exv10w2







Exhibit 10.2




$400,000,000 REVOLVING CREDIT FACILITY

CREDIT AGREEMENT




by and among



RPM INTERNATIONAL INC.

RPM LUX HOLDCO S.ÀR.L.

RPOW UK LIMITED

RPM EUROPE HOLDCO B.V.

RPM CANADA

TREMCO ILLBRUCK COATINGS LIMITED

RPM CANADA COMPANY

TREMCO ASIA PACIFIC PTY. LIMITED



and



The Other Foreign Borrowers From Time to Time Party Hereto, as the Borrowers,



and



THE LENDERS PARTY HERETO



and



PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent



and



BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents



and



THE BANK OF NOVA SCOTIA and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Co-Documentation Agents



and



PNC CAPITAL MARKETS LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and

WELLS FARGO SECURITIES, LLC,



as Joint Lead Arrangers and Joint Bookrunners



Dated as of January 5, 2011



 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. CERTAIN DEFINITIONS
	 	 	1	 
	1.1 Certain Definitions
	 	 	1	 
	1.2 Construction
	 	 	23	 
	1.3 Accounting Principles
	 	 	24	 
	 
	 	 	 	 
	2. REVOLVING CREDIT AND SWING LOAN FACILITIES
	 	 	24	 
	2.1 Revolving Credit Commitments
	 	 	24	 
	2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans
	 	 	27	 
	2.3 Facility Fee
	 	 	28	 
	2.4 Revolving Credit Loan Requests; Swing Loan Requests
	 	 	28	 
	2.5 Making Revolving Credit Loans and Swing Loans; Presumptions by the
Administrative Agent; Repayment of Revolving Credit Loans; Borrowings
to Repay Swing Loans
	 	 	29	 
	2.6 Notes
	 	 	31	 
	2.7 Use of Proceeds
	 	 	31	 
	2.8 Letter of Credit Subfacility
	 	 	32	 
	2.9 Utilization of Commitments in Optional Currencies
	 	 	39	 
	2.10 Provisions Applicable to All Loans
	 	 	41	 
	 
	 	 	 	 
	3. RESERVED
	 	 	42	 
	 
	 	 	 	 
	4. INTEREST RATES
	 	 	42	 
	4.1 Interest Rate Options
	 	 	42	 
	4.2 Interest Periods
	 	 	43	 
	4.3 Interest After Default
	 	 	43	 
	4.4 Euro-Rate Unascertainable; Illegality; Increased
Costs; Deposits Not Available
	 	 	44	 
	4.5 Selection of Interest Rate Options
	 	 	45	 
	4.6 Interest Act (Canada) Disclosure
	 	 	45	 
	4.7 Canadian Usury Provision
	 	 	45	 
	4.8 Minimum Interest Clause for Swiss Borrowers
	 	 	46	 
	 
	 	 	 	 
	5. PAYMENTS
	 	 	46	 
	5.1 Payments
	 	 	46	 
	5.2 Pro Rata Treatment of Lenders
	 	 	47	 
	5.3 Sharing of Payments by Lenders
	 	 	47	 
	5.4 Presumptions by Administrative Agent
	 	 	48	 
	5.5 Interest Payment Dates
	 	 	49	 
	5.6 Voluntary Prepayments
	 	 	49	 
	5.7 Mandatory Prepayments; Cash Collateralization
	 	 	51	 
	5.8 Increased Costs
	 	 	52	 






 









 







	 	 	 	 	 
	 	 	Page	 
	5.9 Taxes
	 	 	53	 
	5.10 Indemnity
	 	 	57	 
	5.11 Settlement Date Procedures
	 	 	57	 
	 
	 	 	 	 
	6. REPRESENTATIONS AND WARRANTIES
	 	 	58	 
	6.1 Representations and Warranties
	 	 	58	 
	 
	 	 	 	 
	7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
	 	 	62	 
	7.1 First Loans and Letters of Credit
	 	 	62	 
	7.2 Each Loan or Letter of Credit
	 	 	63	 
	 
	 	 	 	 
	8. COVENANTS
	 	 	63	 
	8.1 Affirmative Covenants
	 	 	64	 
	8.2 Negative Covenants
	 	 	66	 
	8.3 Reporting Requirements
	 	 	68	 
	 
	 	 	 	 
	9. DEFAULT
	 	 	70	 
	9.1 Events of Default
	 	 	70	 
	9.2 Consequences of Event of Default
	 	 	72	 
	 
	 	 	 	 
	10. THE ADMINISTRATIVE AGENT
	 	 	74	 
	10.1 Appointment and Authority
	 	 	74	 
	10.2 Rights as a Lender
	 	 	74	 
	10.3 Exculpatory Provisions
	 	 	74	 
	10.4 Reliance by Administrative Agent
	 	 	75	 
	10.5 Delegation of Duties
	 	 	75	 
	10.6 Resignation of Administrative Agent
	 	 	76	 
	10.7 Non-Reliance on Administrative Agent and Other Lenders
	 	 	77	 
	10.8 No Other Duties, etc.
	 	 	77	 
	10.9 Administrative Agent’s Fee
	 	 	77	 
	10.10 No Reliance on Administrative Agent’s Customer Identification Program
	 	 	77	 
	 
	 	 	 	 
	11. GUARANTY
	 	 	77	 
	11.1 Guaranty by the Company
	 	 	77	 
	11.2 Additional Undertaking
	 	 	78	 
	11.3 Guaranty Unconditional
	 	 	78	 
	11.4 Company Obligations to Remain in Effect; Restoration
	 	 	79	 
	11.5 Waiver of Acceptance, etc.
	 	 	79	 
	11.6 Subrogation
	 	 	79	 
	11.7 Effect of Stay
	 	 	79	 
	 
	 	 	 	 
	12. MISCELLANEOUS
	 	 	79	 
	12.1 Modifications, Amendments or Waivers
	 	 	79	 
	12.2 No Implied Waivers; Cumulative Remedies
	 	 	80	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	12.3 Expenses; Indemnity; Damage Waiver
	 	 	81	 
	12.4 Holidays
	 	 	82	 
	12.5 Notices; Effectiveness; Electronic Communication
	 	 	83	 
	12.6 Severability
	 	 	84	 
	12.7 Duration; Survival
	 	 	84	 
	12.8 Successors and Assigns
	 	 	84	 
	12.9 Confidentiality
	 	 	87	 
	12.10 Counterparts; Integration; Effectiveness
	 	 	88	 
	12.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE;
SERVICE OF PROCESS; WAIVER OF JURY TRIAL
	 	 	89	 
	12.12 USA PATRIOT Act Notice
	 	 	90	 
	12.13 Borrower Agent
	 	 	90	 
	12.14 Foreign Borrowers
	 	 	90	 
	12.15 Joinder of Borrowers; Release of Foreign Borrowers
	 	 	91	 






iv









 






LIST OF SCHEDULES AND EXHIBITS




	 	 	 	 	 

	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 1.1(A)

	 	-
	 	PRICING GRID
	SCHEDULE 1.1(B)

	 	-
	 	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 2.8.1

	 	-
	 	LETTERS OF CREDIT
	SCHEDULE 6.1.2

	 	-
	 	SUBSIDIARIES
	SCHEDULE 8.2.4

	 	-
	 	AFFILIATE TRANSACTIONS
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT 1.1(A)

	 	-
	 	ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT 1.1(B)

	 	-
	 	BORROWER JOINDER
	EXHIBIT 1.1(L)

	 	-
	 	LENDER JOINDER
	EXHIBIT 1.1(N)(1)

	 	-
	 	REVOLVING CREDIT NOTE
	EXHIBIT 1.1(N)(2)

	 	-
	 	SWING LOAN NOTE
	EXHIBIT 2.4.1

	 	-
	 	LOAN REQUEST
	EXHIBIT 2.4.2

	 	-
	 	SWING LOAN REQUEST
	EXHIBIT 8.3.3

	 	-
	 	QUARTERLY COMPLIANCE CERTIFICATE







v











 





CREDIT AGREEMENT




     THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of January 5, 2011
and is made by and among RPM INTERNATIONAL INC., a Delaware corporation (together with its
successors and assigns, to the extent permitted under this Agreement, the “Company”), RPM LUX
HOLDCO S.ÀR.L., a limited liability company formed under the laws of Luxembourg (together with its
successors and assigns, to the extent permitted under this Agreement, “RPM Lux”), RPOW UK LIMITED,
a limited liability company formed under the laws of England and Wales (together with its
successors and assigns, to the extent permitted under this Agreement, “RPOW-UK”), RPM EUROPE HOLDCO
B.V., a private company with limited liability formed under the laws of The Netherlands (together
with its successors and assigns, to the extent permitted under this Agreement, “RPM-Europe”), RPM
CANADA, a general partnership registered under the laws of the Province of Ontario (together with
its successors and assigns, to the extent permitted under this Agreement, “RPM Canada”), TREMCO
ILLBRUCK COATINGS LIMITED, a limited company formed under the laws of England and Wales (together
with its successors and assigns, to the extent permitted under this Agreement, “Tremco illbruck”),
RPM CANADA COMPANY, an unlimited company formed under the laws of Nova Scotia (together with its
successors and assigns, to the extent permitted under this Agreement, “RPM Canada Company”), TREMCO
ASIA PACIFIC PTY. LIMITED, a corporation incorporated under the laws of the Commonwealth of
Australia (together with its successors and assigns, to the extent permitted under this Agreement,
“Tremco”), and the other Foreign Borrowers from time to time a party hereto (each of the foregoing
referred to herein as a “Borrower” and collectively referred to as the “Borrowers”), the LENDERS
(as hereinafter defined) from time to time a party hereto, PNC BANK, NATIONAL ASSOCIATION, in its
capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in
such capacity as the “Administrative Agent”), PNC Capital Markets LLC, as a joint lead arranger and
a joint bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a joint lead arranger
and a joint bookrunner, and Wells Fargo Securities, LLC as a joint lead arranger and a joint
bookrunner, Bank of America, N.A., as a co-syndication agent, Wells Fargo Bank, National
Association, as a co-syndication agent, The Bank of Nova Scotia, as a co-documentation agent, and
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a co-documentation agent.



