may be sensitive and proprietary) with respect to the Borrower or its securities
for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they
shall be treated as set forth in Section 10.07); (y) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Side Information”; and (z) the
Administrative Agent and the Arrangers shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Side Information”. 

     6.03 Notices. Promptly
notify the Administrative Agent: 

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

     (b) of any matter that has
resulted or could reasonably be expected to result in a Material Adverse Effect;


     (c) of the occurrence of any
ERISA Event; 

     (d) of any material change in
accounting policies or financial reporting practices by the Borrower or any
Subsidiary not mandated by GAAP; and 

     (e) of any announcement by
Moody’s or S&P of any change in a Debt Rating. 

     Each notice pursuant to this Section
(other than subsection (e)) shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to
therein and stating what action the Borrower has taken and proposes to take with
respect thereto. Each notice pursuant to paragraph (a) of this
Section shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached. 

68 







     6.04 Payment of Obligations. 

     (a) Pay all Indebtedness and obligations
(in each case in an amount in excess of the Threshold Amount), now existing or
hereafter arising, as and when due and payable except where (i) the validity or
amount thereof is being contested in good faith and by appropriate proceedings,
which proceedings shall include good faith negotiations, and (ii) the Borrower
or any Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP, and (iii) the failure to make such payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect, and (b) pay and discharge or cause to be paid and discharged
promptly all Taxes imposed upon it or upon its income and profits, or upon any
of its property, real, personal or mixed, or upon any part thereof, as and when
due and payable, as well as all lawful claims for labor, materials and supplies
or otherwise which, if unpaid, might become a lien or charge upon such
properties or any part thereof or except where the failure to make such payment
could not reasonably be expected to result in a Material Adverse Effect;
provided, however, that neither the
Borrower nor any Subsidiary shall be required to pay and discharge or cause to
be paid and discharged any such Tax, assessment, charge, levy or claim so long
as the validity thereof shall be contested in good faith by appropriate
proceedings, and the Borrower or such Subsidiary, as the case may be, shall have
set aside on its books adequate reserves determined in accordance with GAAP with
respect to any such tax, assessment, charge, levy or claim so contested;
provided further that, subject to
the foregoing proviso, the Borrower and each Subsidiary will pay or cause to be
paid all such taxes, assessments, charges, levies or claims upon the
commencement of proceedings to foreclose any lien which has attached as security
therefor. 

     6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force
and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction permitted by
Section 7.04 or 7.05, (b) take all
reasonable action to maintain all rights, privileges, permits, licenses and
franchises (other than as expressly permitted herein) necessary or desirable in
the normal conduct of its business, except to the extent that failure to do so
could not reasonably be expected to result in a Material Adverse Effect and (c)
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to
result in a Material Adverse Effect. 

     6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted; (b) make all necessary repairs and
improvements thereto and renewals and replacements thereof so that the business
carried on in connection therewith may be conducted in the ordinary course at
all times in the manner and custom of similar businesses; and (c) use the
standard of care typical in the industry in the operation and maintenance of its
facilities. 

     6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies that
are not Affiliates of the Borrower, or through self-insurance, if adequate
reserves are maintained with respect thereto, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types
(including hazard, business interruption, public liability and product
liability) and in such amounts (including deductibles and co-insurance, if
adequate reserves are maintained with respect thereto) as are customarily
carried under similar circumstances by such other Persons. 

     6.08 Compliance with Laws.
Comply with the requirements of all applicable Laws, rules, regulations and
orders of any Governmental Authority (including Environmental Laws), the breach
of which could reasonably be expected to result in a Material Adverse Effect,
including, without limitation, the rules and regulations of the FRB. 

     6.09 Books
and Records. Maintain
adequate records and proper books of record and account in which full entries,
true and correct in all material respects, will be made in a manner to enable
the preparation of financial statements in accordance with GAAP, and which shall
reflect all financial transactions of the Borrower and each Subsidiary and
matters involving the assets and business of the Borrower and each
Subsidiary.

69 







     6.10 Inspection Rights. At
any time during normal business hours, upon reasonable advance notice and
subject to compliance by the Administrative Agent with the Borrower’s normal
confidentiality requirements, permit the Administrative Agent or any of its
agents or representatives to examine the books and records of the Borrower and
its Subsidiaries and to visit the properties of the Borrower and its
Subsidiaries and to discuss the affairs, finances and accounts of the Borrower
and its Subsidiaries with any of the Borrower’s executive officers or, in the
presence of a Responsible Officer of the Borrower or a person designated in
writing by a Responsible Officer of the Borrower, the Borrower’s independent
accountants. 

     6.11 Use of
Proceeds. Use the proceeds
of the Credit Extensions for working capital and general corporate purposes not
in contravention of any Law or of any Loan Document and to refinance certain
existing indebtedness. 

     6.12 Cash
Pool Arrangements. Maintain
Cash Pool Availability under each Cash Pool Arrangement in excess of the Cash
Pool Obligations outstanding thereunder. 

     6.13 Anti-Corruption Laws.
Conduct its business in compliance in all material respects with applicable
Anti-Corruption Laws and maintain policies and procedures designed to promote
and achieve compliance with such laws and all applicable Sanctions.

ARTICLE VII. 
NEGATIVE
COVENANTS 

     So long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation hereunder (other than
contingent indemnification obligations as to which no claim has been asserted)
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, the Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly: 

     7.01
Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following (collectively, “Permitted Liens”): 

     (a) Liens created under any Loan
Document; 

     (b) Liens existing on the date of
this Agreement and listed on Schedule 7.01, and
extensions, renewals and replacements thereof to the extent such extensions,
renewals and replacements secure only the obligations secured by such original
Liens and extend only to the assets covered by such original Liens; 

     (c) Liens imposed by Law for
Taxes (i) not yet due or (ii) which are being contested in compliance with
Section 6.04; 

     (d) carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s or other like Liens arising in the
ordinary course of business which are not yet due and payable or the payment of
which is not at the time required; 

     (e) pledges or deposits in the
ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation, other than any
Lien imposed by ERISA or, with respect to any Plan, the Code; 

70 







     (f) deposits to secure (or obtain
letters of credit that secure) the performance of tenders, statutory
obligations, surety bonds, appeal bonds, bids, leases, performance bonds,
purchase, construction or sales contracts and other similar obligations, in each
case not incurred or made in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred purchase price of
property; 

     (g) leases or subleases granted
to others, easements, rights-of-way, restrictions (including zoning
restrictions) and other similar encumbrances affecting real property which, in
the aggregate could not result in a Material Adverse Effect; 

     (h) Liens securing judgments for
the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related
to such judgments, unless the judgment it secures shall not, within 60 days
after the entry thereof, have been discharged or execution thereof stayed
pending appeal, or shall not have been discharged within 60 days after the
expiration of any stay; 

     (i) Liens securing leases;


     (j) Liens (i) of a collection
bank arising under Section 4-210 of the Uniform Commercial Code on items in the
course of collection, (ii) attaching to commodity trading accounts or other
commodities brokerage accounts incurred in the ordinary course of business and
not for speculative purposes; and (iii) in favor of a banking or other financial
institution arising as a matter of law or under customary general terms and
conditions encumbering deposits (including the right of set-off) and which are
within the general parameters customary in the banking industry, provided that (1) the account containing such deposits is not a dedicated cash
collateral account and is not subject to restrictions against access by the
Borrower in excess of those set forth by regulations promulgated by the FRB, and
(2) the account containing such deposits is not intended by the Borrower to
provide collateral to the depository institution; 

     (k) Liens on cash of Subsidiaries
on deposit with any Cash Pool Bank securing Cash Pool Obligations owed to such
Cash Pool Bank; 

     (l) Liens in favor of the New
Notes Trustee deemed to exist on any proceeds of Refinancing Notes held in a
restricted deposit account designated for such purpose; 

     (m) Liens on the assets of
Securitization Finance Subsidiaries, provided that such Liens shall only secure
obligations with respect to a Permitted Securitization Financing; 

     (n) Licenses or sublicenses
granted to others in the ordinary course of business; 

     (o) Liens (i) in favor of customs
and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods in the ordinary course of
business or (ii) on specific items of inventory or other goods and proceeds of
any Person securing such Person’s obligations in respect of bankers’ acceptances
or letters of credit issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods in
the ordinary course of business; 

     (p) Liens on cash advances in
favor of the seller of any property to be acquired in an Investment permitted
pursuant to Sections
7.02 to be applied against the
purchase price for such Investment; 

71 








       (q) Liens
existing on property at the time of its acquisition or existing on the property
of any Person that becomes a Subsidiary after the date hereof; provided, that (i) such Lien was not created in contemplation of such acquisition
or such Person becoming a Subsidiary, and (ii) such Lien does not extend to or
cover any other assets or property (other than the proceeds or products
thereof); 

       (r) Liens
arising from precautionary UCC financing statement filings regarding leases
entered into by the Borrower or any Subsidiary in the ordinary course of
business; 

       (s) any
interest or title of a lessor, sublessor, licensee, sublicensee, licensor or
sublicensor under any lease, sublease, license or sublicense agreement
(including software and other technology licenses) in the ordinary course of
business; 

       (t) Liens
arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by the Borrower or any Subsidiary in
the ordinary course of business; 

       (u) deposits made in the ordinary course of business to secure liability to
insurance carriers; 

       (v) receipt of progress payments and advances from customers in the ordinary
course of business to the extent same creates a Lien on the related inventory
and proceeds thereof; 

       (w) Liens
granted in connection with Swap Contracts in the ordinary course of business for
the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets or property held or reasonably anticipated by
the Borrower or its Subsidiaries, or changes in the value of securities issued
by the Borrower or its Subsidiaries, and not for purposes of speculation or
taking a “market view”; and 

       (x) Liens
not expressly permitted by clauses
(a) through (k)
and (n) through (w) above securing or
deemed to exist in connection with Priority Indebtedness permitted under
Section 7.03; provided that such Liens
shall not secure any other obligations (other than principal, interest, fee,
expense reimbursement, indemnity and similar obligations associated with such
permitted Priority Indebtedness).


       7.02 Investments. Make any
Investments, except: 

       (a) Investments held by the Borrower or any Subsidiary in the form of
Eligible Investments; 

       (b) Investments of the Borrower in any Subsidiary and Investments of any
Subsidiary in the Borrower or in another Subsidiary; 

       (c) Investments consisting of extensions of credit in the nature of accounts
receivable or notes receivable arising from the grant of trade credit in the
ordinary course of business, and Investments received in satisfaction or partial
satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss; 

       (d) Investments constituting Permitted Acquisitions; 

       (e) Investments (including by the purchase of Equity Interests) (other than
Investments listed on Schedule
7.02 hereto, such Investments
being permitted by clause
(h) below) by the Borrower in any
Person which is not a Subsidiary; provided that such
entities are engaged in a business which is
related to the business of the Borrower, and provided further that the aggregate amount of all Investments made
pursuant to this paragraph, calculated at the time of the incurrence of each
such Investment, is in an amount not in excess of 15.0% of the Consolidated
Tangible Assets of the Borrower and its Subsidiaries 

72 







       (f) Investments in the Borrower’s benefits protection trust, established for
the purpose of satisfying certain supplemental retirement benefit obligations
for eligible executives in the event of a change of control of the
Borrower; 

       (g) Investments in a Securitization Finance Subsidiary or any Investment by a
Securitization Finance Subsidiary in any other Person in connection with and as
reasonably necessary for a Permitted Securitization Financing;
and 

       (h) Investments not otherwise specified in clauses (a) through (f) hereof that are
described on Schedule
7.02 hereto. 

      
7.03
Priority
Indebtedness. Permit the
aggregate Priority Indebtedness (excluding the Priority Indebtedness listed on
Schedule 7.03 and extensions, renewals and replacements thereof
to the extent such extensions, renewals and replacements (i) do not increase the
outstanding principal amount thereof, (ii) do not result in an earlier maturity
date or decreased weighted average life thereof and (iii) are not secured by any
Liens other than those permitted by Section 7.01(b)) of the
Borrower and its Subsidiaries at any time to exceed 10.0% of Consolidated Net
Tangible Assets as of the most recent fiscal quarter end of the Borrower.


