Prepared by MERRILL CORPORATION









Exhibit 10.26




 




 




AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT




dated

as of August 30, 2001




 




among




 




PENTAIR,

INC.,




 




Various

Financial Institutions,




 




BANK

ONE, NA,




as

Syndication Agent,




 




THE

BANK OF TOKYO-MITSUBISHI, LTD.,




MORGAN

GUARANTY TRUST COMPANY OF NEW YORK




and




U.S.

BANK NATIONAL ASSOCIATION,




as

Co-Documentation Agents,




 




FLEET

NATIONAL BANK




and




FIRST

UNION NATIONAL BANK,




as

Co-Agents,




 




and




 




BANK

OF AMERICA, N.A.,




as

Administrative Agent




 




 




 




 




 




 




 




BANC

OF AMERICA SECURITIES LLC




and




BANC

ONE CAPITAL MARKETS, INC.




Co-Lead

Arrangers and Co-Book Managers




 











 




AMENDED

AND RESTATED 364-DAY CREDIT AGREEMENT




 




 




THIS AMENDED AND RESTATED

364-DAY CREDIT AGREEMENT dated as of August 30, 2001 is among PENTAIR,

INC. (the “Company”), the financial

institutions listed on the signature pages hereof (the “Lenders”), BANK ONE, N.A., as Syndication Agent, and

BANK OF AMERICA, N.A., as Administrative Agent.




WHEREAS, the Company,

various financial institutions (the “Existing Lenders”)

and  the Administrative Agent entered

into a 364-Day Credit Agreement dated as of September 2, 1999 (as amended, the

“Credit Agreement”; terms defined in the

Credit Agreement are, unless otherwise defined herein or the context otherwise

requires, used herein as defined therein); and




WHEREAS, the parties

hereto desire to amend the Credit Agreement as set forth herein and to restate

the Credit Agreement in its entirety to read as set forth in the Credit

Agreement with the amendments specified below;




NOW, THEREFORE, the

parties hereto agree as follows:




SECTION

1            Amendments. 

Effective as of the date hereof and subject to the occurrence of the

Restatement Effective Date (as defined below), the Credit Agreement shall be

amended as set forth below:




1.1           Extension of Termination Date. 

The definition of the term “Termination Date” in Section 1.01 shall be

amended by deleting the date “August 30, 2001” therein and substituting the

date “August 29, 2002” therefor.




1.2           Amendment to Schedule 2.01. 

Schedule 2.01 is amended in its entirety by substituting Schedule 2.01 hereto therefor.




1.3           Amendment to Exhibit H.  

Exhibit H is amended in its entirety by substituting Exhibit H hereto therefor.




SECTION

2            Representations and

Warranties. 

The Company represents and warrants to the Lenders and the

Administrative Agent that:  (a) each of

the representations and warranties of the Company set forth in the Credit

Agreement, as amended and restated hereby (as so amended and restated, the “Restated Credit Agreement”) is true and correct as

of the date hereof, with the same effect as if made on such date (except to the

extent such representations and warranties expressly refer to an earlier date,

in which case they were true and correct as of such earlier date); (b) the

execution and delivery hereof by the Company and the performance by the Company

of its obligations under the Restated Credit Agreement (i) are within the

powers of the Company, (ii) have been duly authorized by all necessary action

on the part of the Company, (iii) have received all necessary governmental

approval and (iv) do not and will not contravene or conflict with (x) any

provision of law or the certificate of incorporation or by–laws or other

organizational documents of the Company or (y) any agreement, judgment,

injunction, order, decree or other instrument which is binding upon the Company

or any of its Subsidiaries; and (c) the Restated Credit Agreement is the legal,

valid and binding obligation of the Company enforceable against the Company in

accordance with its terms, except as enforceability may be limited by

bankruptcy, insolvency or other similar laws of general application affecting

the enforcement of creditors’ rights or by general principles of equity

limiting the availability of equitable remedies.




SECTION

3            Effectiveness. 

The Restated Credit Agreement shall become effective on the date (the “Restatement Effective Date”) when the Administrative

Agent shall have received:




(a)           Restated Credit Agreement. 

Signature pages hereto signed by the Company, each of the Lenders and

the Administrative Agent (it being understood that Administrative Agent may

rely on a facsimile of any signature page as if it were an original).





(b)           Resolutions; Incumbency.