     The Borrowers have requested the Lenders to provide a revolving credit facility to the
Borrowers in an aggregate principal amount not to exceed $400,000,000. In consideration of their
mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:



1. CERTAIN DEFINITIONS




     1.1 Certain Definitions. In addition to words and terms defined elsewhere in this
Agreement, the following words and terms shall have the following meanings, respectively, unless
the context hereof clearly requires otherwise:



          Acceptable Insurer shall mean an insurance company that (i) is a Captive Insurance
Company, (ii) has an A.M. Best rating of “A-” or better and being in a financial size





 









 







category of X or larger (as such category is defined as of the date hereof) or (iii) is
otherwise acceptable to the Required Lenders.




          Administrative Agent shall mean PNC Bank, National Association, and its successors and
assigns.




          Administrative Agent’s Fee shall have the meaning specified in Section 10.9
[Administrative Agent’s Fee].




          Administrative Agent’s Letter shall have the meaning specified in Section 10.9
[Administrative Agent’s Fee].




          Affiliate as to any Person shall mean any other Person (i) which directly or
indirectly controls, is controlled by, or is under common control with such Person, (ii) which
beneficially owns or holds 5% or more of any class of the voting or other equity interests of such
Person, or (iii) 5% or more of any class of voting interests or other equity interests of which is
beneficially owned or held, directly or indirectly, by such Person.




          Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering,
including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the
Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of
Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed,
extended, or replaced).




          Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on
the then in effect Debt Rating and corresponding Tier Level according to the pricing grid on
Schedule 1.1(A) below the heading “Standby Letter of Credit Fee” or “Commercial Letter of
Credit Fee”, as applicable.




          Applicable Margin shall mean, as applicable:




          (A) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans
under the Base Rate Option based on the Debt Rating then in effect according to the pricing grid on
Schedule 1.1(A) below the heading “ Base Rate Spread”, or




          (B) the percentage spread to be added to the Euro-Rate applicable to Revolving Credit Loans
under the Euro-Rate Option based on the Debt Rating then in effect according to the pricing grid on
Schedule 1.1(A) below the heading “Revolving Credit Euro-Rate Spread”.




          Any change to the Debt Rating of the Company will immediately change the Applicable Margin as
set forth above, effective on the date of such change in the Debt Rating.




          Approved Fund shall mean any fund that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of business and
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.







2









 








          Arrangers shall collectively mean PNC Capital Markets LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Wells Fargo Securities, LLC




          Assignment and Assumption Agreement shall mean an assignment and assumption agreement
entered into by a Lender and an assignee permitted under Section 12.8 [Successors and Assigns], in
substantially the form of Exhibit 1.1(A).




          Authorized Officer shall mean, with respect to any Borrower or the Company, as
applicable, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant
Treasurer of such Borrower or such other individuals, designated by written notice to the
Administrative Agent from such Borrower, authorized to execute notices, reports and other documents
on behalf of such Borrower required hereunder. The Borrowers may amend such list of individuals
from time to time by giving written notice of such amendment to the Administrative Agent.




          Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to
the highest of (a) the Federal Funds Open Rate, plus fifty basis points (0.5%), and (b) the
Prime Rate, and (c) the Daily Euro-Rate, plus one hundred basis points (1.0%). Any change
in the Base Rate (or any component thereof) shall take effect at the opening of business on the day
such change occurs.




          Base Rate Option shall mean the option of the Borrowers to have Loans bear interest at
the rate and under the terms set forth in Section 4.1.1(i) [Revolving Credit Base Rate Option].




          Benefited Creditors shall mean, with respect to the Company’s obligations pursuant to
Section 11, collectively, the Administrative Agent, the Arrangers, the Lenders, the Issuing Lender
and PNC, as the Swing Loan lender, and the respective successors and assigns of each of the
foregoing.




          Borrower Joinder shall mean a joinder by a Person as a Borrower under this Agreement
and the other Loan Documents in substantially the form of Exhibit 1.1(B).




          Borrowers shall mean the Company, RPM Lux, RPOW-UK, RPM-Europe, RPM Canada, Tremco
illbruck, RPM Canada Company, Tremco, and the other Foreign Borrowers and any other Domestic
Borrowers (and the successors and assigns of each of the foregoing to the extent permitted under
this Agreement).




          Borrowing Date shall mean, with respect to any Loan, the date for the making thereof
or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which
shall be a Business Day.




          Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i)
any Loans to which a Euro-Rate Option applies which become subject to the same Interest Rate Option
under the same Loan Request by the Borrowers and which have the same Interest Period shall
constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.







3









 








          Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on
which commercial banks are authorized or required to be closed for business in Pittsburgh,
Pennsylvania and if the applicable Business Day relates to any Loan to which the Euro-Rate Option
applies, such day must also be a day on which dealings are carried on in the London interbank
market.




          Canadian Borrower shall mean any Borrower incorporated or otherwise organized under
the laws of Canada or any province or territory thereof.




          Capital Lease Obligations shall mean, as to any Person, the obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real
and/or personal property to the extent such obligations are required to be classified and accounted
for as a capital lease on a balance sheet of such Person under GAAP (including Statement of
Financial Accounting Standards No. 13 of the Financing Accounting Standards Board) and, for
purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof,
determined in accordance with GAAP (including such Statement No. 13).




          Captive Insurance Company shall mean any of First Continental Services Company or RSIF
International Limited, each of which are wholly-owned (directly or indirectly) Subsidiaries of the
Company, or any other captive insurance company that is a wholly-owned (directly or indirectly)
Subsidiary of the Company.




          Cash Collateralize shall mean to pledge and deposit with or deliver to Administrative
Agent, for the benefit of each Issuing Lender and the Lenders, as collateral for the Letter of
Credit Obligations, cash or deposit account balances pursuant to documentation satisfactory to
Administrative Agent and each Issuing Lender (which documents are hereby consented to by the
Lenders). Such cash collateral shall be maintained in blocked, non-interest bearing deposit
accounts at the Administrative Agent




          Cash Management Agreements shall have the meaning specified in Section 2.5.6 [Swing
Loans under Cash Management Agreements].




          CERCLA shall mean the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended from time to time, and regulations promulgated thereunder.




          Change in Law shall mean the occurrence, after the date of this Agreement, of any of
the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the
administration, interpretation or application thereof by any Official Body or (c) the making or
issuance of any request, guideline or directive (whether or not having the force of Law) by any
Official Body.




          Closing Date shall mean January 5, 2011.




          Co-Documentation Agents shall collectively mean The Bank of Nova Scotia and The Bank
of Tokyo-Mitsubishi UFJ, Ltd.







4









 








          Co-Syndication Agents shall collectively mean Bank of America, N.A. and Wells Fargo
Bank, National Association.




          Code shall mean the Internal Revenue Code of 1986, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and the rules and
regulations thereunder, as from time to time in effect.




          Commercial Letter of Credit shall mean a commercial letter of credit issued in respect
of the purchase of goods or services in the ordinary course of business.




          Commitment shall mean as to any Lender the aggregate of its Revolving Credit
Commitment and, in the case of PNC, its Swing Loan Commitment, and Commitments shall mean
the aggregate of the Revolving Credit Commitments and Swing Loan Commitment of all of the Lenders.




          Compliance Certificate shall have the meaning specified in Section 8.3.3 [Certificate
of the Company].




          Computation Date shall have the meaning specified in Section 2.9.1 [Periodic
Computations of Dollar Equivalent amounts of Revolving Credit Loans and Letters of Credit
Outstanding; Repayment in Same Currency].




          Consolidated Subsidiaries shall mean the Subsidiaries of the Company other than the
Excluded Subsidiaries.




          Daily Euro-Rate shall mean, for any day, the rate per annum determined by the
Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the
Euro-Rate Reserve Percentage on such day.




          Debt Rating shall mean the Company’s debt ratings accorded to the Company’s senior
unsecured long-term debt by Standard & Poor’s, Moody’s and Fitch, which ratings shall be used to
determine the margin set forth on the pricing grid on Schedule 1.1(A). If the Company is
split-rated by the rating agencies, then Debt Rating shall mean the highest rating assigned by the
aforementioned rating agencies; provided that, in the case that the ratings assigned by the rating
agencies differ by two or more rating tiers, then the pricing set forth on Schedule 1.1(A)
shall be based upon the tier which is one level below the tier corresponding to the highest rating
assigned by the rating agencies.