      
7.04
Fundamental
Changes. Merge, dissolve,
liquidate, consolidate with or into another Person, or Dispose of (whether in
one transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person or
purchase or otherwise acquire all or substantially all of the assets of any
Person (or any division thereof) whether in one transaction or a series of
transactions, except that, so long as no Default exists or would result
therefrom: 

       (a) any US
Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii)
any one or more other US Subsidiaries; 

       (b) any
Foreign Subsidiary may merge with any one or more other Foreign
Subsidiaries; 

       (c) any
Subsidiary may Dispose of all or substantially all its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another
Subsidiary; 

       (d) the
Borrower and any Subsidiary may make Investments permitted under Section 7.02 and Permitted Acquisitions; and 

       (e) the
Borrower may merge with and into a US Subsidiary; provided that (i) the Borrower shall notify the Administrative Agent not less
than thirty days prior to such event and (ii) the surviving entity shall assume
the obligations of the merged entity pursuant to this Agreement or any of the
other Loan Documents and shall execute such documents and agreements as may be
reasonably required by the Administrative Agent. 

      
7.05
Dispositions. Make any Disposition or enter into any agreement
to make any Disposition, except: 

       (a) Dispositions of properties or assets no longer used or useful in the
conduct of their respective businesses; 

73 







       (b) Dispositions of inventory in the ordinary course of
business; 

       (c) Dispositions of property by the Borrower or any Subsidiary to the
Borrower or to a Subsidiary; 

       (d) Dispositions of all or substantially all the assets of the Borrower or a
Subsidiary permitted by Section
7.04; 

       (e) Dispositions of notes, accounts receivable or other obligations owing to
the Borrower or any Subsidiary of the Borrower, with or without recourse,
including for collections in the ordinary course of business; 

       (f) the
making of Investments permitted by Section 7.02 and the
making of Restricted Payments permitted by Section 7.06; and 

       (g) Dispositions by the Borrower and its Subsidiaries not otherwise permitted
under this Section; provided that (i) at the
time of each such Disposition, no Default shall exist or would result from such
Disposition and (ii) the aggregate book value of all property Disposed of in
reliance on this clause
(g) in any fiscal year shall not
exceed the amount expressed in dollars which is equal to 15% of the aggregate
book value of the assets of the Borrower and its Subsidiaries on a consolidated
basis calculated at the time such Disposition is made; 

provided, however, that any
Disposition pursuant to the foregoing clauses (other than clause (c)) shall be for at least fair market value. 

      
7.06
Restricted
Payments. If a Default shall
have occurred and is continuing, declare any dividend on, or make any payment on
account of, or set apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other acquisition of any shares
or any class of stock of the Borrower whether now or hereafter outstanding, or
make any other distribution in respect thereof, either directly or indirectly,
whether in cash, securities or property or in obligations of the Borrower or in
any combination thereof (each of the foregoing being a “Restricted Payment”).


      
7.07
Change in Nature of
Business. Engage in any
material line of business which is substantially different (i) from those lines
of business conducted by the Borrower and its Subsidiaries on the date of this
Agreement and (ii) from any business substantially related or incidental to
those lines of business conducted by the Borrower and its Subsidiaries on the
date of this Agreement. 

      
7.08
Transactions with
Affiliates. Enter into any
transaction of any kind with any Affiliate of the Borrower, except in the
ordinary course of and pursuant to the reasonable requirements of the Borrower’s
or any of the Subsidiaries’ business and on fair and reasonable terms
substantially as favorable to the Borrower or such Subsidiary as would be
obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s
length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i) transactions among
the Borrower and the Subsidiaries, (ii) Restricted Payments permitted under
Section 7.06, and (iii) agreements in connection with
Permitted Securitization Financings. 

      
7.09
Use of Proceeds. Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such
purpose. 

74 







       7.10 Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any fiscal
quarter of the Borrower to be greater than 3.50 to 1.00; provided that, at the Borrower’s option, the maximum Consolidated Leverage Ratio
permitted by this Section may be increased to 4.00 to 1.00 (each such election,
a “Consolidated Leverage Ratio
Increase”) for the four
consecutive fiscal quarter ending dates (or such shorter time, as may be elected
by the Borrower) immediately following the consummation of a Material
Acquisition by the Borrower or a Subsidiary; provided further that, in any event (without regard to the making
of more than one Material Acquisition), the maximum Consolidated Leverage Ratio
permitted by this Section must return to 3.50 to 1.00 for the fiscal quarter
ending immediately following each single election by the Borrower of a
Consolidated Leverage Ratio Increase. 

       7.11 Hazardous Materials.
Except to the extent failures to do so could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect, cause
or permit any of its properties or assets to be used to generate, manufacture,
refine, transport, treat, store, handle, dispose of, transfer, produce or
process Hazardous Materials, except in compliance with all applicable Federal,
state and local Laws or regulations, or cause or permit, as a result of any
intentional or negligent act or omission on the part of the Borrower or any of
its Subsidiaries, a release of Hazardous Materials onto such property or asset
or onto any other property, except in compliance with such Laws and
regulations. 

       7.12 Sanctions. Directly or
indirectly, except pursuant to a valid license by the appropriate Governmental
Authority, use the proceeds of any Credit Extension, or lend, contribute or
otherwise make available such proceeds to any Subsidiary, joint venture partner
or other individual or entity, to fund any activities of or business with any
individual or entity, or in any Designated Jurisdiction, that, at the time of
such funding, is the subject of Sanctions, or in any other manner that will
result in a violation by any individual or entity (including any individual or
entity participating in the transaction, whether as Lender, Arranger,
Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of
Sanctions. 

       7.13 Anti-Corruption Laws.
Directly or indirectly use the proceeds of any Credit Extension for any purpose
which would breach the United States Foreign Corrupt Practices Act of 1977, the
UK Bribery Act 2010, or similar legislation in other jurisdictions.

ARTICLE VIII.

EVENTS OF DEFAULT AND
REMEDIES 

       8.01 Events of Default. Any of
the following shall constitute an Event of Default: 

       (a) Non-Payment. The Borrower
fails to pay (i) when and as required to be paid herein, and in the currency
required hereunder, any amount of principal of any Loan or any L/C Obligation,
or (ii) within five days after the same becomes due, any interest on any Loan or
on any L/C Obligation, or any fee due hereunder, or any other amount payable
hereunder or under any other Loan Document; or 

       (b) Specific Covenants. The
Borrower fails to perform or observe any term, covenant or agreement contained
in any of Section
6.01, 6.02, 6.03, 6.05, 6.10, or 6.11 or Article VII; or 

       (c) Other Defaults. The
Borrower fails to perform or observe any other covenant or agreement (not
specified in subsection
(a) or (b)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues for 30 days after notice thereof from the
Administrative Agent or the Borrower; or 

       (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made
or deemed made by or on behalf of the Borrower herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in any
material respect (or, in the case of any representation or warranty qualified by
reference to materiality or Material Adverse Effect, in any respect) when made
or deemed made; or 

75 







       (e) Cross-Default. (i) The
Borrower or any Subsidiary (A) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) in
respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there occurs under any
Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from any event of default under such Swap Contract as to which the
Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap
Contract), the Swap Termination Value owed by the Borrower or such Subsidiary as
a result thereof is greater than the Threshold Amount; or 

       (f) Insolvency Proceedings, Etc. An involuntary proceeding shall be commenced or an involuntary petition
shall be filed seeking (i) liquidation, reorganization or other relief in
respect of the Borrower or any Subsidiary or its debts, or of a substantial part
of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar Law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing shall be
entered; or the Borrower or any Subsidiary shall (A) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar Law now or hereafter in effect, (B) consent to the institution of, or
fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause
(h) of this Section, (C) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Subsidiary
or for a substantial part of its assets, (D) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (E)
make a general assignment for the benefit of creditors or (F) take any action
for the purpose of effecting any of the foregoing; or 

       (g) Inability to Pay Debts; Attachment. The Borrower or any Subsidiary becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due;
or 

       (h) Judgments. There is
entered against the Borrower or any Subsidiary (i) one or more final judgments
or orders for the payment of money in an aggregate amount (as to all such
judgments or orders) exceeding the Threshold Amount (to the extent not covered
by independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or
could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B)
there is a period of 30 consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect; or


76 







       (i) ERISA. (i) An ERISA Event
occurs with respect to a Pension Plan or Multiemployer Plan which has resulted
or could reasonably be expected to result in liability of the Borrower under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any
ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of the Threshold Amount; or 

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

       (k) Change of Control. There
occurs any Change of Control. 

      
8.02
Remedies Upon Event of
Default. If any Event of
Default occurs and is continuing, the Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders, take any or all of the
following actions: 

       (a) declare the commitment of each Lender to make Loans and any obligation of
each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated; 

       (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower; 

       (c) require that the Borrower Cash Collateralize the L/C Obligations (in an
amount equal to the Minimum Collateral Amount with respect
thereto). 

       (d) exercise on behalf of itself, the Lenders and each L/C Issuer all rights
and remedies available to it, the Lenders and each L/C Issuer under the Loan
Documents; 

provided, however, that upon the
occurrence of an actual or deemed entry of an order for relief with respect to
the Borrower under the Bankruptcy Code of the United States, the obligation of
each Lender to make Loans and any obligation of each L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender. 

      
8.03
Application of
Funds. After the exercise of
remedies provided for in Section
8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have
automatically been required to be Cash Collateralized as set forth in the
proviso to Section
8.02), any amounts received on account of the Obligations
shall, subject to the provisions of Sections 2.14 and
2.15, be applied by the Administrative Agent in the
following order: 

77 







      
First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;


      
Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders and each L/C Issuer (including fees, charges and disbursements of
counsel to the respective Lenders and the L/C Issuers and amounts payable under
Article III), ratably among them in proportion to the
respective amounts described in this clause Second payable to them; 

      
Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and each L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;


      
Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans and
L/C Borrowings, ratably among the Lenders and each L/C Issuer in proportion to
the respective amounts described in this clause Fourth held by them; 

      
Fifth, to the
Administrative Agent for the account of each L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit to the extent not otherwise Cash Collateralized by the
Borrower pursuant to Sections
2.03 and 2.14; and 


      
Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law. 

Subject to Sections 2.03(c) and 2.14, amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth above shall be applied to satisfy drawings under
such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above. 

ARTICLE IX.

ADMINISTRATIVE AGENT 

       9.01 Appointment and Authority.
Each of the Lenders and each L/C Issuer hereby irrevocably appoints Bank of
America to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and each L/C
Issuer, and the Borrower shall not have rights as a third party beneficiary of
any of such provisions. It is understood and agreed that the use of the term
“agent” herein or in any other Loan Documents (or any other similar term) with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead such term is used as a matter of market custom, and is
intended to create or reflect only an administrative relationship between
contracting parties. 

78 







      
9.02
Rights as a
Lender. The Person serving
as the Administrative Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as though
it were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, own securities of, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if such Person were not
the Administrative Agent hereunder and without any duty to account therefor to
the Lenders. 

      
9.03
Exculpatory
Provisions. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents, and its duties
hereunder shall be administrative in nature. Without limiting the generality of
the foregoing, the Administrative Agent: 

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

       (b) shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable Law, including
for the avoidance of doubt any action that may be in violation of the automatic
stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor
Relief Law; and 

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

       The Administrative Agent shall not
be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in
good faith shall be necessary, under the circumstances as provided in
Sections 10.01 and 8.02) or (ii) in the
absence of its own gross negligence or willful misconduct as determined by a
court of competent jurisdiction by final and nonappealable judgment. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given in writing to the
Administrative Agent by the Borrower, a Lender or an L/C Issuer. 