(i)            Copies of resolutions of the board

of directors of the Company authorizing the execution and delivery of this

agreement and the consummation of the transactions contemplated hereby,

certified as of the Restatement Effective Date by the Secretary or an Assistant

Secretary of the Company, and




(ii)           A certificate of the Secretary or an

Assistant Secretary of the Company certifying the names and true signatures of

the officers of the Company authorized to execute and deliver this agreement.




(c)           Confirmation. 

A Confirmation substantially in the form of Exhibit

A signed by each Subsidiary Guarantor.




(d)           Certificate. 

A certificate of the President, the chief financial officer, the chief

accounting officer or the vice president-treasurer of the Company, dated as of

the Restatement Effective Date, stating that:




(i)            the representations and warranties

contained in Section 2 are true and correct on

and as of such date, as though made on and as of such date,




(ii)           no Event of Default or Unmatured

Event of Default exists or would result from the effectiveness of this agreement,

and




(iii)          since December 31, 2000, no event or

circumstance has occurred that has resulted or could reasonably be expected to

result in a Material Adverse Effect.




(e)           Legal Opinion. 

An opinion of Louis L. Ainsworth, Senior Vice President and General

Counsel of the Company, substantially in the form of Attachment

1.




(f)            Other Documents. 

Such other documents as the Administrative Agent or any Lender may

reasonably request.




(g)           Payment of Obligations. 

Evidence of payment by the Company of all amounts payable under the

Credit Agreement (other than contingent indemnification obligations) and all

accrued and unpaid fees, costs and expenses payable hereunder to the extent

then due.




SECTION

4            Miscellaneous.




4.1           Amendment and Restatement.  Upon the

effectiveness hereof, the Credit Agreement shall be restated in its entirety to

read as set forth in the Credit Agreement as amended hereby and all rights and

obligations of the parties shall be as set forth in the Restated Credit

Agreement (except that any provision of the Credit Agreement which by its terms

survives termination thereof shall remain in full force and effect).




4.2           Counterparts. 

This agreement may be executed in any number of counterparts and by the

different parties on separate counterparts, and each such counterpart shall be

deemed to be an original but all such counterparts shall together constitute

one and the same agreement.




4.3           Expenses. 

The Company agrees to pay all reasonable costs and expenses of the

Administrative Agent, including reasonable fees and charges of counsel to the

Administrative Agent, in connection with the preparation, execution and

delivery of this agreement.




4.4           Governing Law. 

This agreement shall be a contract made under and governed by the laws

of the State of Illinois applicable to contracts made and to be performed

entirely within such State.




4.5           Successors and Assigns. 

This agreement shall be binding upon the Company, the Lenders and the

Administrative Agent and their respective successors and assigns, and shall

inure to the benefit of the Company, the Lenders and the Administrative Agent

and the respective successors and assigns of the Lenders and the Administrative

Agent.











 




IN WITNESS WHEREOF, the

parties hereto have caused the Agreement to be duly executed and delivered by

their proper and duly authorized officers as of the day and year first above

written.




	

   


  	

   


  
	

   


  	

  PENTAIR, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A.,


  
	

   


  	

  as Administrative Agent

  and as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BANK ONE, NA (Main

  Office Chicago)


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  THE BANK OF

  TOKYO-MITSUBISHI, LTD.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  MORGAN GUARANTY TRUST

  COMPANY OF NEW YORK


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  





 











 




	

   


  	

  U.S. BANK NATIONAL

  ASSOCIATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  FLEET NATIONAL BANK


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  FIRST UNION NATIONAL

  BANK


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BANCA NAZIONALE DEL

  LAVORO S.P.A. NEW YORK BRANCH


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  THE INDUSTRIAL BANK OF

  JAPAN, LIMITED


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  





 











 




	

   


  	

  CREDIT LYONNAIS CHICAGO

  BRANCH


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  NATIONAL CITY BANK


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BANCA ANTONVENETA NEW

  YORK BRANCH


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BANK HAPOALIM B.M.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  MELLON BANK, N.A.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  












 




	

   


  	

  THE DAI-ICHI KANGYO

  BANK, LTD.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BANCA DI ROMA – CHICAGO

  BRANCH


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WELLS FARGO BANK,

  NATIONAL ASSOCIATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BNP PARIBAS


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  THE BANK OF NEW YORK


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  SANWA BANK LIMITED


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  












 




SCHEDULE 2.01




 




COMMITMENTS


AND PRO RATA SHARES




	

   


  	

   


  	

   


  	

   


  	

  Pro

  Rata


  	

   


  
	

  Lender


  	

   


  	

  Commitment


  	

   


  	

  Share


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Bank of America,

  N.A.