          Defaulting Lender shall mean any Lender that, as determined by the Administrative
Agent in its reasonable discretion, (a) has failed to fund any portion of the Loans, participations
with respect to Letters of Credit, or participations in Swing Line Loans required to be funded by
it hereunder within two (2) Business Days of the date required to be funded by it hereunder unless
such failure has been cured and all interest accruing as a result of such failure has been fully
paid in accordance with the terms hereof, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within two (2) Business Days of the date when due, unless the subject of a good faith dispute or
unless such failure has been cured and all interest accruing as a result of such failure has been
fully paid in accordance with the terms hereof, (c) has failed at any time to comply with






5









 








the provisions of Section 5.3 [Sharing of Payments by Lenders] with respect to purchasing
participations from the other Lenders, whereby such Lender’s share of any payment received, whether
by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all
of the Lenders, (d) has since the date of this Agreement been deemed insolvent by an Official Body
or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding, or
has a parent company that since the date of this Agreement been deemed insolvent by an Official
Body or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding,
(e) has notified the Administrative Agent in writing that it does not intend to comply with any of
its funding obligations under this Agreement or (f) has failed within three (3) Business Days after
request by the Administrative Agent to confirm that it will comply with the terms of this Agreement
relating to its obligations to fund prospective Loans and participations in Letters of Credit and
Swing Line Loans; provided that a Lender shall no longer be a Defaulting Lender if it no longer
meets the requirements of a Defaulting Lender pursuant to this definition, as determined by the
Administrative Agent in its reasonable discretion.




          Disclosure Documents shall mean the Company’s annual report on Form 10-K for the
fiscal year ended May 31, 2010 and quarterly report on Form 10-Q for the quarterly period ended
August 31, 2010, in each case as filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.




          Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the
United States of America.




          Dollar Equivalent shall mean, with respect to any amount of any currency, as of any
Computation Date, the Equivalent Amount of such currency expressed in Dollars.




          Domestic Borrowers shall mean the Borrowers which are organized under the laws of the
United States of America, any State thereof or the District of Columbia.




          Drawing Date shall have the meaning specified in Section 2.8.3 [Disbursements,
Reimbursement].




          EBITDA shall mean for any period of four consecutive fiscal quarters, determined on a
consolidated basis for the Company and its Consolidated Subsidiaries, (i) the sum of (A) net income
of the Company and its Consolidated Subsidiaries (calculated before provision for income taxes,
Interest Expense, extraordinary items, non-recurring gains or losses in connection with asset
dispositions, income attributable to equity in affiliates, all amounts attributable to depreciation
and amortization and non-cash charges associated with asbestos liabilities) for such period, (B)
all non-cash charges related to the writedown or impairment of goodwill and other intangibles for
such period, (C) non-cash charges related to or resulting from the bankruptcy filing of any
Excluded Subsidiary for such period, (D) non-recurring expenses related to the acquisition of all
or substantially all of the assets or capital stock (including by merger or amalgamation) of
another Person (or, in the case of assets, of a business unit of a Person), not to exceed
$10,000,000 in the aggregate for such period of four consecutive
fiscal quarters, plus (E)
non-cash charges in addition to those provided for in clauses (B) and (C) above, up to an aggregate
amount of not more than $25,000,000 incurred in such period, minus (ii) the sum of






6









 







(A) cash payments made by the Company or any of its Consolidated Subsidiaries in respect of
asbestos liabilities, for those payments which have not already been expensed in cash in the
ordinary course of business (which liabilities include, without limitation, defense costs and
indemnification liabilities incurred in connection with asbestos liabilities) during such period,
and (B) non-cash gains for such period.




          Environmental Laws shall mean all applicable federal, state, local, tribal,
territorial and foreign Laws (including common law), constitutions, statutes, treaties,
regulations, rules, ordinances and codes and any consent decrees, settlement agreements, judgments,
orders, directives, policies or programs issued by or entered into with an Official Body pertaining
or relating to: (i) pollution or pollution control; (ii) protection of human health from exposure
to regulated substances; (iii) protection of the environment and/or natural resources; (iv)
employee safety in the workplace; (v) the presence, use, management, generation, manufacture,
processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale,
transport, storage, collection, distribution, disposal or release or threat of release of regulated
substances; (vi) the presence of contamination; (vii) the protection of endangered or threatened
species; and (viii) the protection of environmentally sensitive areas.




          Environmental Liabilities shall mean all liabilities in connection with or relating to
the business, assets, presently or previously owned or leased property, activities (including,
without limitation, off-site disposal) or operations of the Company and each Consolidated
Subsidiary, whether vested or unvested, contingent or fixed, actual or potential, known or unknown,
which arise under or relate to matters covered by Environmental Laws.




          Equivalent Amount shall mean, at any time, as determined by Administrative Agent
(which determination shall be conclusive absent manifest error), with respect to an amount of any
currency (the “Reference Currency”) which is to be computed as an equivalent amount of another
currency (the “Equivalent Currency”), the amount of such Equivalent Currency converted from such
Reference Currency at Administrative Agent’s spot selling rate (based on the market rates then
prevailing and available to Administrative Agent) for the sale of such Equivalent Currency for such
Reference Currency at a time determined by Administrative Agent on the second Business Day
immediately preceding the event for which such calculation is made.




          Equivalent Currency shall have the meaning specified in the definition of Equivalent
Amount.




          ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may
be amended or supplemented from time to time, and any successor statute of similar import, and the
rules and regulations thereunder, as from time to time in effect.




          ERISA Affiliate shall mean, at any time, any trade or business (whether or not
incorporated) under common control with the Borrowers and are treated as a single employer under
Section 414 of the Code.




          ERISA Event shall mean (a) a reportable event (under Section 4043 of ERISA and
regulations thereunder) with respect to a Pension Plan; (b) a withdrawal by Borrowers or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in






7









 







which it 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 any 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 Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) an 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 or Multiemployer
Plan; or (f) 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 Borrowers or any ERISA Affiliate.




          ERISA Group shall mean, at any time, the Borrowers and all members of a controlled
group of corporations and all trades or businesses (whether or not incorporated) under common
control and all other entities which, together with the Borrowers, are treated as a single employer
under Section 414 of the Internal Revenue Code.




          Euro shall refer to the lawful currency of the Participating Member States.




          European Interbank Market shall mean the European interbank market for Euro operating
in Participating Member States.




          Euro-Rate shall mean the following:




          (a) with respect to Dollar Loans comprising any Borrowing Tranche to which the Euro-Rate
Option applies for any Interest Period, the interest rate per annum determined by the
Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the
nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such
other substitute Bloomberg page that displays rates at which Dollar deposits are offered by leading
banks in the London interbank deposit market), or the rate which is quoted by another source
selected by the Administrative Agent which has been approved by the British Bankers’ Association as
an authorized information vendor for the purpose of displaying rates at which US Dollar deposits
are offered by leading banks in the London interbank deposit market (for purposes hereof, an
“Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period as the London interbank offered rate for Dollars for an amount
comparable to the principal amount of such Borrowing Tranche and having a borrowing date and a
maturity comparable to such Interest Period (or if there shall at any time, for any reason, no
longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable
replacement rate determined by the Administrative Agent at such time (which determination shall be
conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage. The Euro-Rate with respect to Dollar Loans may also be expressed by the following
formula:




	 	 	 	 	 	 	 

	 

	 	Euro-Rate =
	 	London interbank offered rate quoted by

Bloomberg or appropriate successor as shown on

Bloomberg Page BBAM1	 	 
	 

	 	 	 	1.00 — Euro-Rate Reserve Percentage	 	 






8









 






          The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies
that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of
such effective date. The Administrative Agent shall give prompt notice to the Company on behalf of
the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error.




          (b) with respect to Optional Currency Loans in currency other than Euro comprising any
Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate
per annum determined by Administrative Agent by dividing (i) the rate which appears on the
Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which
deposits in the relevant Optional Currency are offered by leading banks in the Relevant Interbank
Market), or the rate which is quoted by an Alternate Source, at approximately 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant
Interbank Market offered rate for deposits in the relevant Optional Currency for an amount
comparable to the principal amount of such Borrowing Tranche and having a borrowing date and a
maturity comparable to such Interest Period (or if there shall at any time, for any reason, no
longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable
replacement rate determined by the Administrative Agent at such time (which determination shall be
conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage. Such Euro-Rate may also be expressed by the following formula:




	 	 	 	 	 	 	 

	 

	 	Euro-Rate =
	 	Relevant Interbank Market offered rate quoted by

Bloomberg or appropriate successor as shown on

Bloomberg Page BBAM1	 	 
	 

	 	 	 	1.00 — Euro-Rate Reserve Percentage	 	 






          The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies
that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of
such effective date. The Administrative Agent shall give prompt notice to the Company on behalf of
the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error. The Euro-Rate for any Loans shall be
based upon the Euro-Rate for the currency in which such Loans are requested.