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

79 







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

       9.05 Delegation of Duties. The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub-agent and to
the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as
Administrative Agent. The Administrative Agent shall not be responsible for the
negligence or misconduct of any sub-agents except to the extent that a court of
competent jurisdiction determines in a final and non-appealable judgment that
the Administrative Agent acted with gross negligence or willful misconduct in
the selection of such sub-agents. 

       9.06 Resignation of Administrative Agent. (a) The Administrative Agent may at any time
give notice of its resignation to the Lenders, each L/C Issuer and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, in consultation with the Borrower, to appoint a successor, which
shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation (or such earlier day as shall be agreed by the Required Lenders)
(the “Resignation Effective Date”), then the retiring Administrative Agent may
(but shall not be obligated to) on behalf of the Lenders and each L/C Issuer,
appoint a successor Administrative Agent meeting the qualifications set forth
above. Whether or not a successor has been appointed, such resignation shall
become effective in accordance with such notice on the Resignation Effective
Date. 

       (b) If the
Person serving as Administrative Agent is a Defaulting Lender pursuant to
clause (d) of the definition thereof, the Required Lenders
may, to the extent permitted by applicable Law, by notice in writing to the
Borrower and such Person remove such Person as Administrative Agent and, in
consultation with the Borrower, appoint a successor. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days (or such earlier day as shall be agreed by the
Required Lenders) (the “Removal
Effective Date”), then such
removal shall nonetheless become effective in accordance with such notice on the
Removal Effective Date. 

80 







       (c) With
effect from the Resignation Effective Date or the Removal Effective Date (as
applicable) (1) the retiring or removed Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders or an L/C Issuer under any of the
Loan Documents, the retiring or removed Administrative Agent shall continue to
hold such collateral security until such time as a successor Administrative
Agent is appointed) and (2) except for any indemnity payments or other amounts
then owed to the retiring or removed Administrative Agent, all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and each L/C
Issuer directly, until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided for above. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring (or removed) Administrative Agent (other than as provided
in Section 3.01(g) and other than any rights to indemnity payments
or other amounts owed to the retiring or removed Administrative Agent as of the
Resignation Effective Date or the Removal Effective Date, as applicable), and
the retiring or removed Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this Section). The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring or removed Administrative Agent’s
resignation or removal hereunder and under the other Loan Documents, the
provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring or removed Administrative
Agent, its sub agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring or
removed Administrative Agent was acting as Administrative
Agent. 

       (d) Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer and Swing Line Lender. If
Bank of America resigns as an L/C Issuer, it shall retain all the rights,
powers, privileges and duties of an L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto, including the right to
require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c). If Bank
of America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a
successor L/C Issuer or Swing Line Lender hereunder (which successor shall in
all cases be a Lender other than a Defaulting Lender), (a) such successor shall
succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the
retiring L/C Issuer and Swing Line Lender shall be discharged from all of their
respective duties and obligations hereunder or under the other Loan Documents,
and (c) the successor L/C Issuer shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession or
make other arrangements satisfactory to Bank of America to effectively assume
the obligations of Bank of America with respect to such Letters of Credit.


      
9.07
Non-Reliance on Administrative Agent
and Other Lenders. Each
Lender and each L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and each L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder. 

81 







       9.08 No Other Duties, Etc.
Anything herein to the contrary notwithstanding, none of the Bookrunners,
Arrangers, Syndication Agent or Documentation Agents listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or an L/C Issuer hereunder. 

       9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under
any Debtor Relief Law or any other judicial proceeding relative to the Borrower,
the Administrative Agent (irrespective of whether the principal of any Loan or
L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise 

       (a) to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, each L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, each L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, each L/C Issuer and the Administrative Agent under
Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding;
and 

       (b) to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; 

and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and each L/C
Issuer to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders and each L/C Issuer, to pay to the Administrative Agent any
amount due for the reasonable compensation, expenses, disbursements and advances
of the Administrative Agent and its agents and counsel, and any other amounts
due the Administrative Agent under Sections 2.09 and
10.04. 

Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to
or accept or adopt on behalf of any Lender or any L/C Issuer any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or any L/C Issuer to authorize the Administrative
Agent to vote in respect of the claim of any Lender or any L/C Issuer in any
such proceeding. 

ARTICLE X.

MISCELLANEOUS 

      
10.01
Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower and acknowledged by the Administrative Agent, and each
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: 

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       (a) waive
any condition set forth in Section
4.01(a) without the written
consent of each Lender; 

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

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

       (d) reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this
Section 10.01) any fees or other amounts payable hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to
amend the definition of “Default Rate” or to waive any obligation of the
Borrower to pay interest or Letter of Credit Fees at the Default
Rate; 

       (e) change
Section 8.03 in a manner that would alter the pro rata sharing
of payments required thereby without the written consent of each
Lender; 

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

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

and, provided further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by each L/C Issuer in addition to the Lenders
required above, affect the rights or duties of any L/C Issuer under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of
all Lenders or each affected Lender may be effected with the consent of the
applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the
consent of such Lender and (y) any waiver, amendment or modification requiring
the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender disproportionately adversely relative to other affected
Lenders shall require the consent of such Defaulting Lender. 

83 







      
10.02 Notices; Effectiveness; Electronic
Communication.

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

       (i) if to
the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender,
to the address, facsimile number, electronic mail address or telephone number
specified for such Person on Schedule 10.02;
and 

       (ii) if to
any other Lender, to the address, facsimile number, electronic mail address or
telephone number specified in its Administrative Questionnaire (including, as
appropriate, notices delivered solely to the Person designated by a Lender on
its Administrative Questionnaire then in effect for the delivery of notices that
may contain material non-public information relating to the Borrower).


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

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

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


84 







       (c) The
Platform. THE PLATFORM IS
PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY
OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS
FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent Parties”) have any
liability to the Borrower, any Lender, any L/C Issuer or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s or the Administrative
Agent’s transmission of Borrower Materials or notices through the platform, any
other electronic platform or electronic messaging service, or through the
Internet. 

       (d) Change of Address, Etc.
Each of the Borrower, the Administrative Agent, each L/C Issuer and the Swing
Line Lender may change its address, facsimile or telephone number for notices
and other communications hereunder by notice to the other parties hereto. Each
other Lender may change its address, facsimile or telephone number for notices
and other communications hereunder by notice to the Borrower, the Administrative
Agent, each L/C Issuer and the Swing Line Lender. In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name,
telephone number, facsimile number and electronic mail address to which notices
and other communications may be sent and (ii) accurate wire instructions for
such Lender. Furthermore, each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration
screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable Law,
including United States Federal and state securities Laws, to make reference to
Borrower Materials that are not made available through the “Public Side
Information” portion of the Platform and that may contain material non-public
information with respect to the Borrower or its securities for purposes of
United States Federal or state securities laws. 

       (e) Reliance by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, each L/C Issuer and
the Lenders shall be entitled to rely and act upon any notices (including
telephonic notices, Committed Loan Notices, Letter of Credit Applications and
Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even
if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify the Administrative Agent,
each L/C Issuer, each Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower. All
telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording. 

      
10.03
No Waiver; Cumulative Remedies;
Enforcement. No failure by
any Lender or the Administrative Agent to exercise, and no delay by any such
Person in exercising, any right, remedy, power or privilege hereunder or under
any other Loan Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein
provided, and provided under each other Loan Document, are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by Law.


85 







Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the authority to
enforce rights and remedies hereunder and under the other Loan Documents against
the Borrower or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and
maintained exclusively by, the Administrative Agent in accordance with
Section 8.02 for the benefit of all the Lenders and the L/C
Issuers; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents,
(b) the L/C Issuers or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in their respective capacities as an
L/C Issuer or the Swing Line Lender, as the case may be) hereunder and under the
other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim
or appearing and filing pleadings on its own behalf during the pendency of a
proceeding relative to the Borrower under any Debtor Relief Law; and
provided, further, that if at any
time there is no Person acting as Administrative Agent hereunder and under the
other Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in
clauses (b), (c) and (d)
of the preceding proviso and subject to Section 2.13, any Lender
may, with the consent of the Required Lenders, enforce any rights and remedies
available to it and as authorized by the Required Lenders. 

       10.04 Expenses; Indemnity; Damage Waiver. 

       (a) Costs and Expenses. The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent), in connection with
the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by each L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by the Administrative
Agent, any Lender or any L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or any L/C
Issuer), in connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made or Letters
of Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit. 

       (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any
sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses (including the fees, charges
and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee
or asserted against any Indemnitee by any Person (including the Borrower) other
than such Indemnitee and its Related Parties arising out of, in connection with,
or as a result of (i) the execution or delivery of this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder, the consummation of the transactions contemplated hereby or thereby,
or, in the case of the Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan
Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by an L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries,
or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory, whether brought by a third party or by the Borrower, and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses (x)
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (y) result from a claim brought by the Borrower against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or
under any other Loan Document, if the Borrower has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not
apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim. 

86 







       (c) Reimbursement by Lenders.
To the extent that the Borrower for any reason fails to indefeasibly pay any
amount required under subsection
(a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), any L/C Issuer, the Swing Line Lender or any Related Party of any of
the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub-agent), such L/C Issuer, the Swing Line Lender or such Related
Party, as the case may be, such Lender’s pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought
based on each Lender’s share of the Total Credit Exposure at such time) of such
unpaid amount (including any such unpaid amount in respect of a claim asserted
by such Lender), such payment to be made severally among them based on such
Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent (or any such
sub-agent), any L/C Issuer or the Swing Line Lender in its capacity as such, or
against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent), any L/C Issuer or the Swing Line Lender in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d). 

       (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable
Law, the Borrower shall not assert, and hereby waives, and acknowledges that no
other Person shall have, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred
to in subsection
(b) above shall be liable for any
damages arising from the use by unintended recipients of any information or
other materials distributed to such unintended recipients by such Indemnitee
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such
Indemnitee as determined by a final and nonappealable judgment of a court of
competent jurisdiction. 

       (e) Payments. All amounts due
under this Section shall be payable not later than ten Business Days after
demand therefor. 

       (f) Survival. The agreements
in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the
Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.

87 









    
10.05
Payments Set
Aside. To the extent that
any payment by or on behalf of the Borrower is made to the Administrative Agent,
any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any
Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, such L/C Issuer or such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the applicable Overnight Rate from time to time in
effect, in the applicable currency of such recovery or payment. The obligations
of the Lenders and each L/C Issuer under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of this
Agreement. 

    
10.06
Successors and
Assigns. 

     (a)
Successors and Assigns
Generally. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an assignee in accordance with the
provisions of subsection
(b) of this Section, (ii) by way
of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
each L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement. 

     (b) Assignments by Lenders.
Any Lender may at any time assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that any such
assignment shall be subject to the following conditions: 

     (i) Minimum Amounts.


     (A) in the
case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment or contemporaneous assignments to related Approved Funds that equal
at least the amount specified in paragraph (b)(i)(B) of
this Section in the aggregate and the Loans at the time owing to it or in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund,
no minimum amount need be assigned; and 

88 







     (B)
in any case not described in
subsection
(b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the
principal outstanding balance of the Loans of the assigning Lender subject to
each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed). 

     (ii) Proportionate Amounts.
Each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to the Swing Line Lender’s rights
and obligations in respect of Swing Line Loans; 

     (iii) Required Consents. No
consent shall be required for any assignment except to the extent required by
subsection (b)(i)(B)
of this Section and, in addition:


     (A) the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the
Administrative Agent within ten Business Days after having received notice
thereof; 

     (B) the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is
not a Lender, an Affiliate of such Lender or an Approved Fund with respect to
such Lender; and 

     (C) the
consent of each L/C Issuer and the consent of the Swing Line Lender (such
consent not to be unreasonably withheld or delayed) shall be required for any
assignment. 