  	

   


  	

  $


  	

  30,000,000


  	

   


  	

  9.523809523


  	

  %


  
	

  Bank One, NA


  	

   


  	

  $


  	

  30,000,000


  	

   


  	

  9.523809523


  	

  %


  
	

  The Bank of

  Tokyo-Mitsubishi, Ltd.


  	

   


  	

  $


  	

  30,000,000


  	

   


  	

  9.523809523


  	

  %


  
	

  Morgan Guaranty

  Trust Company of New York


  	

   


  	

  $


  	

  30,000,000


  	

   


  	

  9.523809523


  	

  %


  
	

  U.S. Bank

  National Association


  	

   


  	

  $


  	

  30,000,000


  	

   


  	

  9.523809523


  	

  %


  
	

  Fleet National

  Bank


  	

   


  	

  $


  	

  20,000,000


  	

   


  	

  6.349206349


  	

  %


  
	

  First Union

  National Bank


  	

   


  	

  $


  	

  20,000,000


  	

   


  	

  6.349206349


  	

  %


  
	

  Banca Nazionale

  del Lavoro S.p.A. New York Branch


  	

   


  	

  $


  	

  17,000,000


  	

   


  	

  5.396825396


  	

  %


  
	

  The Industrial

  Bank of Japan, Limited


  	

   


  	

  $


  	

  10,000,000


  	

   


  	

  3.174603174


  	

  %


  
	

  Credit Lyonnais

  Chicago Branch


  	

   


  	

  $


  	

  10,000,000


  	

   


  	

  3.174603174


  	

  %


  
	

  National City

  Bank


  	

   


  	

  $


  	

  10,000,000


  	

   


  	

  3.174603174


  	

  %


  
	

  Banca Antonveneta

  New York Branch


  	

   


  	

  $


  	

  10,000,000


  	

   


  	

  3.174603174


  	

  %


  
	

  Bank Hapoalim

  B.M.


  	

   


  	

  $


  	

  10,000,000


  	

   


  	

  3.174603174


  	

  %


  
	

  Mellon Bank,

  N.A.


  	

   


  	

  $


  	

  10,000,000


  	

   


  	

  3.174603174


  	

  %


  
	

  The Dai-Ichi

  Kangyo Bank, Ltd.


  	

   


  	

  $


  	

  8,500,000


  	

   


  	

  2.698412698


  	

  %


  
	

  Banca di Roma –

  Chicago Branch


  	

   


  	

  $


  	

  8,500,000


  	

   


  	

  2.698412698


  	

  %


  
	

  Wells Fargo

  Bank, National Association


  	

   


  	

  $


  	

  8,500,000


  	

   


  	

  2.698412698


  	

  %


  
	

  BNP Paribas


  	

   


  	

  $


  	

  7,500,000


  	

   


  	

  2.38095238


  	

  %


  
	

  The Bank of New

  York


  	

   


  	

  $


  	

  7,500,000


  	

   


  	

  2.38095238


  	

  %


  
	

  Sanwa Bank

  Limited


  	

   


  	

  $


  	

  7,500,000


  	

   


  	

  2.38095238


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  TOTAL


  	

   


  	

  $


  	

  315,000,000


  	

   


  	

  100


  	

  %


  












 




EXHIBIT A




CONFIRMATION BY GUARANTORS




To the Administrative Agent and the Lenders under and

as defined in the Credit Agreement referred to below




Please refer to the Amended and Restated 364-Day

Credit Agreement dated as of August 30, 2001 (the “Restated

Credit Agreement”) among Pentair, Inc. (the “Company”), various financial institutions and

Bank of America, N.A., as Administrative Agent.  Capitalized terms used but not defined herein are used as defined

in the Restated Credit Agreement.




Each of the undersigned hereby confirms to the

Administrative Agent and the Lenders that, after giving effect to the

effectiveness of the Restated Credit Agreement, the Subsidiary Guaranty (i)

continues in full force and effect as a guaranty of all obligations of the

Company under the Restated Credit Agreement and (ii) continues to be a legal,

valid and binding obligation of such undersigned, enforceable against such

undersigned in accordance with its terms, subject to bankruptcy, insolvency and

similar laws affecting the enforceability of creditors’ rights generally and to

general principles of equity.




[Remainder of page

intentionally left blank.]