          (c) with respect to Optional Currency Loans denominated in Euro comprising any Borrowing
Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum
determined by Administrative Agent by dividing (i) the rate which appears on the Bloomberg Page
BBAM1 (or on such other substitute Bloomberg page that displays rates at which deposits in Euro are
offered by leading banks in the Relevant Interbank Market) or the rate which is quoted by an
Alternate Source, at approximately 11:00 a.m., Brussels time, two (2) Business Days prior to the
commencement of such Interest Period as the Relevant Interbank Market offered rate for deposits in
Euro for an amount comparable to the principal amount of such Borrowing Tranche and having a
borrowing date and a maturity comparable to such Interest Period (or if there shall at any time,
for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate
Source, a comparable replacement rate determined by the Administrative Agent at such time (which
determination






9









 







shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the
Euro-Rate Reserve Percentage. Such Euro-Rate may also be expressed by the following formula:




	 	 	 	 	 	 	 

	 

	 	Euro-Rate =
	 	London interbank offered rate quoted by

Bloomberg or appropriate successor as shown on

Bloomberg Page BBAM1	 	 
	 

	 	 	 	1.00 — Euro-Rate Reserve Percentage	 	 






          The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies
that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of
such effective date. The Administrative Agent shall give prompt notice to the Company on behalf of
the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error. The Euro-Rate for any Loans shall be
based upon the Euro-Rate for the currency in which such Loans are requested.




          Euro-Rate Option shall mean the option of the Borrowers to have Loans bear interest at
the rate and under the terms and conditions set forth in Section 4.1.1(ii).




          Euro-Rate Reserve Percentage shall mean as of any day the maximum percentage in effect
on such day, (i) as prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including supplemental, marginal and emergency
reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency
Liabilities”); and (ii) to be maintained by a Lender as required for reserve liquidity, special
deposit, or similar purpose by any governmental or monetary authority of any country or political
subdivision thereof (including any central bank), against (A) any category of liabilities that
includes deposits by reference to which a Euro-Rate is to be determined, or (B) any category of
extension of credit or other assets that includes Loans or Borrowing Tranches to which a Euro-Rate
applies.




          Event of Default shall mean any of the events described in Section 9.1 [Events of
Default] and referred to therein as an “Event of Default.”




          Excluded Subsidiaries shall mean Specialty Products Holding Corp. and Bondex
International, Inc. and each of their respective Subsidiaries so long in each case as such entities
are deconsolidated from results of the Company.




          Excluded Taxes shall mean, with respect to the Administrative Agent, any Lender, the
Issuing Lender or any other recipient of any payment to be made by or on account of any obligation
of any Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however
denominated), franchise Taxes imposed on it (in lieu of net income taxes) or capital Taxes imposed
on (or measured by) its taxable capital, in each case by the jurisdiction (or any political
subdivision thereof) under the Laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending office is located,
(b) any branch profits Taxes imposed by the United States of America or any similar tax imposed by
any other jurisdiction in which any Borrower is located (c) in the case of a Foreign Lender, any
withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new lending






10









 







office) or is attributable to such Foreign Lender’s failure or inability (other than as a
result of a Change in Law) to comply with Section 5.9.5 [Status of Lenders], except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the Borrowers with respect
to such withholding tax pursuant to Section 5.9.1 [Payments Free of Taxes], and (d) in the case of
a Foreign Lender (other than an Assignee pursuant to a request by the Company under Section 5.6.2
[Replacement of a Lender]), any United States federal withholding Taxes resulting from FATCA (other
than as a result of a Change in Law), except to the extent imposed as a result of the Company not
providing to the IRS the required documentation, certifications, or information prescribed by
applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) or to the
Administrative Agent such documentation, certifications, or information reasonably requested by the
Administrative Agent.




          Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed,
extended, amended or replaced.




          Expiration Date shall mean, with respect to the Revolving Credit Commitments, the
earlier of January 5, 2015, or the date the Revolving Credit Commitments are terminated or
accelerated hereunder.




          Facility Fee shall mean the fees referred to in Sections 2.3 [Facility Fee].




          “FATCA” shall mean Sections 1471 through 1474 of the Code or any amendment or
successor to any such Section, or any regulation or official interpretation thereof issued with
respect thereto, so long as such amendment, successor, regulation, or interpretation is
substantially similar to, the reporting or withholding obligations of Sections 1471 through 1474 of
the Code as of the date of this Agreement with respect to payments to foreign entities that have
dealings with United States Person or that are significantly owned by United States Persons.




          Federal Funds Effective Rate for any day shall mean the rate per annum (based on a
year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced
by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted
average of the rates on overnight federal funds transactions arranged by federal funds brokers on
the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor)
in substantially the same manner as such Federal Reserve Bank computes and announces the weighted
average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement;
provided, if such Federal Reserve Bank (or its successor) does not announce such rate on
any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate
for the last day on which such rate was announced.




          Federal Funds Open Rate for any day shall mean the rate per annum (based on a year of
360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP
North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day
opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate),
or as set forth on such other recognized electronic source used for the purpose of displaying such
rate as selected by the Administrative Agent (for purposes of this






11









 







definition, an “Alternate Source”) (or if such rate for such day does not appear on the
Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at
any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any
Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time
(which determination shall be conclusive absent manifest error); provided however, that if such day
is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the
immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of
interest with respect to any advance to which the Federal Funds Open Rate applies will change
automatically without notice to the Borrowers, effective on the date of any such change.




          Fitch shall mean Fitch Investors Service Inc. and its successors.




          Foreign Borrowers shall mean the Borrowers organized under the laws of a jurisdiction
outside the United States of America, any State thereof or the District of Columbia.




          Foreign Lender shall mean any Lender that is organized under the Laws of a
jurisdiction other than that in which any Borrower is resident for tax purposes. For purposes of
this definition, the United States of America, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.




          GAAP shall mean generally accepted accounting principles as are in effect from time to
time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent
basis both as to classification of items and amounts.




          Guaranty of any Person shall mean any obligation of such Person guaranteeing or in
effect guaranteeing any liability or obligation of any other Person in any manner, whether directly
or indirectly, including any agreement to indemnify or hold harmless any other Person, any
performance bond or other suretyship arrangement and any other form of assurance against loss,
except endorsement of negotiable or other instruments for deposit or collection in the ordinary
course of business.




          Guidelines shall mean, together, (i) Guideline S-02.123 in relation to interbank loans
of September 22, 1986 (Merkblatt “Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger
Banken sind (Interbankguthaben)” vom 22. September 1986), (ii) Guideline S-02.122.1 in relation to
bonds of April 1999 (Merkblatt “Obligationen” vom April 1999), (iii) Guideline S-02.128 in relation
to syndicated credit facilities of January 2000 (Merkblatt “Steuerliche Behandlung von
Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen” vom Januar 2000) and
(iv) Guideline S-02.122.2 in relation to deposits of April 1999 (Merkblatt “Kundenguthaben” von
April 1999) in each case as issued, amended or substituted from time to time by the Swiss Federal
Tax Administration.




          Hazardous Substances shall mean any toxic, radioactive, caustic or otherwise hazardous
substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any
substance having constituted elements displaying any of the foregoing characteristics, regulated
under Environmental Laws.




          HMRC means HM Revenue & Customs.







12









 








          HMRC DT Treaty Passport scheme means the Double Taxation Treaty Passport scheme
launched by HMRC for overseas corporate lenders.




          Increasing Lender shall have the meaning assigned to such term in Section 2.1.2(i)
hereof.




          Indebtedness shall mean, as to any Person at any time (determined without
duplication): (i) indebtedness of such Person for borrowed money (whether by loan or the issuance
and sale of debt securities) or for the deferred purchase or acquisition price of property or
services, other than accounts payable incurred in the ordinary course of business; (ii) obligations
of such Person in respect of letters of credit or similar instruments issued or accepted by banks
and other financial institutions for the account of such Person (whether or not such obligations
are contingent); (iii) Capital Lease Obligations of such Person; (iv) obligations of such Person to
redeem or otherwise retire shares of capital stock of such Person; (v) indebtedness of others of
the type described in clause (i), (ii), (iii) or (iv) above secured by a Lien on the property of
such Person, whether or not the respective obligation so secured has been assumed by such Person;
and (vi) Guaranties of such Person of indebtedness of others of the type described in clause (i),
(ii), (iii) or (iv) above.




          Indemnified Taxes shall mean Taxes other than Excluded Taxes.




          Indemnitee shall have the meaning specified in Section 12.3.2 [Indemnification by the
Borrowers].




          Information shall mean all information received from the Company or any of its
Consolidated Subsidiaries relating to the Borrowers or any of such Consolidated Subsidiaries or any
of their respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to
disclosure by the Company or any of its Consolidated Subsidiaries, provided that, in the
case of information received from the Company or any of its Consolidated Subsidiaries after the
date of this Agreement, such information is clearly identified at the time of delivery as
confidential.




          Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or
proceeding with respect to such Person (i) before any court or any other Official Body under any
bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for
the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Borrower or otherwise relating to the liquidation, dissolution,
winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors,
composition, marshaling of assets for creditors, or other, similar arrangement in respect of such
Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.




          Interest Expense shall mean, for any period, the sum (determined without duplication)
of the aggregate amount of interest accruing during such period on Indebtedness of the Company and
its Consolidated Subsidiaries (on a consolidated basis), including the interest portion of payments
under Capital Lease Obligations and any capitalized interest, and excluding






13









 







amortization of debt discount and expense and any non-cash interest expense associated with
accretive type debt instruments.