     (iv) Assignment and Assumption.
The parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to
waive such processing and recordation fee in the case of any assignment. The
assignee, if it is not a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. 

     (v) No
Assignment to Certain Persons. No
such assignment shall be made (A) to the Borrower or any of the Borrower’s
Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its
Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person. 


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     (vi)
Certain Additional
Payments. In connection with any
assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless
and until, in addition to the other conditions thereto set forth herein, the
parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee
of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the
applicable pro rata share of Loans previously requested but not funded by the
Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities
then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer
or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in
Letters of Credit and Swing Line Loans in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of
rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for
all purposes of this Agreement until such compliance occurs. 

Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall
be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01,
3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective
date of such assignment; provided, that except to
the extent otherwise expressly agreed by the affected parties, no assignment by
a Defaulting Lender will constitute a waiver or release of any claim of any
party hereunder arising from that Lender’s having been a Defaulting Lender. Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection (d) of this Section. 

     (c)
Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrower (and such agency being solely for tax
purposes), shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it (or the equivalent thereof in
electronic form) and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts (and stated
interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in
the Register shall be conclusive absent manifest error, and the Borrower, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement. The Register shall be available for inspection
by the Borrower and any Lender, at any reasonable time and from time to time
upon reasonable prior notice. 

     (d) Participations. Any Lender
may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural
Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including
such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing
to it); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent, the Lenders and each L/C
Issuer shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the
avoidance of doubt, each Lender shall be responsible for the indemnity under
Section 10.04(c) without regard to the existence of any
participation. 

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     Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower
agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 (it being understood that the documentation required under
Section 3.01(e) shall be delivered to the Lender who sells the
participation) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this
Section to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this
Section; provided that such Participant (A) agrees to be subject to
the provisions of Sections
3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B)
shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any
participation, than the Lender from whom it acquired the applicable
participation would have been entitled to receive, except to the extent such
entitlement to receive a greater payment results from a Change in Law that
occurs after the Participant acquired the applicable participation. Each Lender
that sells a participation agrees, at the Borrower’s request and expense, to use
reasonable efforts to cooperate with the Borrower to effectuate the provisions
of Sections 3.06 and 10.13 with respect to any
Participant. To the extent permitted by Law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it
were a Lender; provided that such
Participant agrees to be subject to Section 2.13 as though it
were a Lender. Each Lender that sells a participation shall, acting solely for
this purpose as an agent of the Borrower, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Loans or other obligations under
the Loan Documents (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating
to a Participant’s interest in any commitments, loans, letters of credit or its
other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as
the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the
Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register. 

     (e) Certain
Pledges. Any Lender may at any
time pledge or assign a security interest in all or any portion of its rights
under this Agreement (including under its Note, if any) to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank or any other central banking authority; provided that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto. 


91 







     (f) Resignation as L/C Issuer or Swing Line Lender after
Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America or
JPMorgan assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America or JPMorgan, as applicable, may, (i) upon
30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or
(ii) Bank of America may, upon 30 days’ notice to the Borrower, resign as Swing
Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line
Lender, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any
such successor shall affect the resignation of Bank of America or JPMorgan as
L/C Issuer or Bank of America as Swing Line Lender, as the case may be. If Bank
of America or JPMorgan resigns as L/C Issuer, it shall retain all the rights,
powers, privileges and duties of an L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Base Rate Committed Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a
successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of
the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to Bank of America or JPMorgan to effectively
assume the obligations of Bank of America or JPMorgan, as the case may be, with
respect to such Letters of Credit. 

     10.07
Treatment of Certain
Information; Confidentiality. Each of the Administrative Agent, the Lenders and
the L/C Issuers agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates
and to its Related Parties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent required or requested by any regulatory authority purporting to have
jurisdiction over such Person or its Related Parties (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable Laws or regulations or
by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights and obligations under this Agreement or
any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (ii) any actual or prospective party (or its
Related Parties) to any swap, derivative or other transaction under which
payments are to be made by reference to the Borrower and its obligations, this
Agreement or payments hereunder, (g) on a confidential basis to (i) any rating
agency in connection with rating the Borrower or its Subsidiaries or the credit
facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facilities provided hereunder, (h)
with the consent of the Borrower or (i) to the extent such Information (x)
becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Borrower. For purposes of this Section, “Information” means all
information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or
any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or
any Subsidiary, provided that, in the case
of information received from the Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information. 

92 







     Each of the Administrative Agent, the Lenders and each L/C Issuer
acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state
securities Laws. 

    
10.08
Right of Setoff. If an Event of Default shall have occurred and
be continuing and any amount under any Loan Document is then due and payable by
the Borrower (whether as a result of maturity, acceleration, or otherwise), each
Lender, each L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
applicable Law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender, such
L/C Issuer or any such Affiliate to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or hereafter
existing under this Agreement or any other Loan Document to such Lender or such
L/C Issuer or their respective Affiliates, irrespective of whether or not such
Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement
or any other Loan Document and although such obligations of the Borrower may be
contingent or unmatured or are owed to a branch, office or Affiliate of such
Lender or such L/C Issuer different from the branch, office or Affiliate holding
such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such
right of setoff, (x) all amounts so set off shall be paid over immediately to
the Administrative Agent for further application in accordance with the
provisions of Section
2.15 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Administrative Agent, the L/C Issuers and
the Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff.
The rights of each Lender, each L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, such L/C Issuer or their respective
Affiliates may have. Each Lender and each L/C Issuer agrees to notify the
Borrower and the Administrative Agent promptly after any such setoff and
application, provided that the failure
to give such notice shall not affect the validity of such setoff and
application.

    
10.09
Interest Rate
Limitation. Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder. 

    
10.10
Counterparts; Integration;
Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement, the other Loan Documents, and any separate
letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear
the signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile or other
electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of
a manually executed counterpart of this Agreement. 

 

93 







     10.11
Survival of Representations
and Warranties. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


    
10.12
Severability. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Without limiting the foregoing provisions of this
Section 10.12, if and to the extent that the enforceability of
any provisions in this Agreement relating to Defaulting Lenders shall be limited
by Debtor Relief Laws, as determined in good faith by the Administrative Agent,
the L/C Issuers or the Swing Line Lender, as applicable, then such provisions
shall be deemed to be in effect only to the extent not so limited. 

    
10.13
Replacement of
Lenders. If the Borrower is
entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a
Non-Consenting Lender or if any other circumstance exists hereunder that gives
the Borrower the right to replace a Lender as a party hereto, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section
10.06), all of its interests,
rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations
under this Agreement and the related Loan Documents to an Eligible Assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided
that: 

     (a)
the Borrower shall have paid to the
Administrative Agent the assignment fee (if any) specified in Section 10.06(b);


     (b) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts); 

94 







     (c)
in the case of any such assignment
resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in
such compensation or payments thereafter; 

     (d) such
assignment does not conflict with applicable Laws; and 

     (e) in the
case of an assignment resulting from a Lender becoming a Non-Consenting Lender,
the applicable assignee shall have consented to the applicable amendment, waiver
or consent, provided that the failure by such Lender being replaced to execute
and deliver an Assignment and Assumption shall not impair the validity of the
removal of such Lender, and the mandatory assignment of such Lender’s
Commitments and outstanding Loans and participations in outstanding Letters of
Credit pursuant to this Section
10.13 shall nonetheless be
effective without the execution by such Lender of an Assignment and Assumption,
but otherwise subject to the requirements (including the other referenced
requirements of Section
10.06(b)) contained in this
Section 10.13. 

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

    
10.14
Governing Law; Jurisdiction;
Etc. 

     (a) GOVERNING LAW. THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR
CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO
ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

     (b)
SUBMISSION TO
JURISDICTION. THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,
LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY,
WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT,
ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF
THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 

95 







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

     (d) SERVICE OF PROCESS. EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION
10.02. NOTHING IN THIS AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW. 

    
10.15
Waiver of Jury
Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

    
10.16
No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), the Borrower acknowledges
and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the
Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial
transactions between the Borrower and its Affiliates, on the one hand, and the
Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the
Borrower has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) the Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the
Administrative Agent, the Arrangers and each Lender is and has been acting
solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for the Borrower or any of its Affiliates, or any other Person and (B)
neither the Administrative Agent, the Arrangers nor any Lender has any
obligation to the Borrower or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent, the
Arrangers and the Lenders and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of the
Borrower and its Affiliates, and neither the Administrative Agent, the
Arrangers, nor any Lender has any obligation to disclose any of such interests
to the Borrower or any of its Affiliates. To the fullest extent permitted by
Law, the Borrower hereby waives and releases any claims that it may have against
the Administrative Agent, the Arrangers or any Lender with respect to any breach
or alleged breach of agency or fiduciary duty in connection with any aspect of
any transaction contemplated hereby. 

96 







     10.17
Electronic Execution of
Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,”
“signature,” and words of like import in or related to any document to be signed
in connection with this Agreement and the transactions contemplated hereby
(including without limitation Assignment and Assumptions, amendments or other
modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and
consents) shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formations on electronic platforms
approved by the Administrative Agent, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable Law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state Laws based on the Uniform Electronic Transactions
Act; provided that notwithstanding anything contained herein to
the contrary the Administrative Agent is under no obligation to agree to accept
electronic signatures in any form or in any format unless expressly agreed to by
the Administrative Agent pursuant to procedures approved by it. 

    
10.18
USA PATRIOT Act. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Act. The Borrower shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Act. 

    
10.19
Judgment
Currency. If, for the
purposes of obtaining judgment in any court, it is necessary to convert a sum
due hereunder or any other Loan Document in one currency into another currency,
the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final
judgment is given. The obligation of the Borrower in respect of any such sum due
from it to the Administrative Agent or any Lender hereunder or under the other
Loan Documents shall, notwithstanding any judgment in a currency (the
“Judgment Currency”) other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
“Agreement Currency”), be discharged
only to the extent that on the Business Day following receipt by the
Administrative Agent or such Lender, as the case may be, of any sum adjudged to
be so due in the Judgment Currency, the Administrative Agent or such Lender, as
the case may be, may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the sum originally due to the Administrative
Agent or any Lender from the Borrower in the Agreement Currency, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or such Lender, as the case may be, against
such loss. If the amount of the Agreement Currency so purchased is greater than
the sum originally due to the Administrative Agent or any Lender in such
currency, the Administrative Agent or such Lender, as the case may be, agrees to
return the amount of any excess to the Borrower (or to any other Person who may
be entitled thereto under applicable Law). 


97 







     10.20 Amendment and Restatement; No Novation;
Reallocations and Break Funding.
The parties hereto agree that this Agreement shall, and is intended to,
constitute an amendment and restatement of the Existing Credit Agreement,
effective from and after the Closing Date, and that the execution and delivery
of this Agreement shall not constitute a novation of any indebtedness or other
obligations owing to the Lenders or the Administrative Agent under the Existing
Credit Agreement. On the Closing Date, the credit facilities described in the
Existing Credit Agreement shall be amended, supplemented, modified and restated
in their entirety by the facilities described herein, and all loans and other
obligations of the Borrower outstanding as of such date under the Existing
Credit Agreement shall be deemed to be Loans and Obligations outstanding under
the corresponding facilities of this Agreement, without any further action by
any Person, except that the Administrative Agent, the Lenders and the lenders
under the Existing Credit Agreement that are not Lenders under this Agreement
(if any) shall make such transfers and advances of funds, repayments of loans
and obligations under the Existing Credit Agreement, and other adjustments as
are necessary in the opinion of the Administrative Agent so that the outstanding
balance of all Loans and Obligations hereunder on the Effective Date, including
any Loans funded on the Closing Date hereunder, reflect the Commitments of each
of the Lenders hereunder on the Closing Date. In connection therewith, to the
extent necessary, the Borrower will make all payments required by the Lenders
and the lenders under the Existing Credit Agreement pursuant to Section 3.05 of the Existing Credit Agreement and/or of this
Agreement, as applicable. 