 




IN WITNESS WHEREOF, each

of the undersigned has caused this Confirmation to be executed and delivered by

its duly authorized representative as of August 30, 2001.




APLEX INDUSTRIES, INC.




BIESEMEYER MANUFACTURING

CORPORATION




CENTURY MANUFACTURING CO.




CODELINE CORPORATION




COMPOOL, INC.




DELTA INTERNATIONAL

MACHINERY CORPORATION




DEVILBISS AIR POWER COMPANY




ELECTRONIC ENCLOSURES, INC.




ENPAC CORPORATION




ESSEF CORPORATION




FALCON MANUFACTURING, INC.




FLECK CONTROLS, INC.




HOFFMAN ENCLOSURES INC.




LINCOLN AUTOMOTIVE COMPANY




LINCOLN INDUSTRIAL

CORPORATION




MCNEIL (OHIO) CORPORATION




NATIONAL POOL TILE GROUP,

INC.




ORSCO, INC.




PENTAIR ENCLOSURES, INC.




PENTAIR ELECTRONIC PACKAGING

COMPANY




PENTAIR POOL PRODUCTS, INC.




PENTAIR TOOL & EQUIPMENT

SALES CO.




PORTER-CABLE CORPORATION




PUREX POOL SYSTEMS, INC.




RAINBOW ACQUISITION CORP.




SANFORD TECHNOLOGIES




SCHROFF, INC.




STRUCTURAL AUSTRALIA




WALKER DICKSON, INC.




WEB TOOL &

MANUFACTURING, INC.




WTM, INC.




 




	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:

  Roy Rueb


  
	

   


  	

  Title:  Secretary and Treasurer


  












 




EXHIBIT H




FORM OF ASSIGNMENT

AND ACCEPTANCE




This

Assignment and Acceptance (this “Assignment”) is dated as of the

Effective Date set forth below and is entered into by and between [Insert name

of Assignor] (the “Assignor”) and [Insert name of Assignee]

(the “Assignee”).  Capitalized

terms used but not defined herein shall have the respective meanings given to

them in the Amended and Restated 364-Day Credit Agreement identified below (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 as if set

forth herein in full.




 




For

an agreed consideration, the Assignor hereby irrevocably sells and assigns to

the Assignee, and the Assignee hereby irrevocably purchases and assumes from

the Assignor, 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, the interest in and to all of the

Assignor’s rights and obligations under the Credit Agreement and any other

documents or instruments delivered pursuant thereto that represents the amount

and percentage interest identified below of all of the Assignor’s outstanding

rights and obligations under the respective facilities identified below (the “Assigned

Interest”).  Such sale and

assignment is without recourse to the Assignor and, except as expressly

provided in this Assignment, without representation or warranty by the

Assignor.




 




1.             Assignor:              ______________________________




 




2.             Assignee:              ______________________________ [, an Affiliate of the




Assignor] [, a

Lender]




 




3.             Borrower:               Pentair, Inc.




 




4.             Administrative




                Agent:                   Bank

of America, N.A., as administrative agent under the Credit




                                                Agreement




 




5.             Credit




Agreement:           The Amended and Restated 364-Day

Credit Agreement, dated as of




August 30, 2001,

among  Pentair, Inc., various financial

institutions and




Bank of America,

N.A., as administrative agent




 




6.             Payment

of  Administrative Agent’s Fee: The

[Assignor][Assignee] shall, prior to the Effective Date, pay to the

Administrative Agent for its own account a processing fee in the amount

specified in Section 11.06(b) of the Credit Agreement.




 




7.             Assigned

Interest:




 




	

  Facility Assigned


  	

   


  	

  Aggregate

  Amount of Commitment/Loans for all Lenders


  	

   


  	

  Amount

  of Commitment/Loans Assigned


  	

   


  	

  Percentage

  Assigned of Commitment/Loans1


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  2


  	

   


  	

  $


  	

   


  	

  $


  	

   


  	

  %


  
	

   


  	

   


  	

  $


  	

   


  	

  $


  	

   


  	

  %


  
	

   


  	

   


  	

  $


  	

   


  	

  $


  	

   


  	

  %


  





 




Effective Date: __________________, 20__ [TO

BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF

RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]




 




                1 Set forth, to at least 9 decimals, as a

percentage of the Commitment/Loans of all Lenders thereunder.




                2 Fill in the appropriate terminology for the

types of facilities under the Credit Agreement that are being assigned under

this Assignment (e.g. “Commitment,” “Committed Loan,” “Bid Loan”).