          Interest Period shall mean the period of time selected by the Borrowers in connection
with (and to apply to) any election permitted hereunder by the Borrowers to have Revolving Credit
Loans bear interest under the Euro-Rate Option. Subject to the last sentence of this definition,
such period shall be one (1), two (2), three (3) or six (6) Months. Such Interest Period shall
commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date
if the Borrowers are requesting new Loans, or (ii) the date of renewal of or conversion to the
Euro-Rate Option if the Borrowers are renewing or converting to the Euro-Rate Option applicable to
outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would
otherwise end on a date which is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (B) the Borrowers shall not select,
convert to or renew an Interest Period for any portion of the Loans that would end after the
Expiration Date.




          Interest Rate Option shall mean any Euro-Rate Option or Base Rate Option.




          Investments shall have the meaning assigned to it in Section 8.2.2 [Loans and
Investments].




          IRS shall mean the Internal Revenue Service.




          Issuing Lender shall mean PNC, in its individual capacity as issuer of Letters of
Credit hereunder, and any other Lender that Borrowers, Administrative Agent and such other Lender
may agree may from time to time issue Letters of Credit hereunder.




          Law shall mean any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond,
judgment, authorization or approval, lien or award by or settlement agreement with any Official
Body.




          Lender Joinder shall mean a joinder by a lender under this Agreement and the other
Loan Documents in substantially the form of Exhibit 1.1(L).




          Lenders shall mean the financial institutions named on Schedule 1.1(B) and
their respective successors and assigns as permitted hereunder, each of which is referred to herein
as a Lender. For the purpose of any Loan Document which provides for the granting of a security
interest or other Lien to the Lenders or to the Administrative Agent for the benefit of the Lenders
as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such
Obligation is owed.




          Letter of Credit shall have the meaning specified in Section 2.8.1 [Issuance of
Letters of Credit].




          Letter of Credit Borrowing shall have the meaning specified in Section 2.8.3.3
[Disbursements, Reimbursement].







14









 








          Letter of Credit Fee shall have the meaning specified in Section 2.8.2 [Letter of
Credit Fees].




          Letter of Credit Obligation shall mean, as of any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit on such date (if any Letter of
Credit shall increase in amount automatically in the future, such aggregate amount available to be
drawn shall currently give effect to any such future increase) plus the aggregate
Reimbursement Obligations and Letter of Credit Borrowings on such date.




          Letter of Credit Sublimit shall have the meaning specified in Section 2.8.1 [Issuance
of Letters of Credit].




          Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge
or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or
involuntarily given, including any conditional sale or title retention arrangement, and any
assignment, deposit arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or not a lien or other
encumbrance is created or exists at the time of the filing).




          Liquid Investments shall mean (i) certificates of deposit maturing within 90 days of
the acquisition thereof denominated in Dollars and issued by (A) a Lender (or its parent) or (B) a
bank or trust company having combined capital and surplus of at least $500,000,000 and which has
(or which is a Subsidiary of a bank holding company which has) publicly traded debt securities
rated A- or higher by Standard & Poor’s or A3 or higher by Moody’s; (ii) obligations issued or
guaranteed by the United States of America, with maturities not more than one year after the date
of issue; (iii) commercial paper with maturities of not more than 90 days and a published rating of
not less than A-1 from Standard & Poor’s or P-1 from Moody’s; and (iv) municipal and/or corporate
bonds rated A or higher from Standard & Poor’s or higher from Moody’s.




          Loan Documents shall mean this Agreement, the Administrative Agent’s Letter, the
Notes, any Borrower Joinder, any Cash Management Agreements, any documents entered into with
respect to a Letter of Credit and any other instruments, certificates or documents delivered in
connection herewith or therewith.




          Loan Request shall have the meaning specified in Section 2.4 [Revolving Credit Loan
Requests; Swing Loan Requests].




          Loans shall mean collectively and Loan shall mean separately all Revolving
Credit Loans and Swing Loans or any Revolving Credit Loan or Swing Loan.




          Material Adverse Effect shall mean (i) a material adverse effect on the condition
(financial or otherwise), results of operations, properties, assets, liabilities (including,
without limitation, tax and ERISA liabilities and Environmental Liabilities), business, operations,
capitalization, shareholders’ equity, or franchises of the Company and its Consolidated
Subsidiaries, taken as a whole; or (ii) a material adverse effect on the ability of the Company to
perform its obligations under this Agreement.







15









 








          Moody’s shall mean Moody’s Investors Service, Inc. and its successors.




          Month, with respect to an Interest Period under the Euro-Rate Option, shall mean the
interval between the days in consecutive calendar months numerically corresponding to the first day
of such Interest Period. If any Euro-Rate Interest Period begins on a day of a calendar month for
which there is no numerically corresponding day in the month in which such Interest Period is to
end, the final month of such Interest Period shall be deemed to end on the last Business Day of
such final month.




          Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer
plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrowers or any member of
the ERISA Group is then making or accruing an obligation to make contributions or, within the
preceding five Plan years, has made or had an obligation to make such contributions.




          Netherlands Borrower shall mean any Borrower incorporated or otherwise organized under
the laws of the Netherlands.




          New Lender shall have the meaning assigned to such term in Section 2.1.2(i) hereof.




          Non-Consenting Lender shall have the meaning specified in Section 12.1 [Modifications,
Amendments or Waivers].




          Notes shall mean, collectively, the promissory notes in the form of Exhibit
1.1(N)(1) evidencing the Revolving Credit Loans, in the form of Exhibit 1.1(N)(2)
evidencing the Swing Loan.




          Obligation shall mean any obligation or liability of any of the Borrowers, howsoever
created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due, under or in connection with this Agreement, the Notes, the
Letters of Credit, the Administrative Agent’s Letter or any other Loan Document whether to the
Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under
such Loan Documents.




          Official Body shall mean the government of the United States of America 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 supra-national bodies such as the European Union or the European Central
Bank).




          Optional Currency shall mean the following lawful currencies: Canadian dollars,
British pounds sterling, the Euro, Australian dollars, New Zealand dollars, Japanese yen, Swiss
francs, and any other currency approved by Administrative Agent and all of the Lenders pursuant to
Section 2.9.5 [Requests for Additional Optional Currencies]. Subject to Section 2.9.4 [European
Monetary Union], each Optional Currency must be the lawful currency of the specified country.







16









 








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




          Overnight Rate shall mean for any day with respect to any Loans in an Optional
Currency, the rate of interest per annum as determined by the Administrative Agent at which
overnight deposits in such currency, in an amount approximately equal to the amount with respect to
which such rate is being determined, would be offered for such day in the Relevant Interbank
Market.




          Participant has the meaning specified in Section 12.8.4 [Participations].




          Participating Member State shall mean any member State of the European Communities
that adopts or has adopted the euro as its lawful currency in accordance with legislation of the
European Community relating to Economic and Monetary Union.




          Participation Advance shall have the meaning specified in Section 2.8.3
[Disbursements, Reimbursement].




          Payment Date shall mean the first day of each calendar quarter after the date hereof
and on the Expiration Date or upon acceleration of the Notes.




          Payment In Full shall mean the indefeasible payment in full in cash of the Loans and
other Obligations hereunder, termination of the Commitments and expiration or termination of all
Letters of Credit or cash collateralization of all Letters of Credit.




          PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA or any successor.




          Pension Plan shall mean any “employee pension benefit plan” (as such term is defined
in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or
any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times
during the immediately preceding five plan years.




          Permitted Liens shall mean:




          (i) Liens existing on the Closing Date and securing Indebtedness in an aggregate principal
amount not exceeding $15,000,000;




          (ii) Liens existing on other assets at the date of acquisition thereof or which attach to such
assets concurrently with or within 90 days after the acquisition thereof, securing Indebtedness
incurred to finance the acquisition thereof in an aggregate principal amount at any time
outstanding not exceeding $35,000,000;





17









 








          (iii) any Lien existing on any asset of any corporation at the time such corporation becomes a
Consolidated Subsidiary of the Company or is merged or consolidated with or into the Company or one
of its Consolidated Subsidiaries and not created in contemplation of such event;




          (iv) any Lien arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any Lien permitted by any of the foregoing clauses of this definition,
provided that such Indebtedness is not increased and is not secured by any additional assets;




          (v) other Liens arising in the ordinary course of the business of the Company or such
Consolidated Subsidiary which are not incurred in connection with the borrowing of money or the
obtaining of advances or credit, do not secure any obligation in an amount exceeding $25,000,000 in
the aggregate and do not materially detract from the value of its property or assets or materially
impair the use thereof in the operation of its business;




          (vi) Liens not otherwise permitted by the foregoing clauses of this definition securing
Indebtedness in an aggregate principal or face amount at any date not to exceed $40,000,000;




          (vii) Liens incurred pursuant to receivables securitizations and related assignments and sales
of any income or revenues (including Receivables), including Liens on the assets of any Receivables
Subsidiary created pursuant to any receivables securitization and Liens granted by the Company and
its other Consolidated Subsidiaries on Receivables in connection with the transfer thereof, or to
secure obligations owing by them, in respect of any such receivables securitization; provided that
the aggregate principal amount of the investments and claims held at any time by all purchasers,
assignees or other transferees of (or of interests in) Receivables from any Receivables Subsidiary,
and other rights to payment held by such Persons, in all receivables securitizations shall not
exceed $250,000,000;




          (ix) Liens imposed by any Official Body for Taxes (a) not yet due and delinquent or (b) which
are being contested in good faith and by appropriate proceedings and, during such period during
which amounts are being so contested, such Liens shall not be executed on or enforced against any
of the assets of any Borrower, provided that such Borrower shall have set aside on its books
reserves deemed adequate therefor and not resulting in qualification by auditors;




          (x) carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction and other
like Liens arising by operation of applicable Law, arising in the ordinary course of business and
securing amounts: (a) which are not overdue for a period of more than 30 days, or (b) which are
being contested in good faith and by appropriate proceedings and, during such period during which
amounts are being so contested, such Liens shall not be executed on or enforced against any of the
assets of any Borrower, provided that such Borrower shall have set aside on its books reserves
deemed adequate therefor and not resulting in qualification by auditors;







18









 








          (xi) statutory Liens incurred, or pledges or deposits made, under worker’s compensation,
employment insurance and other social security legislation; and




          (xii) undetermined or inchoate Liens and charges arising or potentially arising under
statutory provisions which have not at the time been filed or registered in accordance with
applicable Law or of which written notice has not been duly given in accordance with applicable Law
or which although filed or registered, relate to obligations not due or delinquent.