[Signature Pages
Follow.]

98 






     IN WITNESS WHEREOF,
the parties hereto have caused
this Agreement to be duly executed as of the date first above written.



	PALL CORPORATION
	 	
	By:	/s/ Roya
      Behnia 

	Name:  	Roya
      Behnia 

	Title:	Sr. V.P.,
      General Counsel and Corp. Secretary

	 	 
	By:	
      /s/ R. Brent Jones
      

	Name:  	R. Brent
      Jones 

	Title:	Sr. V.P.,
      Corporate Development and
Treasurer





Signature Pages
Pall
Corporation 2014
Credit Agreement 








	BANK OF AMERICA, N.A.,  as Administrative Agent 
	 	
	By:	/s/ Angela Larkin
      
	Name:  	Angela Larkin 
	Title:	Assistant Vice
President



Signature Pages
Pall
Corporation 2014
Credit Agreement 








	BANK OF AMERICA, N.A., as a Lender, L/C Issuer
and Swing Line
      Lender
	 	
	By:	/s/ Martha Novak
	Name:  	Martha Novak
	Title:	Senior Vice
President




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	JPMORGAN CHASE BANK, N.A., as a Lender and L/C
    Issuer
	 	
	By:	/s/ Anthony Galea
	Name:  	Anthony Galea
	Title:	Vice
President




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
	 	
	By:	/s/ William Conlan
	Name:  	William Conlan
	Title:	Senior Vice
President




Signature Pages
Pall
Corporation 2014
Credit Agreement 









	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender
	 	
	By:	/s/ Patricia Santoli
	Name:  	Patricia Santoli
	Title:	Vice
President




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a
      Lender
	 	
	By:	/s/ Jamie Sussman
	Name:  	Jaime Sussman
	Title:	VP




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	SUMITOMO MITSUI BANKING CORPORATION,
as a
      Lender
	 	
	By:	/s/ David W. Kee
	Name:  	David W. Kee
	Title:	Managing
Director




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	SUNTRUST BANK, as a Lender
	 	
	By:	/s/ Chris Hursey
	Name:  	Chris Hursey
	Title:	Director




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	TD BANK, N.A., as a Lender
	 	
	By:	/s/ Shreya Shah
	Name:  	Shreya Shah
	Title:	Senior Vice
President




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	BNP PARIBAS, as a Lender
	 	
	By:	/s/ Duane Helkowski
	Name:  	Duane Helkowski
	Title:	Managing Director
	 	
	By:	/s/ Pawei Zelezik
	Name:  	Pawei
      Zelezik
	Title:	Vice
President




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	ING BANK N.V., DUBLIN BRANCH, as a Lender
	 	
	By:	/s/ Shaun Hawley
	Name:  	Shaun Hawley
	Title:	Vice President
	 	
	By:	/s/ Aidan Neill
	Name:  	Aidan Neill
	Title:	Director




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED,
      as a
  Lender
	 	
	By:	/s/ Robert Grillo
	Name:  	Robert Grillo
	Title:	Director




Signature Pages
Pall
Corporation 2014
Credit Agreement 








	COMMERZBANK AG NEW YORK AND
CAYMAN BRANCHES,
      as a
  Lender
	 	
	By:	/s/ Diane
      Pockaj
	Name:  	Diane
      Pockaj
	Title:	Managing
      Director
	 	
	By:	/s/ Kiuli
      Chan
	Name:  	Kiuli
      Chan
	Title:	Director




Signature Pages
Pall
Corporation 2014
Credit Agreement 









SCHEDULE 2.01


COMMITMENTS AND
APPLICABLE PERCENTAGES 

	Lender	Commitment	Applicable
Percentage
	Bank of
      America, N.A.	$170,000,000.00	11.333333334%
	JPMorgan
      Chase Bank, N.A.	$170,000,000.00	11.333333334%
	HSBC Bank
      USA, N.A.	$170,000,000.00	11.333333333%
	Wells Fargo
      Bank, National Association	$170,000,000.00	11.333333333%
	The Bank of
      Tokyo-Mitsubishi UFJ, Ltd.	$150,000,000.00	10.00000000%
	Sumitomo
      Mitsui Banking Corporation	$150,000,000.00	10.00000000%
	SunTrust
      Bank	$150,000,000.00	10.00000000%
	TD Bank,
      N.A.	$150,000,000.00	10.00000000%
	BNP
      Paribas	$72,500,000.00	4.833333333%
	ING Bank
      N.V. – Dublin Branch	$72,500,000.00	4.833333333%
	Australia and New Zealand Banking
      Group	$37,500,000.00	2.500000000%
	Limited		
	Commerzbank AG New York and
Grand	$37,500,000.00	2.500000000%
	Cayman
      Branches		
	Total	$1,500,000,000.00	100.000000000%



Schedule 2.01 
Page 1








SCHEDULE 2.03


EXISTING
LETTERS OF CREDIT 

	Issuer	L/C Number	Beneficiary	Applicant	Face Amount	Currency	Issue Date	Expiration
Date
	JPMorgan	T-250681	State of NY Dept of
Labor	Pall Corp	$75,000.00	US
    $	21-Sep-04	23-Sep-14
	JPMorgan	T-250506	Travelers	Pall
      Corp	$5,540,000.00	US
    $	27-Aug-04	31-Jul-15
	JPMorgan	S-640029	Insurance Co. of
North America	Pall Corp	$500,000.00	US
    $	29-Jul-05	01-Aug-15
	JPMorgan	S-286852	Are-Ma
      Region	Pall
      Corp	$49,316.08	US
    $	07-Aug-12	31-Aug-14



Schedule 2.03 
Page 1 







SCHEDULE 5.13


SUBSIDIARIES

					Jurisdiction of
	                      
    		Name of Entity		Formation
	 	 	Company Name	 	State/Country of
	 	 	 	 	Incorporation
	US
Subsidiaries:	     			
			Gelman
      Sciences, Inc.	     	Michigan
			GMC Acquisition Corp.		Delaware
			Filtration
      Services Group, LLC		Delaware
			FSI Export Company		Delaware
			FSI Leasing,
      LLC		Delaware
			Pall Acquisition LLC		Delaware
			Pall
      Aeropower Corporation		Delaware
			Pall Asia Holdings, Inc.		Delaware
			Pall
      Biomedical, Inc.		Delaware
			Pall Filter Specialists, Inc.		Delaware
			Pall
      Filtration and Separations Group Inc.		Delaware
			Pall ForteBio LLC.		Delaware
			Pall
      ForteBio Holdings, LLC		Delaware
			Pall Industrial Membranes, LLC		Delaware
			Pall
      International Corporation		Delaware
			Pall International Holdings, Inc.		Delaware
			Pall
      International Financing, LLC		Delaware
			Pall Medical Products, Inc.		Delaware
			Pall Puerto
      Rico, Inc.		Delaware
			Pall – PASS US, LLC		Delaware
			Rochem
      Separation Systems, Inc.		Delaware
	   
	Foreign				
	Subsidiaries:				
			Pall Technologies S. A.		Argentina
			Pall
      Australia Pty Ltd		Australia
			Pall Austria Filter Ges.m.b.h.		Austria
			Pall Artelis
      sprl		Belgium
			Pall bvba		Belgium
			Pall Life
      Sciences Belgium B.V.B.A		Belgium
			Pall Medistad B.V		Belgium
			FSI Sul
      Americana Industria Comercio E Servicios Ltda		Brazil
			Pall do Brasil Ltda.(Pall Brazil)		Brazil
			Pall
      (Canada) Limited		Canada
			Filter Specialists (Shanghai) Co.,
    Ltd		China
			Pall Filter
      (Beijing) Co. Ltd.		China



Schedule 5.13 
Page 1








	                      
    	     		     	Jurisdiction of
			Name of Entity		Formation
			Pall
      ForteBio Analytics (Shanghai) Co., Ltd		China
			Filter Specialists UK Limited		England
			ForteBio UK
      Limited		England
			Pall Europe Limited		England
			Pall
      European Holdings Limited		England
			Pall Manufacturing UK Limited		England
			Pall
      Technology UK Limited		England
			Pall Exekia S.A.		France
			Pall France
      SAS		France
			Pall GeneDisc Technologies SAS		France
			Filter
      Specialists International GmbH		Germany
			Pall Deutschland Beteiligungs-GmbH		Germany
			Pall
      Deutschland Holding GmbH & Co. KG		Germany
			Pall Filtersystems GmbH		Germany
			Pall
      GmbH		Germany
			Pall Modultechnik GmbH		Germany
			Pall
      Verwaltungsgesellschaft Mit Beschränkter Haftung		Germany
			Pall Asia International Ltd.		Hong Kong
			Filter
      Specialists India Pvt Ltd		India
			Pall India Pvt Ltd		India
			PT Pall
      Filtration Indonesia		Indonesia
			Pall Italia S.R.L.		Italy
			Nihon Pall
      Ltd.		Japan
			Nihon Pall Manufacturing Limited		Japan
			Filter
      Specialists Korea, LLC		Korea,
      Republic of
			Pall Korea Ltd		Korea, Republic of
			Pall Lux
      Holdings S.à.r.l.		Luxembourg
			Pall (Malaysia) Sdn Bhd		Malaysia
			Filter
      Specialists Inc. de Mexico de R.L. de C.V		Mexico
			Filter Specialists Inc. de Servicios S. de
      R.L		Mexico
			Pall Life
      Sciences Mexico, S. de R.L. de C.V.		Mexico
			Pall Asian Holdings B.V.		Netherlands
			Pall
      Netherlands B.V.		Netherlands
			PLLN C.V.		Netherlands
			Pall New
      Zealand Ltd		New
      Zealand
			Pall Norge AS		Norway
			Pall
      (Philippines) Inc.		Philippines
			Pall Poland Limited or Pall Poland Sp.
      z.o.o.		Poland
			Pall Life
      Sciences Puerto Rico, LLC		Puerto
      Rico
			Pall Eurasia L.L.C.		Russian Federation
			Pall Saudi
      International LLC		Saudi
      Arabia



Schedule 5.13 
Page 2








	                      
    	     		     	Jurisdiction of
			Name of Entity		Formation
			Pall
      Filtration Pte Ltd		Singapore
			Pall
      Singapore Taiwan Branch Holding Company Pte Ltd		Singapore
			Pall
      Slovakia s.r.o		Slovakia
			Pall South
      Africa (Pty) Ltd		South
      Africa
			Pall Espana,
      S.A.U.		Spain
			Pall Norden
      AB		Sweden
			Argentaurum
      AG		Switzerland
			Pall
      (Schweiz) AG		Switzerland
			Pall
      International Sarl		Switzerland
			Pall
      Corporation Filtration & Separations (Thailand) Ltd		Thailand
			Filter
      Specialists International FZE		United Arab
      Emirates
			Pall Middle
      East FZE		United Arab
      Emirates



Schedule 5.13 
Page 3








SCHEDULE 5.19


Cash Pool
Arrangements


The Cash Pool Arrangement
pursuant to the Cash Pooling Agreement, dated July 10, 2008, by and among Pall
Netherlands B.V., Pall Corporation, the Subsidiaries listed below and Bank
Mendes Gans N.V., as Cash Pool Bank. 