 




 




The terms set forth in this Assignment are

hereby agreed to:




 




	

   


  	

  ASSIGNOR


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  [NAME OF ASSIGNOR]


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By: 


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  ASSIGNEE


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  [NAME OF ASSIGNEE]


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  
						





[Consented to and Accepted:]3




 






















3 To be added only if the consent of the

Administrative Agent is required by the terms of the Credit Agreement.




 




 




	

  [BANK OF AMERICA, N.A., as


  	

   


  
	

   

  Administrative Agent]


  	

   


  
	

   


  	

   


  
	

  By: 


  	

   


  	

   


  	

   


  
	

   


  	

  Title:


  
				












 




[Consented to:]4




 




[PENTAIR, INC.]




 




By: _________________________________




      Title:




 






















4 To be added only if the consent of the

Company is required by the terms of the Credit Agreement.











 




ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE




 




 




STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT




AND ASSUMPTION AGREEMENT




 




1.         Representations and Warranties.




 




1.1.      Assignor.  The Assignor (a) represents and warrants that (i) it is the legal

and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is

free and clear of any lien, encumbrance or other adverse claim and (iii) it has

full power and authority, and has taken all action necessary, to execute and

deliver this Assignment and to consummate the transactions contemplated hereby;

and (b) assumes no responsibility with respect to (i) any statements,

warranties or representations made in or in connection with any Credit

Document(as hereinafter defined), (ii) the execution, legality, validity,

enforceability, genuineness, sufficiency or value of the Credit Agreement or

any other instrument or document delivered pursuant thereto, other than this

Assignment (collectively the “Credit Documents”), or any collateral

thereunder, (iii) the financial condition of the Company, any of its

Subsidiaries or Affiliates or any other Person obligated in respect of any

Credit Document or (iv) the performance or observance by the Company, any of

its Subsidiaries or Affiliates or any other Person of any of their respective

obligations under any Credit Document.




 




1.2.      Assignee.  The 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 to consummate the transactions contemplated hereby and to

become a Lender under the Credit Agreement, (ii) it is a bank or other financial

institution, (iii) from and after the Effective Date, it shall be bound by the

provisions of the Credit Agreement and, to the extent of the Assigned Interest,

shall have the obligations of a Lender thereunder, (iv) it has received a copy

of the Credit Agreement, together with copies of the most recent financial

statements delivered pursuant to Section 8.01 thereof, and such other documents

and information as it has deemed appropriate to make its own credit analysis

and decision to enter into this Assignment and to purchase the Assigned

Interest on the basis of which it has made such analysis and decision, (v) as

of the date hereof, the Company will not be obligated to pay any greater amount

to the Assignee under Article V of the Credit Agreement than the Company is

obligated to pay to the Assignor under such Article and (vi) if it is organized

under the laws of a jurisdiction outside the United States, attached hereto is

any documentation required to be delivered by it pursuant to the terms of the

Credit Agreement (including, without limitation, Section 5.05(e) thereof), duly

completed and executed by the Assignee; and (b) agrees that (i) it will,

independently and without reliance on the Administrative Agent, the 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 Credit Documents, and (ii) it will perform in

accordance with their terms all of the obligations which by the terms of the

Credit Documents are required to be performed by it as a Lender.




 




2.         Assignee’s Address for Notices, etc.  Attached hereto as Schedule 1 is all contact

information, address, account and other administrative information relating to

the Assignee.




 




3.         Payments.  From and after the Effective Date, the

Administrative Agent shall make all payments in respect of the Assigned

Interest (including payments of principal, interest, fees and other amounts) to

the Assignee whether such amounts have accrued prior to, on or after the

Effective Date. The Assignor and the Assignee shall make all appropriate

adjustments in payments by the Administrative Agent for periods prior to the

Effective Date or with respect to the making of this assignment directly between

themselves.




 




4.         General Provisions.  This Assignment shall be binding upon, and

inure to the benefit of, the parties hereto and their respective successors and

assigns.  This Assignment 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 by telecopy shall be

effective as delivery of a manually executed counterpart of this Assignment.  This Assignment shall be governed by, and

construed in accordance with, the substantive laws of the State of Illinois

without regard to the choice of law provisions thereof.











 




SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT


ADMINISTRATIVE DETAILS




 




(Assignee

to list names of credit contacts, addresses, phone and facsimile numbers,

electronic mail addresses and account and payment information)