          Permitted Non-Qualifying Lender shall mean, as determined with respect to Swiss
Borrowers, any bank, financial institution, trust, fund or other entity that is regularly engaged
in or established for the purpose of making, purchasing or investing in loans, securities or other
financial assets, that:





	 	(a)	 	is not a Qualifying Bank; and
	 
	 	(b)	 	by its accession to this Agreement as an additional Lender does
not increase the number of Lenders that are not Qualifying Banks under this
Agreement to a number that is greater than 10;




and which has not ceased to be a Lender or ceased to have any interest in any rights of a Lender
hereunder, e.g. through a participation and/or a subparticipation.




          Person shall mean any individual, corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated organization, joint venture, government or
political subdivision or agency thereof, or any other entity.




          Plan shall mean at any time an employee pension benefit plan (including a Multiple
Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to
the minimum funding standards under Section 412 of the Code and either (i) is maintained by any
member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time
within the preceding five years been maintained by any entity which was at such time a member of
the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.




          PNC shall mean PNC Bank, National Association, its successors and assigns.




          Post-Default Rate shall mean a rate per annum equal to the sum of 2% per annum from
the time such Obligation becomes due and payable and until it is paid in full, plus the higher of
(i) the rate of interest applicable under the Revolving Credit Base Rate Option and (ii) the rate
of interest (if any) otherwise applicable to such Loan.




          Potential Default shall mean any event or condition which with notice or passage of
time, or both, would constitute an Event of Default.




          Prime Rate shall mean the interest rate per annum announced from time to time by the
Administrative Agent at its Principal Office as its then prime rate, which rate may not be the
lowest or most favorable rate then being charged commercial borrowers or others by the






19









 







Administrative Agent. Any change in the Prime Rate shall take effect at the opening of
business on the day such change is announced.




          Principal Office shall mean the main banking office of the Administrative Agent in
Pittsburgh, Pennsylvania.




          Professional Market Party shall mean a “professional market party” (professionele
marktpartij) within the meaning of the Dutch Act on Financial Supervision (Wet op het financieel
toezicht) and any regulations promulgated thereunder as amended or replaced from time to time.




          Published Rate shall mean the rate of interest published each Business Day in The Wall
Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for
a one month period (or, if no such rate is published therein for any reason, then the Published
Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London
interbank deposit market for a one month period as published in another publication selected by the
Administrative Agent).




          Qualifying Bank shall mean, with respect to Swiss Borrowers, any Person which is
recognized as a bank by the banking laws in force in its country of incorporation, or if acting
through a branch by the banking laws in force in the country of that branch, and which exercises as
its main purpose a true banking activity, having bank personnel, premises, communication devices of
its own and the authority of decision-making and has a genuine banking activity, in each case as
per the Guidelines.




          Ratable Share shall mean the proportion that a Lender’s Commitment (excluding the
Swing Loan Commitment) bears to the Commitments (excluding the Swing Loan Commitment) of all of the
Lenders. If the Commitments have terminated or expired, the Ratable Shares shall be determined
based upon the Commitments (excluding the Swing Loan Commitment) most recently in effect, giving
effect to any assignments.




          Receivables shall mean all accounts receivable of the Company or any of its
Consolidated Subsidiaries (including any thereof constituting or evidenced by accounts, chattel
paper, instruments or general intangibles), and rights (contractual and other) and collateral
related thereto and all proceeds thereof.




          Receivables Subsidiary shall mean any special purpose, bankruptcy remote Consolidated
Subsidiary of the Company that acquires, on a revolving or evergreen basis, Receivables generated
by the Company or any of its Consolidated Subsidiaries and that engages in no operations or
activities other than those related to receivables securitizations.




          Reference Currency shall have the meaning specified in the definition of Equivalent
Amount.




          Reimbursement Obligation shall have the meaning specified in Section 2.8.3.1
[Disbursements, Reimbursement].







20









 








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




          Release shall mean any discharge, emission or release, including a “RELEASE” as
defined in CERCLA at 42 U.S.C. Section 9601(22). The term “Released” shall have a corresponding
meaning.




          Relevant Interbank Market shall mean in relation to Euro, the European Interbank
Market, and, in relation to any other currency, the London interbank market.




          Relief
Proceeding shall mean, with respect to any Person, any proceeding seeking a
decree or order for relief in respect of such Person in a voluntary or involuntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect,
or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator,
conservator (or similar official) of such Person for any substantial part of its property, or for
the winding-up or liquidation of its affairs, or an assignment for the benefit of its creditors.




          Required Lenders shall mean Lenders (other than any Defaulting Lender) having more
than 50% of the sum of the aggregate amount of the Revolving Credit Commitments of the Lenders
(excluding any Defaulting Lender) or, after the termination of the Revolving Credit Commitments,
the outstanding Revolving Credit Loans and Ratable Share of Letter of Credit Obligations of the
Lenders (excluding any Defaulting Lender).




          Required Share shall have the meaning assigned to such term in Section 5.11
[Settlement Date Procedures].




          Revolving Credit Commitment shall mean, as to any Lender at any time, the amount
initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of
Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified and
Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all
of the Lenders.




          Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall
mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or one
of the Lenders to the Borrowers pursuant to Section 2.1 [Revolving Credit Commitments] or 2.8.3
[Disbursements, Reimbursement].




          Revolving Facility Usage shall mean at any time the sum of the outstanding Revolving
Credit Loans, the outstanding Swing Loans, and the Letter of Credit Obligations.




          Senior Officer shall mean the chief executive officer, president, chief financial
officer, chief operating officer or treasurer of the Company.




          Settlement Date shall mean the Business Day on which the Administrative Agent elects
to effect settlement pursuant Section 5.11 [Settlement Date Procedures].





21











 





          Significant Subsidiary shall mean at any time any Subsidiary of the Company, except
Subsidiaries of the Company which, if aggregated and considered as a single Subsidiary at the time
of occurrence with respect to such Subsidiaries of any event or condition of the kind described in
Section 9.1.11 [Relief Proceedings] or Section 9.1.7 [Inability to Pay Debts] would not meet the
definition of a “significant subsidiary” contained as of the date hereof in Regulation S-X of the
Securities and Exchange Commission; provided that for purposes of Section 8.1.1 [Preservation of
Existence, Etc.] only, “Significant Subsidiary” shall mean at any time any Subsidiary which would
meet the definition of a “significant subsidiary” contained as of the date hereof in Regulation S-X
of the Securities and Exchange Commission; provided however Significant Subsidiary shall
specifically exclude Excluded Subsidiaries.



          Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.



          Statements shall have the meaning specified in Section 6.1.8(b)(i)
[Information].



          Subsidiary of any Person at any time shall mean any corporation, trust, partnership,
any limited liability company or other business entity (i) of which more than 50% of the
outstanding voting securities or other interests normally entitled to vote for the election of one
or more directors or trustees (regardless of any contingency which does or may suspend or dilute
the voting rights) is at such time owned directly or indirectly by such Person or one or more of
such Person’s Subsidiaries, or (ii) which is controlled or capable of being controlled by such
Person or one or more of such Person’s Subsidiaries.



          Swing Loan Commitment shall mean PNC’s commitment to make Swing Loans to the Borrowers
pursuant to Section 2.1.4 [Swing Loan Commitment] hereof in an aggregate principal amount up to
$35,000,000.



          Swing Loan Lender shall mean PNC, in its capacity as Lender of Swing Loans pursuant to
the Swing Loan Commitment.



          Swing Loan Note shall mean the Swing Loan Note of the Borrowers in the form of
Exhibit 1.1(N)(2) evidencing the Swing Loans, together with all amendments, extensions,
renewals, replacements, refinancings or refundings thereof in whole or in part.



          Swing Loan Request shall mean a request for Swing Loans made in accordance with
Section 2.4.2 [Swing Loan Requests] hereof.



          Swing Loan Sublimit shall have the meaning assigned to such term in Section 2.1.4.1
[Swing Loans Generally].



          Swing Loans shall mean collectively and Swing Loan shall mean separately all
Swing Loans or any Swing Loan made by PNC to the Borrowers pursuant to Section 2.1.4 [Swing Loan
Commitment] hereof.



          Swiss Bank Rules shall mean together the Swiss Ten Non-Bank Rule and the Swiss Twenty
Non-Bank Rule.