		     	Subsidiaries	     	Country
	1		NIHON PALL
      LTD		Japan
	2		PALL (SCHWEIZ) AG		Switzerland
	3		PALL ASIA
      INTERNATIONAL LIMITED		Hong
    Kong
	4		PALL AUSTRIA FILTER GMBH		Austria
	5		PALL
    BVBA		Belgium
	6		PALL CANADA LIMITED		Canada
	7		PALL DEUTSCHLAND
      AND HOLDING GMBH CO KG		Germany
	8		PALL ESPANA S.A.U.		Spain
	9		PALL EUROPE
      LIMITED		United
      Kingdom
	10		PALL EXEKIA SA		France
	11		PALL FILTRATION
      PTE LTD		Singapore
	12		PALL FRANCE S.A.		France
	13		PALL GENEDISC
      TECHNOLOGIES		France
	14		PALL GMBH		Germany
	15		PALL
      INTERNATIONAL SARL		Switzerland
	16		PALL ITALIA S.R.L.		Italy
	17		PALL LIFE
      SCIENCES PUERTO RICO LLC		United States
      (Puerto Rico)
	18		PALL NETHERLANDS B.V.		Netherlands
	19		PALL NEW ZEALAND
      LIMITED		New
    Zealand
	20		PALL NORDEN AB		Sweden
	21		PALL NORGE
      AS		Norway
	22		PALL POLAND SP Z.O.O.		Poland
	23		NIHON PALL
      MANUFACTURING LIMITED		Japan
	24		PALL SLOVAKIA S.R.O.		Slovakia
	25		PALL TECHNOLOGY
      UK LIMITED		United
      Kingdom
	26		PALL EUROPEAN HOLDINGS LIMITED		United Kingdom



Schedule 5.19 
Page 1








SCHEDULE 7.01


EXISTING LIENS


     In
addition to liens in connection with the capital leases referred to on schedule
7.03, the following liens: 

	Debtor	Jurisdiction	Type of
      Lien	Date of	Secured
      Party	Collateral
				Filing		
				  	 	
	Medsep	Delaware	UCC	3/25/04	American	Leased
      Equipment
	Corporation	Secretary			Express Business	
		of State			Finance	
		  				
	Medsep	Delaware	UCC	7/28/05	NMHG	Leased
      Equipment
	Corporation	Secretary			Financial	
		of State			Services, Inc.	
		  				
	Medsep	Delaware	UCC	11/11/08	Raymond	Specified
      Equipment
	Corporation	Secretary			Leasing	
		of State			Corporation	
		  				
	Pall Aeropower	Delaware	UCC	6/7/04	Citibank, N.A.	Accounts
      receivable
	Corporation	Secretary				from
    United
		of State				Technologies
      Corp.
		  				
	Pall Aeropower	Delaware	UCC	3/9/11	Caterpillar, Inc.	Leased
      Equipment
	Corporation	Secretary				
		of State				
		  				
	Pall Puerto Rico	Delaware	UCC	2/27/06	De Lage Landen	Leased
      Equipment
	Inc.	Secretary			Financial	
		of State			Services, Inc.	
		  				
	Pall Corporation	New York	UCC	4/25/07	Abbott	Leased
      Equipment
		Department			Laboratories Inc.	
		of State				
		  				
	Pall Corporation	New York	UCC	9/26/07	Hitachi Capital	Leased
      Equipment
		Department			America Corp.	
		of State				
		  				



Schedule 7.01 
Page 1










	Debtor	Jurisdiction	Type of
      Lien	Date of	Secured
      Party	Collateral
				Filing		
	Pall
      Corporation	New York	UCC	10/27/09	Canon Financial	Leased Equipment
		Department			Services	
		of
State				
	Pall
      Corporation	New York	UCC	11/17/09	Canon Financial	Leased Equipment
		Department			Services	
		of
State				
	Pall
      Corporation	New York	UCC	12/29/10	Canon Financial	Leased Equipment
		Department			Services	
		of
State				
	Pall
      Corporation	New York	UCC	3/23/12	Town of	Herman Miller
		Department			Cortlandville	Product
		of
State				
	Pall
      Corporation	New York	UCC	10/22/13	Caterpillar Inc.	Leased Equipment
		Department				
		of
State				
	Pall
      Corporation	New York	UCC	1/6/14	Canon Financial	Leased Equipment
		Department			Services	
		of
State				



Schedule 7.01
Page 2








SCHEDULE 7.02


OTHER INVESTMENTS


						Total
			      	# of Shares	      	US $'s
	Equity:      
      	CERUS
      (CERS)		100		$	419.00
		DONALDSON CO.
      INC. (DCI)		240		$	9,775.00
		EDWARDS
      LIFESCIENCE (EW)		2		$	162.00
		ESCO TECHNOLOGIES
      INC. (ESE)		250		$	8,405.00
		PARKER-HANNIFIN(PH)		75		$	9,392.00
		PURE CYCLE
      CORP					
		(PCYO)		1,554		$	8,889.00
		CARDIO3
      BIOSC					
		(CARD.BR)		86,861		$	5,049,325.00
	 
						$	5,086,367.00



Reflected as of June 30,
2014 

Schedule 7.02
Page 1








SCHEDULE 7.03


PRIORITY INDEBTEDNESS


	Entity	Debt Type	Maturity	FX
    Value	B/S Rate	Value in US$
	Pall
    France	Capital
      Lease	3/2019	€1,483,583	1.3812	$2,049,125
	Nihon
    Pall	Capital
      Leases	Various	€2,320,552	102.64	$     22,609
	Medistad	Capital
      Leases	Various	€386,679	1.3812	$   534,081



As of April 30, 2014


Schedule 7.03
Page 1








SCHEDULE 10.02


ADMINISTRATIVE AGENT’S
OFFICE;
CERTAIN ADDRESSES FOR NOTICES

I. Borrower Information


Taxpayer Identification
Number: 11-1541330 

Website:
[http://www.pall.com/main/home.page] 

II. Addresses for
Notices 

	If to Borrower:
	 
	Pall
      Corporation
	25
      Harbor Park Drive
	Port
      Washington, NY 11050
	Attention: Brent Jones, Vice President, Finance
      and Treasurer
	Telecopy: 516-801-9754
	Telephone: 516-801-9848
	Email: Brent_Jones@pall.com
	 
	with
      a copy to:
	 
	Pall
      Corporation
	25
      Harbor Park Drive
	Port
      Washington, NY 11050
	Attention: Roya Behnia, Senior Vice President,
      General Counsel and Corporate Secretary
	Telecopy: 516-801-9780
	Telephone: 516-801-9830
	Email: Roya_Behnia@pall.com
	 
	If to Administrative Agent:
	 
	Administrative Agent’s
      Office
	(for payments and Requests for Credit
      Extensions):
	 
	Bank of America, N.A.
	Mail
      Code: NC1-001-05-46
	One
      Independence Center
	101
      N. Tryon St.
	Charlotte, NC 28255-0001
	Attention: David Sanctis
	Telephone: 980-683-0902
	Telecopier: 704-719-8870
	Electronic Mail: david.sanctis@baml.com
	 
	Bank of America payment instructions
      USD:
	Bank
      of America, N.A.
	New
      York, NY
	ABA:
      026-009-593
	Account Number (for Dollars):
      136-621-225-0600
	Account Name: Corporate Credit
  Support
	Ref:
      Pall Corporation



Schedule 10.02
Page 1








	Bank of America
      payment instructions Euro:
	Bank of America,
  London
	Account No. (for Euro):
      65280019
	Swift Address:
  BOFAGB22
	IBAN #:
      GB80BOFA16505065280019
	Ref: Pall Corporation, Attn:
      Credit Services
	 
	Bank of America
      payment instructions Pounds:
	Bank of America,
  London
	Account No. (for Sterling):
      65280027
	London Sort Code:
    16-50-50
	Swift Address:
  BOFAGB22
	IBAN: GB58 BOFA 1650 5065 2800
      27
	Ref: Pall Corporation, Attn:
      Credit Services
	 
	Bank of America
      payment instructions Yen:
	Bank of America,
Tokyo
	Account No. (for Yen):
      606490661046
	Swift Address:
  BOFAJPJX
	Ref: Pall Corporation, Attn:
      Credit Services
	 
	Bank of America
      payment instructions Swiss Francs:
	UBS AG
	Account No. (for Swiss Francs):
      CH900023023007970300A
	Swift Address:
    UBSWCHZH80A
	Ref: Pall Corporation, Attn: Bank
      of America Credit Services
	 
	Other Notices as Administrative
      Agent:
	 
	Bank of America,
      N.A.
	Mail Code:
  IL4-135-06-61
	135 S. LaSalle St.
	Chicago, IL 60603
	Attention: Felicia
    Brinson
	Telephone:
  312-828-7299
	Telecopier:
  877-216-2432
	Electronic Mail: felicia.brinson@baml.com
	 
	or
	 
	Bank of America,
      N.A.
	Mail Code:
  IL4-135-05-41
	135 S. LaSalle St.
	Chicago, IL 60603
	Attention: Fani
  Davidson
	Telephone:
  312-923-0604
	Telecopier:
  312-453-4217
	Electronic Mail: fani.davidson@baml.com



Schedule 10.02
Page 2








	If
      to an L/C Issuer:
	 
	Bank of America,
      N.A.
	Mail Code:
  PA6-580-02-30
	1 Fleet Way
	Scranton, PA 18507
	Attention: Alfonso Malave,
      Jr.
	Telephone:
  570-496-9622
	Telecopier:
  800-755-8743
	Electronic Mail: alfonso.malave@baml.com
	 
	JPMorgan Chase Bank,
  N.A.
	Global Trade Client Services
      Team
	Phone: 800-634-1969 – option
      1
	Email: jpm.standbylc.ccb@jpmorgan.com
	 
	If to Swing Line
      Lender:
	 
	Bank of America,
      N.A.
	Mail Code:
  NC1-001-05-46
	One Independence
  Center
	101 N. Tryon St.
	Charlotte, NC
  28255-0001
	Attention: Michael
    Wetherell
	Telephone:
  980-683-0902
	Telecopier:
  704-719-8870
	Electronic Mail: michael.l.wetherell@baml.com
	 
	Bank of America, N.A.
	New York, NY
	ABA: 026-009-593
	Account Number (for Dollars):
      136-621-225-0600
	Account Name: Corporate Credit
      Support
	Ref: Pall
  Corporation



Schedule 10.02
Page 3








EXHIBIT A


FORM OF COMMITTED LOAN
NOTICE 

Date: ___________,
_____

	To:       	Bank
      of America, N.A., as Administrative Agent



Ladies and Gentlemen:


     Reference is made to that certain Amended and Restated Credit Agreement,
dated as of August 11, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as
therein defined), among Pall Corporation, a New York corporation (the
“Borrower”), the Lenders from time to time party thereto,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. 

     The Borrower hereby requests (select
one):

     o
A Borrowing of Committed Loans

     o
A conversion or continuation of Committed Loans 

	       1.	      	On
      ________________ (a Business Day).
			 
	2.		In
      the amount of _____________________. 
			 
	3.		Comprised of  	____________________________  
				  [Type of Committed Loan requested]
			  
	4.		In
      the following currency: _____________________ 
			 
	5.		For
      Eurocurrency Rate Loans: with an Interest Period
      of ______ months.



     The Committed Borrowing, if any, requested herein complies with the
provisos to the first sentence of Section 2.01 of the
Agreement. 


	PALL CORPORATION
	 	
	By:	
	Name:  	
	Title:	




A-1 
Form of Committed Loan Notice 







EXHIBIT B


FORM OF SWING LINE LOAN
NOTICE 

Date: ___________,
_____

	To:      
    	Bank
      of America, N.A., as Swing Line Lender
	       	Bank
      of America, N.A., as Administrative Agent



Ladies and Gentlemen:


     Reference is made to that certain Amended and Restated Credit Agreement,
dated as of August 11, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as
therein defined), among Pall Corporation, a New York corporation (the
“Borrower”), the Lenders from time to time party thereto,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. 

     The undersigned hereby requests a Swing
Line Loan:

	       	1.
            	On
      ___________________________ (a
      Business Day).
		 
		2.	In the
      amount of $___________.


     The Swing Line Borrowing requested herein complies with the requirements
of the provisos to the first sentence of Section 2.04(a) of the
Agreement. 


	PALL CORPORATION
	 	
	By:	
	Name:  	
	Title:	




B-1 
Form of Swing Line Loan Notice 







EXHIBIT C


FORM OF NOTE


     FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to _____________________ or registered assigns
(the “Lender”), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of each Loan from time
to time made by the Lender to the Borrower under that certain Amended and
Restated Credit Agreement, dated as of August 11, 2014 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, Swing Line Lender and an L/C Issuer, and JPMorgan Chase
Bank, N.A., as an L/C Issuer. 