22









 





          Swiss Borrowers shall mean all Borrowers incorporated or otherwise organized under the
laws of Switzerland, each of which shall be individually referred to herein as a Swiss Borrower.



          Swiss Federal Tax Administration means the Swiss federal tax administration referred
to in Article 34 of the Swiss Withholding Tax Act.



          Swiss Ten Non-Bank Rule shall mean the rule that the aggregate number of Lenders and
Participants in respect of Loans to any Swiss Borrower pursuant to this Agreement that are not
Qualifying Banks must not at any time exceed ten, all in accordance with the Guidelines.



          Swiss Tranche shall mean that portion of a Loan which can be used by a Swiss Borrower
under this Agreement.



          Swiss Twenty Non-Bank Rule shall mean the rule that the aggregate number of lenders
(including the Lenders), other than Qualifying Banks, of any Swiss Borrower under all its
outstanding debts relevant for classification as debenture (Kassenobligation) (including debt
arising under this Agreement, facilities or private placements and intragroup loans, if and to the
extent intragroup loans are not exempt in accordance with the ordinance of the Swiss Federal
Council of June 18, 2010 amending the Swiss Federal Ordinance on withholding tax and the Swiss
Federal Ordinance on stamp duties with effect as of August 1, 2010) must not at any time exceed
twenty, all in accordance with the Guidelines.



          Swiss Withholding Tax shall mean the withholding tax (“Verrechnungssteuer”) imposed by
the Swiss federal government on certain payments by Swiss residents to non-Swiss residents under
Article 4 of the Swiss Withholding Tax Act.



          Swiss Withholding Tax Act shall mean the “Bundesgesetz über die Verrechnungssteuer”
enacted into Swiss federal law.



          Taxes shall mean all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Official Body, including any
interest, additions to tax or penalties applicable thereto.



          Unpaid Drawing shall mean, with respect to any Letter of Credit, the aggregate Dollar
Equivalent Amount of the draws made on such Letter of Credit that have not been reimbursed by the
Borrowers.



          USA Patriot Act shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as
the same has been, or shall hereafter be, renewed, extended, amended or replaced.



     1.2 Construction. Unless the context of this Agreement otherwise clearly requires,
the following rules of construction shall apply to this Agreement and each of the other Loan
Documents: (i) references to the plural include the singular, the plural, the part and the whole
and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”; (ii) the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in



23









 




this Agreement or any other Loan Document refer to this Agreement or such other Loan Document
as a whole; (iii) article, Section, subSection, clause, schedule and exhibit references are to this
Agreement or other Loan Document, as the case may be, unless otherwise specified; (iv) reference to
any Person includes such Person’s successors and assigns; (v) reference to any agreement, including
this Agreement and any other Loan Document together with the schedules and exhibits hereto or
thereto, document or instrument means such agreement, document or instrument as amended, modified,
replaced, substituted for, superseded or restated; (vi) relative to the determination of any period
of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means
“through and including”; (vii) 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, (viii) Section headings herein and in
each other Loan Document are included for convenience and shall not affect the interpretation of
this Agreement or such Loan Document, and (ix) unless otherwise specified, all references herein to
times of day shall be references to Eastern Time.




     1.3 Accounting Principles. Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters and all financial statements
to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP
(including principles of consolidation where appropriate), and all accounting or financial terms
shall have the meanings ascribed to such terms by GAAP; provided, however, that all
accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the
definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning
given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a
basis consistent with those used in preparing Statements referred to in Section 6.1.8
[Information]. In the event of any change after the date hereof in GAAP, and if such change would
affect the computation of any of the financial covenants set forth in Section 8.2 [Negative
Covenants], then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to
this Agreement that would adjust such financial covenants in a manner that would preserve the
original intent thereof, but would allow compliance therewith to be determined in accordance with
the Company’s financial statements at that time,provided that, until so amended
such financial covenants shall continue to be computed in accordance with GAAP prior to such change
therein.



          2. REVOLVING CREDIT AND SWING LOAN FACILITIES




     2.1 Revolving Credit Commitments.



          2.1.1 Revolving Credit Loans. Subject to the terms and conditions hereof and relying
upon the representations and warranties herein set forth, each Lender holding any Revolving Credit
Commitment severally agrees to make Revolving Credit Loans in either Dollars or one or more
Optional Currencies to the Borrowers at any time or from time to time on or after the date hereof
to the Expiration Date; provided that after giving effect to each such Loan (i) the
aggregate Dollar Equivalent amount of Revolving Credit Loans from such Lender shall not exceed such
Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the Dollar Equivalent
amount of Letter of Credit Obligations, (ii) the aggregate Dollar Equivalent amount of Revolving
Facility Usage shall not exceed the aggregate Revolving Credit






24









 







Commitments of the Lenders and (iii) no Revolving Credit Loan to which the Base Rate Option
applies shall be made in an Optional Currency. Within such limits of time and amount and subject
to the other provisions of this Agreement, the Borrowers may borrow, repay and reborrow pursuant to
this Section 2.1.




          2.1.2 Discretionary Increase in Revolving Credit Commitments.



          
 
    (i) Increasing Lenders and New Lenders. The Borrowers may, at any time, prior to the
Expiration Date, request that (1) the current Lenders increase their Revolving Credit Commitments
(any current Lender which elects to increase its Revolving Credit Commitment shall be referred to
as an “Increasing Lender”) or (2) one or more new lenders (each a “New Lender”) join this Agreement
and provide a Revolving Credit Commitment hereunder, subject to the following terms and conditions:



          
          (a) No Obligation to Increase. No current Lender shall be obligated to increase its
Revolving Credit Commitment and any increase in the Revolving Credit Commitment by any current
Lender shall be in the sole discretion of such current Lender;



          
          (b) Defaults. There shall exist no Event of Default or, unless consented to by the
Required Lenders, Potential Default on the date of such request and/or the effective date of such
increase, either before or after giving effect to such increase;



          
          (c) Aggregate Revolving Credit Commitments. After giving effect to such increase, the
total Revolving Credit Commitments shall not exceed the lesser of (i) $500,000,000 or (ii) the sum
of (A) the total Revolving Credit Commitments as in effect on the date of such request prior to
giving effect to any requested increase, plus (B) $100,000,000 minus the amount of any
prior increase to the Revolving Credit Commitments under this Section 2.1.2;



         
           (d) Resolutions; Opinion. The Borrowers shall deliver to the Administrative Agent on
or before the effective date of such increase the following documents in a form reasonably
acceptable to the Administrative Agent: (1) certifications of their corporate secretaries (or
foreign jurisdiction equivalent) with attached resolutions certifying that the increase in the
Revolving Credit Commitment has been approved by the Borrowers, and (2) opinions of domestic and
foreign counsel (as applicable) in form satisfactory to the Administrative Agent, addressed to the
Administrative Agent and the Lenders addressing the authorization and execution of the Loan
Documents by, and enforceability of the Loan Documents against, the Borrowers;



         
           (e) Notes. The Borrowers shall execute and deliver (1) to each Increasing Lender that
shall so request a replacement revolving credit Note reflecting the new amount of such Increasing
Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior Note issued
to such Increasing Lender shall be deemed to be terminated) and (2) to each New Lender a revolving
credit Note reflecting the amount of such New Lender’s Revolving Credit Commitment; provided that
such replacement Note shall not be intended to constitute and shall not constitute a novation or
satisfaction of the obligations represented by the prior Note.



25









 





         
           (f) Approval of New Lenders. Any New Lender shall be subject to the approval of the
Administrative Agent (not to be unreasonably withheld or conditioned) and the Company and shall not
be (1) a Borrower or any Subsidiary or Affiliate of any Borrower or (2) a natural person. The
Revolving Credit Commitments of any New Lenders and the increasing Revolving Credit Commitments of
any Increasing Lenders, collectively, shall not be less than $25,000,000. The share of each New
Lender located in or organized under the laws of the Netherlands in the Loans and the share of each
New Lender hereunder in the Loans to a Netherlands Borrower shall initially be at least the Dollar
Equivalent of EUR 50,000 (or such higher amount as may be required [at the time of new Lender
becoming a party to this Agreement] in order for the New Lender to qualify as a Professional Market
Party) or such New Lender shall otherwise qualify as a Professional Market Party, and each such New
Lender shall confirm the foregoing on the date on which it becomes a New Lender hereunder by
execution and delivery of its Lender Joinder and Assumption Agreement in which the New Lender
confirms that it is a Professional Market Party.



         
           (g) Increasing Lenders. Each Increasing Lender shall confirm its agreement to
increase its Revolving Credit Commitment pursuant to an acknowledgement in a form acceptable to the
Administrative Agent, signed by it and the Borrowers and delivered to the Administrative Agent at
least three (3) days before the effective date of such increase.



         
           (h) New Lenders—Joinder. Each New Lender shall execute a Lender Joinder in
substantially the form of Exhibit 1.1(L)pursuant to which such New Lender shall join and
become a party to this Agreement and the other Loan Documents with a Revolving Credit Commitment in
the amount set forth in such Lender Joinder.



         
      (ii) Treatment of Outstanding Loans and Letters of Credit.