     The Borrower promises to pay interest on
the unpaid principal amount of each Loan from the date of such Loan until such
principal amount is paid in full, at such interest rates and at such times as
provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line
Loans, all payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in the currency in
which such Committed Loan is denominated and in Same Day Funds at the
Administrative Agent’s Office for such currency. If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the
Agreement. 

     This Note is one of the Notes referred to
in the Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided therein. Upon the
occurrence and continuation of one or more of the Events of Default specified in
the Agreement, all amounts then remaining unpaid on this Note shall become, or
may be declared to be, immediately due and payable all as provided in the
Agreement. Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and endorse thereon the date,
amount, currency and maturity of its Loans and payments with respect thereto.


     The Borrower, for itself, its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice
of protest, demand, dishonor and non-payment of this Note. 

[Signature Page Follows]


C-1
Form of Note








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


	PALL CORPORATION
		 
	By:	
	Name:	
	Title:	




C-2
Form of Note








LOANS AND PAYMENTS WITH
RESPECT THERETO 

					Currency				Amount of		Outstanding		
					and Amount		End of		Principal or		Principal		
			Type of Loan		of Loan		Interest		Interest Paid		Balance This		Notation
	Date	      	Made	      	Made	      	Period	      	This Date	      	Date	      	Made By
	 
												
	  												
	 												
	 												
	 		 								 		
	 											 	
	 				 		 						
	 									 			
	 												
	 	 	 					 					
	 						 						 
	 			 	 	 							
	 												
	 										 		
	 								 				
	 												
	 												
	 												
	 												



C-3
Form of Note








EXHIBIT D


FORM OF COMPLIANCE
CERTIFICATE 

Financial Statement Date:
______________

To:      Bank of America, N.A., as
Administrative Agent

Ladies and Gentlemen: 

     Reference is made to that certain Amended and
Restated Credit Agreement, dated as of August 11, 2014 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Pall Corporation, a
New York corporation (the “Borrower”), the Lenders
from time to time party thereto, Bank of America, N.A., as Administrative Agent,
Swing Line Lender and an L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C
Issuer. 

     The undersigned Responsible Officer
hereby certifies as of the date hereof that he/she is the
_______________________________________ of the Borrower, and that, as such,
he/she is authorized to execute and deliver this Compliance Certificate to the
Administrative Agent on the behalf of the Borrower, and that: 

[Use following paragraph
1 for fiscal
year-end financial
statements] 

     1. The Borrower has delivered the
year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the
Borrower ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section. 

[Use following paragraph
1 for fiscal quarter-end financial statements] 

     1. The Borrower has delivered the
unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the
Borrower ended as of the above date. Such financial statements fairly present
the financial condition, results of operations and cash flows of the Borrower
and its Subsidiaries in accordance with GAAP as at such date and for such
period, subject only to normal year-end audit adjustments and the absence of
footnotes. 

     2. The undersigned has reviewed and is
familiar with the terms of the Agreement and has made, or has caused to be made
under his/her supervision, a detailed review of the transactions and condition
(financial or otherwise) of the Borrower during the accounting period covered by
such financial statements. 

     3. A review of the activities of the
Borrower during such fiscal period has been made under the supervision of the
undersigned with a view to determining whether during such fiscal period the
Borrower performed and observed all its Obligations under the Loan Documents,
and

[select one:]


     [to the best knowledge of the
undersigned, during such fiscal period the Borrower performed and observed each
covenant and condition of the Loan Documents applicable to it, and no Default
has occurred and is continuing.]

D-1 
Form of Compliance Certificate 







—or— 

     [to the
best knowledge of the undersigned, during such fiscal period the following
covenants or conditions have not been performed or observed and the following is
a list of each such Default and its nature and status:] 

    
4. The financial covenant analyses and information set forth on
Schedule 1
attached hereto are true and accurate on and as of the date of this Compliance
Certificate. 

    
IN WITNESS WHEREOF, the
undersigned has executed this Compliance Certificate as of _________________,
_________. 


	PALL CORPORATION
		 
	By:	
	Name:	
	Title:	




D-2 
Form of Compliance Certificate 







For the Quarter/Year ended
___________________(“Statement
Date”) 

SCHEDULE
1
to the Compliance
Certificate
($ in 000’s) 

Section 7.11 –
Consolidated Leverage Ratio. 

	       
      	A.        	Consolidated Funded Indebtedness
      at Statement Date:	                    
    	$	                    
    	
		B.	Consolidated EBITDA for four
      consecutive fiscal quarters ending
on above date (“Subject Period”):				
			1.	       
      	Consolidated Net Income for Subject Period:		$		
			2.		Consolidated Interest Charges for Subject Period:		$		
			3.		Provision for income taxes for Subject Period:		$	 	
			4.		Depreciation expenses for Subject Period:		$		
			5.		Amortization expenses for Subject Period:		$		
			6.		Non-recurring non-cash reductions of Consolidated
      Net
Income for Subject Period:		$		
			7.		Income tax credits for Subject Period:		$		
			8.		Interest income for Subject Period:		$		
			9.		Non-recurring non-cash additions to Consolidated
      Net
Income for Subject Period:	 	$		
			10.		Consolidated EBITDA (Lines A.1 + 2 + 3 + 4 + 5 + 6 – 7
– 8
      – 9):		$		
		C.	Consolidated Leverage Ratio (Line
      A ÷ Line B):				  to 1
		Maximum
      permitted:	[3.50 to 1.00][4.00
      to 1.00]1	


 

 

____________________




1 At
the Borrower’s option, the maximum Consolidated Leverage Ratio permitted by
Section 7.10 of the Credit Agreement may be increased to 4.00
to 1.00 (each such election, a “Consolidated Leverage Ratio Increase”) for the four consecutive fiscal quarter ending
dates (or such shorter time, as may be elected by the Borrower) immediately
following the consummation of a Material Acquisition by the Borrower or a
Subsidiary; provided that, in any
event (without regard to the making of more than one Material Acquisition), the
maximum Consolidated Leverage Ratio permitted by Section 7.10 of the Credit Agreement must return to 3.50 to
1.00 for the fiscal quarter ending immediately following each single election by
the Borrower of a Consolidated Leverage Ratio Increase. 

D-3 
Form of Compliance Certificate 







EXHIBIT E


FORM OF ASSIGNMENT AND
ASSUMPTION 

     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [the][each]2 Assignor
identified in item 1 below ([the][each, an]
“Assignor”) and [the][each]3 Assignee identified
in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees]4 hereunder are several and not
joint.]5 Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended,
restated, extended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in
Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full. 

     For an agreed consideration, [the][each]
Assignor hereby irrevocably sells and assigns to [the Assignee][the respective
Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes
from [the Assignor][the respective Assignors], subject to and in accordance with
the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of [the
Assignor’s][the respective Assignors’] rights and obligations in [its capacity
as a Lender][their respective capacities as Lenders] under the Credit Agreement
and any other documents or instruments delivered pursuant thereto in the
amount[s] and equal to the percentage interest[s] identified below of all the
outstanding rights and obligations under the respective facilities identified
below (including, without limitation, the Letters of Credit and the Swing Line
Loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of [the Assignor (in its capacity as a Lender)][the respective Assignors
(in their respective capacities as Lenders)] 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 loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor. 

 

 

____________________


2 For
bracketed language here and elsewhere in this form relating to the Assignor(s),
if the assignment is from a single Assignor, choose the first bracketed
language. If the assignment is from multiple Assignors, choose the second
bracketed language. 
3
For bracketed language here and elsewhere in this form relating to the
Assignee(s), if the assignment is to a single Assignee, choose the first
bracketed language. If the assignment is to multiple Assignees, choose the
second bracketed language. 
4 Select as appropriate. 
5 Include bracketed language if there
are either multiple Assignors or multiple Assignees. 

E-1
Form of Assignment and Assumption








	1.	     	Assignor[s]:	      	 	 
			 		 	 
			 		  
			[Assignor [is] [is not] a Defaulting
      Lender]
	   
	2.		Assignee[s]:			 
			                      
      			 
			 		
			[for each Assignee, indicate
      [Affiliate][Approved Fund] of [identify Lender]]
	 		 	
	3.		Borrower:	Pall Corporation, a New York
    corporation
	 		 	
	4.		
      Administrative
      Agent: Bank of America, N.A., as the administrative
      agent under the Credit Agreement

	 		 
	5.		
      Credit
      Agreement: Amended and Restated Credit
      Agreement, dated as of August 11, 2014, among the Borrower, the Lenders
      from time to time party thereto, Bank of America, N.A., as Administrative
      Agent, Swing Line Lender and an L/C Issuer, and JPMorgan Chase, N.A., as
      an L/C Issuer.

	          
    	  	
	6.		Assigned
      Interest[s]:



	Assignor[s]6	Assignee[s]7	Aggregate
Amount of
Commitment
for all
      Lenders8	Amount of
Commitment
Assigned	Percentage
Assigned
      of
Commitment9	CUSIP
Number
			$___________	$_________	__________%	
	 		$___________	$_________	__________%	 
			$___________	$_________	__________%	


	          
    	                      
      	      		
	[7.	Trade Date:		__________________]10
	  
	
      Effective Date: __________________, 20__ [TO BE
      INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
      RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]



 

 

____________________


6 List each Assignor, as appropriate. 
7 List each Assignee and, if available,
its market entity identifier, as appropriate. 
8 Amounts in this column and in the
column immediately to the right to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date. 
9 Set
forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders
thereunder. 
10 To be
completed if the Assignor and the Assignee intend that the minimum assignment
amount is to be determined as of the Trade Date. 

E-2 
Form of Assignment and Assumption 








     The terms set forth in this Assignment and Assumption are hereby agreed
to: 


	ASSIGNOR[S]11
	[NAME OF ASSIGNOR]
	By:	 
	Title:
	[NAME OF ASSIGNOR]
	By:	 
	Title:
	ASSIGNEE[S]12
	[NAME OF ASSIGNEE]
	By:	 
	Title:
	[NAME OF ASSIGNEE]
	By:	 
	Title:




	[Consented to and]13 Accepted:
	BANK OF AMERICA, N.A., as
	Administrative Agent
	By:	   
	Title:
	[Consented to:]14
	By:	  
	Title:


 

 

____________________

11 Add
additional signature blocks as needed. Include both Fund/Pension Plan and
manager making the trade (if applicable). 
12  Add
additional signature blocks as needed. Include both Fund/Pension Plan and
manager making the trade (if applicable). 
13  To be added
only if the consent of the Administrative Agent is required by the terms of the
Credit Agreement. 
14 To be added
only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit
Agreement. 

E-3 
Form of Assignment and Assumption 







ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


STANDARD TERMS AND
CONDITIONS FOR 
ASSIGNMENT AND ASSUMPTION 

     1.
Representations and
Warranties. 

          1.1.
Assignor. [The][Each] Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim, (iii) it has full power and authority, and
has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and (iv) it is
[not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i)
any statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document. 

          1.2.
Assignee. [The][Each] Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all the requirements to be an assignee under Section
10.06(b)(iii) and (v) of the Credit
Agreement (subject to such consents, if any, as may be required under
Section
10.06(b)(iii) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
[the][the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets
of the type represented by [the][such] Assigned Interest and either it, or the
Person exercising discretion in making its decision to acquire [the][such]
Assigned Interest, is experienced in acquiring assets of such type, (v) it has
received a copy of the Credit Agreement, and has received or has been accorded
the opportunity to receive copies of the most recent financial statements
delivered pursuant to Section
6.01 thereof, as applicable, and
such other documents and information as it deems appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to
purchase [the][such] Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender,
attached hereto is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by [the][such]
Assignee; and (b) agrees that (i) it will, independently and without reliance
upon the Administrative Agent, [the][any] Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender. 

     2. Payments. From and after
the Effective Date, the Administrative Agent shall make all payments in respect
of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have
accrued to but excluding the Effective Date and to [the][the relevant] Assignee
for amounts which have accrued from and after the Effective Date.
Notwithstanding the foregoing, the Administrative Agent shall make all payments
of interest, fees or other amounts paid or payable in kind from and after the
Effective Date to [the][the relevant] Assignee. 

E-4 
Form of Assignment and Assumption 







     3. General Provisions. This
Assignment and Assumption shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and
Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York. 

E-5 
Form of Assignment and Assumption 







EXHIBIT F-1


FORM OF

U.S. TAX COMPLIANCE
CERTIFICATE 

(For Foreign Lenders That
Are Not Partnerships For U.S. Federal Income Tax Purposes) 

     Reference is hereby made to the Amended
and Restated Credit Agreement, dated as of August 11, 2014 (as
amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Pall Corporation, a New York corporation
(the “Borrower”), each Lender from time to time party thereto,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer.

     Pursuant to the provisions of
Section 3.01(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as
well as any Note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate, (ii) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is
not a controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Code. 

     The undersigned has furnished the
Administrative Agent and the Borrower with a certificate of its non-U.S. Person
status on IRS Form W-8BEN (or any applicable successor form). By executing this
certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform the Borrower and
the Administrative Agent, and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.

     Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement. 

[NAME OF LENDER]


	By:	 	 	 
		 	
		Name:
      	 	 	 	 
		Title:  	 	 	 	 
		 	
	Date:   	                                	  	          	, 20[      
      ]       




F-1 
Form of U.S. Tax Compliance Certificate







EXHIBIT
F-2 

FORM OF

U.S. TAX COMPLIANCE
CERTIFICATE 

(For Foreign Participants
That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

     Reference is hereby made to the Amended
and Restated Credit Agreement, dated as of August 11, 2014 (as
amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Pall Corporation, a New York corporation
(the “Borrower”), each Lender from time to time party thereto,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer.

     Pursuant to the provisions of
Section 3.01(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the
participation in respect of which it is providing this certificate, (ii) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is
not a ten percent shareholder of the Borrower within the meaning of Section
871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


     The undersigned has furnished its
participating Lender with a certificate of its non-U.S. Person status on IRS
Form W-8BEN (or any applicable successor form). By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender in writing, and
(2) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments. 

     Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement. 

[NAME OF PARTICIPANT]


	By:	 	 	 
		 	
		Name:
      	 	 	 	 
		Title:  	 	 	 	 
		 	
	Date:   	                                	  	          	, 20[      
      ]       




F-2 
Form of U.S. Tax Compliance Certificate








EXHIBIT F-3


FORM OF

U.S. TAX COMPLIANCE
CERTIFICATE 

(For Foreign Participants
That Are Partnerships For U.S. Federal Income Tax Purposes) 

     Reference is hereby made to the Amended
and Restated Credit Agreement, dated as of August 11, 2014 (as
amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Pall Corporation, a New York corporation
(the “Borrower”), each Lender from time to time party thereto,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer.

     Pursuant to the provisions of
Section 3.01(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the participation in respect
of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such participation, (iii)
with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan
agreement entered into in the ordinary course of its trade or business within
the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or
indirect partners/members is a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or
indirect partners/members is a controlled foreign corporation related to the
Borrower as described in Section 881(c)(3)(C) of the Code.

     The undersigned has furnished its
participating Lender with IRS Form W-8IMY accompanied by one of the following
forms from each of its partners/members that is claiming the portfolio interest
exemption: (i) an IRS Form W-8BEN (or any applicable successor form) or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or any applicable successor
form) from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform such Lender and (2) the undersigned shall
have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such
payments. 

     Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement. 

[NAME OF PARTICIPANT]


	By:	 	 	 
		 	
		Name:
      	 	 	 	 
		Title:  	 	 	 	 
		 	
	Date:   	                                	  	          	, 20[      
      ]       




F-3 
Form of U.S. Tax Compliance Certificate








EXHIBIT F-4


FORM OF

U.S. TAX COMPLIANCE
CERTIFICATE 

(For Foreign Lenders That
Are Partnerships For U.S. Federal Income Tax Purposes) 

     Reference is hereby made to the Amended and Restated Credit Agreement,
dated as of August 11, 2014 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Pall Corporation, a New York corporation
(the “Borrower”), each Lender from time to time party thereto,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer.

     Pursuant to the provisions of
Section 3.01(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any
Note(s) evidencing such Loan(s)) in respect of which it is providing this
certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such Loan(s) (as well as any Note(s) evidencing such
Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit
Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a
loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct
or indirect partners/members is a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or
indirect partners/members is a controlled foreign corporation related to the
Borrower as described in Section 881(c)(3)(C) of the Code. 

     The undersigned has furnished the
Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of
the following forms from each of its partners/members that is claiming the
portfolio interest exemption: (i) an IRS Form W-8BEN (or any applicable
successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or
any applicable successor form) from each of such partner’s/member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this
certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform the Borrower and
the Administrative Agent, and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments. 

     Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement. 

[NAME OF LENDER]


	By:	 	 	 
		 	
		Name:
      	 	 	 	 
		Title:  	 	 	 	 
		 	
	Date:   	                                	  	          	, 20[      
      ]       




F-4 
Form of U.S. Tax Compliance Certificate








EXHIBIT G


FORM OF

LENDER JOINDER AGREEMENT


     THIS LENDER JOINDER AGREEMENT, dated as of [________], 20[_] (this
“Lender Joinder Agreement”), is
made by [JOINING
LENDER] (the “Joining Lender”)
pursuant to Section 2.16(c) of the Credit Agreement identified below. 

RECITALS 

     WHEREAS, Pall Corporation, a New York
corporation (the “Borrower”), is a party to
that certain Amended and Restated Credit Agreement, dated as of August 11, 2014 (as amended, supplemented or otherwise modified from time
to time, the “Credit
Agreement”), among Borrower, each
Lender from time to time party thereto (the “Lenders”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and
an L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer; and 

     WHEREAS, pursuant to Section 2.16 of the Credit Agreement, the Borrower has
requested an increase in the Commitments, and the Joining Lender has agreed to
become a Lender under the Credit Agreement pursuant to the terms thereof and
upon the Borrower’s satisfaction of all conditions set forth in Section 2.16 of the Credit Agreement as of the date hereof
(the “Increase Effective
Date”). 

     In consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged: 

     1. As of the Increase Effective
Date, the Joining Lender acknowledges, agrees and confirms, by its execution of
this Lender Joinder Agreement, (a) it will be deemed to be a party to the Credit
Agreement and a “Lender” for all purposes of the Credit Agreement and the other
Loan Documents, and shall have all of the obligations of a Lender under the
Credit Agreement as if it had executed the Credit Agreement; (b) to be bound by,
all of the terms, provisions and conditions contained in the Credit Agreement;
(c) its Commitment and Applicable Percentage shall be as set forth on
Schedule 1 hereto (which shall set
forth all the Commitments and Applicable Percentages of the Lenders, after
giving effect to the requested increase and the joinder of the Joining Lender);
(d) it has received a copy of the Credit Agreement, copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof and such other documents and information
as it deems appropriate, independently and without reliance upon the
Administrative Agent, any other Lender or any of their Related Parties, to make
its own credit analysis and decision to enter into this Lender Joinder Agreement
and to become a Lender under the Credit Agreement; (e) it will, independently
and without reliance upon the Administrative Agent, any other Lender or any of
their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon the Credit Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder; (f) it is an Eligible Assignee (after giving effect to the consents
set forth on the signature pages to this Lender Joinder Agreement); (g) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Lender Joinder Agreement and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement; and (h)
its administrative details are attached hereto as Annex A. 

     2. This Lender Joinder Agreement
shall (a) be deemed to be a Loan Document, (b) be governed by all the terms and
provisions of the Credit Agreement, which terms are incorporated herein by
reference, are ratified and confirmed as a valid and binding agreement of the
Joining Lender enforceable against the Joining Lender.

G-1 
Form of Lender Joinder Agreement 







     3. The Joining Lender hereby
waives notice of the Administrative Agent’s acceptance of this Lender Joinder
Agreement. This Lender Joinder Agreement may be executed in as many counterparts
as necessary or convenient by one or more parties hereto as a facsimile,
telecopy, pdf or other reproduction, and an executed copy of this Lender Joinder
Agreement may be delivered by one or more parties hereto by facsimile, e-mail or
other electronic transmission pursuant to which the signature of or on behalf of
such party can be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. 

     4. THIS LENDER JOINDER AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


[Signature Pages Follow]


G-2 
Form of Lender Joinder Agreement 







     IN WITNESS WHEREOF, the undersigned
Joining Lender has caused this Lender Joinder Agreement to be duly executed and
delivered as of the date first above written. 

	JOINING LENDER:	[JOINING LENDER],
		as a Lender
	 
	 
		By:   	 	 
		Name:
		Title:



Pall Corporation 
Lender
Joinder Agreement 
Signature Pages 







Acknowledge, accepted and
consented to as of 
the date first written above: 

PALL CORPORATION, 
as
the Borrower 

 

	By:  	 	 
	Name:
	Title:



Pall Corporation 
Lender
Joinder Agreement 
Signature Pages 







Acknowledge, accepted and
consented to as of 
the date first written above: 

BANK OF AMERICA, N.A.,

as Administrative Agent, the Swingline Lender and an L/C Issuer 

	By:  	 	 
	Name:
	Title:



JPMORGAN CHASE BANK, N.A.,
as an L/C
Issuer


	By:  	 	 
	Name:
	Title:



Pall Corporation 
Lender
Joinder Agreement 
Signature Pages 







Schedule 1 
to 
Lender Joinder Agreement 

COMMITMENTS AND
APPLICABLE PERCENTAGE 
(of all
Lenders, giving effect to the Lender Joinder
Agreement) 

 

 

 

 

 

 

 

 







Annex A 
to 
Lender Joinder Agreement 

ADMINISTRATIVE DETAILS,
ETC. 

 

 

 

 

 







EXHIBIT H


[ANY PREPAYMENT NOTICE
SHOULD BE ON BORROWER’S LETTERHEAD] 

FORM OF

PREPAYMENT NOTICE


Dated as of:
_____________


Bank of America, N.A.,

      as Administrative Agent 
Mail Code: IL4-135-06-61
135 S. LaSalle St.

Chicago, IL 60603 
Attention: Felicia Brinson 

Ladies and Gentlemen:


     This irrevocable Notice of Prepayment is delivered to you pursuant to
Section 2.05 of the Amended and Restated Credit Agreement,
dated as of August 11, 2014 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Pall Corporation, a New York corporation
(the “Borrower”), each Lender from time to time party thereto,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. Capitalized terms used
herein and not defined herein shall have the meanings assigned thereto in the
Credit Agreement. 

     1. The Borrower hereby provides notice to
the Administrative Agent that it shall repay the following [Base Rate Loans] and/or [Eurocurrency Rate Loans]: _______________.
(Complete with an amount in accordance with Section 2.05 of the Credit Agreement.) 

     2. The Loan(s) to be prepaid consist of:
[check each applicable box]


          o 
a Swing Line Loan 

         
o  a Revolving Credit Loan 

     3.
The Borrower shall repay the above-referenced Loans on the following Business
Day: _______________. (Complete with a date no earlier than
(i) the same Business Day as of the date of this Notice of Prepayment with
respect to any Swingline Loan or Base Rate Loan and (ii) three (3) Business Days
subsequent to date of this Notice of Prepayment with respect to any Eurocurrency
Rate Loan.) 

[Signature Page Follows] 

H-1 
Form of Prepayment
Notice 







     IN
WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of
the day and year first written above. 


	
      PALL CORPORATION
      

	 
	By:	  




	Name:	  




	Title:	  




H-2 
Form of Prepayment Notice