         
           (a) Repayment of Outstanding Revolving Credit Loans; Borrowing of New Revolving Credit
Loans. On the effective date of such increase, at the request of the Administrative Agent, the
Borrowers shall repay all Revolving Credit Loans then outstanding, subject to the Borrowers’
indemnity obligations hereunder, or at the option of the Administrative Agent, the Lenders shall
assign their Revolving Credit Loans to the Increasing Lenders in accordance with their Ratable
Shares after giving effect to the increase in the Revolving Credit Commitments contemplated by this
Section 2.1.2; provided that the Borrowers may borrow new Revolving Credit Loans with a
Borrowing Date on such date. Each of the Lenders shall participate in any new Revolving Credit
Loans made on or after such date in accordance with their respective Ratable Shares after giving
effect to the increase in Revolving Credit Commitments contemplated by this Section 2.1.2.



         
           (b) Outstanding Letters of Credit. On the effective date of such increase, each
Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each
then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the
participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii)
will acquire (and will pay to the Administrative Agent, for the account of each Lender, in
immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation
Advances.



26









 





          2.1.3 Optional Reductions. The Company shall have the right to terminate or reduce the
Commitments at any time or from time to time, provided that: (i) the Company shall give notice of
each such termination or reduction to the Administrative Agent at least three (3) Business Days
prior to the relevant termination or reduction (which notice of termination or reduction shall
specify the amount of the Commitments to be terminated or reduced); (ii) each partial reduction
shall be in an aggregate amount equal to $10,000,000 or any greater multiple of $5,000,000 and
(iii) no such reduction shall be permitted unless and until, in connection therewith, any mandatory
prepayments required under Section 5.7 [Mandatory Prepayments] have been made. Notwithstanding the
foregoing, such a notice of a complete reduction (non-partial) reduction of and termination of
Commitments (and any corresponding notice of prepayment under Section 5.6) may state that it is
conditioned upon the effectiveness of other credit facilities, in which case such notice may be
revoked by the Company by written notice to the Administrative Agent on or prior to the specified
effective date stating that such condition has not been satisfied, subject, however, to the
Company’s payment of any breakage compensation or other costs associated with such revoked notice.
Once terminated or, subject to Section 2.1.2, reduced, the Commitments may not be reinstated.




          2.1.4 Swing Loan Commitment.




               2.1.4.1 Swing Loans Generally. Subject to the terms and conditions hereof and relying
upon the representations and warranties herein set forth, and in order to facilitate loans and
repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason
whatsoever, make swing loans in Dollars (the “Swing Loans”) to the Borrowers at any time or from
time to time after the date hereof to, but not including, the Expiration Date, in an aggregate
principal amount up to but not in excess of $35,000,000 (the “Swing Loan Sublimit”), provided that
after giving effect to each such Loan, the Revolving Facility Usage shall not exceed the Revolving
Credit Commitments; and provided further that a Swing Loan shall not be made if the proceeds
thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Within such
limits of time and amount and subject to the other provisions of this Agreement, the Borrower may
borrow, repay and reborrow pursuant to this Section 2.1.4.



               2.1.4.2 Notwithstanding any other provision hereof, as a condition to the making of any Swing
Loan, if any Lender is at such time a Defaulting Lender hereunder, PNC may require that
satisfactory arrangements with the Borrowers or such Defaulting Lender be entered into to eliminate
PNC’s risk with respect to such Defaulting Lender (it being understood that PNC would consider the
Borrowers or the Defaulting Lender providing cash collateral to secure the Defaulting Lender’s
Ratable Share of the Swing Loans a satisfactory arrangement).



     2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. Each
Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to
Section 2.4 [Revolving Credit Loan Requests; Swing Loan Requests] in accordance with its Ratable
Share. The aggregate Dollar Equivalent of each Lender’s Revolving Credit Loans outstanding
hereunder to the Borrowers at any time shall never exceed its Revolving Credit Commitment minus its
Ratable Share of the outstanding Swing Loans and Letter of Credit Obligations. The obligations of
each Lender hereunder are several. The failure of any Lender to



27









 





perform its obligations hereunder shall not affect the Obligations of the Borrowers to any
other party nor shall any other party be liable for the failure of such Lender to perform its
obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans
hereunder on or after the Expiration Date.




     2.3
Facility Fee. The Borrowers agree to pay to the Administrative Agent for
the account of each Lender, as consideration for such Lender’s Revolving Credit Commitments, a
nonrefundable facility fee (the “Facility Fee”) on the aggregate Revolving Credit Commitments,
whether used or unused, for the period from the Closing Date until (but excluding) the Expiration
Date; provided that, if such Lender continues to have any Revolving Credit Loans outstanding after
its Revolving Credit Commitment terminates or expires, then such Facility Fee shall continue to
accrue on the daily outstanding principal amount of such Lender’s Revolving Credit Loans from and
including the date on which its Revolving Credit Commitment terminates or expires until the date on
which such Lender ceases to have any Revolving Credit Loans outstanding. The accrued Facility Fees
pursuant to this Section 2.3 shall be payable quarterly and on the date the Revolving Credit
Commitments are terminated (and, if later, on the date the Revolving Credit Loans shall be repaid
in their entirety); provided that any Facility Fees accruing after the date on which the
Commitments terminate shall be payable on demand. The Facility Fee for a particular quarter shall
be set forth on Schedule 1.1(A) under the column entitled “Facility Fee” and shall be based
upon the Debt Rating of the Company as set forth thereon. The foregoing notwithstanding, any
Facility Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during
the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall
not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the
extent that such Facility Fee shall otherwise have been due and payable by the Borrowers prior to
such time; and provided further that no Facility Fee shall accrue with respect to the Revolving
Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.



     2.4 Revolving Credit Loan Requests; Swing Loan Requests.



          2.4.1 Revolving Credit Loan Requests. Except as otherwise provided herein, the
Borrowers may from time to time prior to the Expiration Date request the Lenders to make Revolving
Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit
Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not
later than 12:00 p.m., (i) three (3) Business Days prior to the proposed Borrowing Date with
respect to the making of Revolving Credit Loans in Dollars to which the Euro-Rate Option applies or
the conversion to or the renewal of the Euro-Rate Option for any Loans in Dollars; (ii) three (3)
Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit
Loans denominated in Canadian dollars or Euro or the date of conversion to or renewal of the
Euro-Rate Option for Revolving Credit Loans denominated in Canadian dollars or Euro; (iii) four (4)
Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit
Loans in an Optional Currency (other than Revolving Credit Loans denominated in Canadian dollars or
Euro) or the date of conversion to or renewal of the Euro-Rate Option for Revolving Credit Loans in
an Optional Currency; and (iv) the same Business Day of the proposed Borrowing Date with respect to
the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the
preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a
duly completed request






28









 







therefor substantially in the form of Exhibit 2.4.1 or a request by telephone
immediately confirmed in writing by letter, facsimile or telex in such form (each, a “Loan
Request”), it being understood that the Administrative Agent may rely on the authority of any
individual making such a telephonic request without the necessity of receipt of such written
confirmation. Each Loan Request shall be irrevocable and shall specify (i) the aggregate amount of
the proposed Loans (expressed in the currency in which such Loans shall be funded) comprising each
Borrowing Tranche, and, if applicable, the Interest Period, which amount shall be in (x) integral
multiples of $1,000,000 (or the Dollar Equivalent thereof) and not less than $5,000,000 (or the
Dollar Equivalent thereof) for each Borrowing Tranche under the Euro-Rate Option, and (y) integral
multiples of $500,000 and not less than $1,000,000 for each Borrowing Tranche under the Base Rate
Option; (ii) whether the Euro-Rate Option or Base Rate Option shall apply to the proposed Revolving
Credit Loans comprising the applicable Borrowing Tranche; (iii) the currency in which such Loans
shall be funded if the Borrowers are electing the Euro-Rate Option; (iv) in the case of a Borrowing
Tranche to which the Euro-Rate Option applies, an appropriate Interest Period for the Loans
comprising such Borrowing Tranche; and (v) which Borrower is requesting the Revolving Credit Loan.
No Loan made in an Optional Currency may be converted into a Base Rate Loan, a Euro-Rate Loan or a
Loan denominated in a different Optional Currency.




          2.4.2 Swing Loan Requests. Except as otherwise provided herein, the Borrowers may from
time to time prior to the Expiration Date request PNC to make Swing Loans in Dollars by delivery to
PNC not later than 12:00 noon on the proposed Borrowing Date of a duly completed request therefor
substantially in the form of Exhibit 2.4.2 hereto or a request by telephone immediately
confirmed in writing by letter, facsimile or telex (each, a “Swing Loan Request”), it being
understood that PNC may rely on the authority of any individual making such a telephonic request
without the necessity of receipt of such written confirmation. Each Swing Loan Request shall be
irrevocable and shall specify the proposed Borrowing Date and the principal amount of such Swing
Loan, which shall be not less than $500,000 with minimum increments thereafter of $250,000.




     2.5 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative
Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans.



          2.5.1 Making Revolving Credit Loans. The Administrative Agent shall, promptly after
receipt by it of a Loan Request pursuant to Section 2.4 [Revolving Credit Loan Requests; Swing Loan
Requests], notify the Lenders of its receipt of such Loan Request specifying the information
provided by the Borrowers, including the currency in which the Revolving Credit Loan is requested,
and the apportionment among the Lenders of the requested Revolving Credit Loans as determined by
the Administrative Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations with
Respect to Revolving Credit Loans]. Each Lender shall remit the principal amount of each Revolving
Credit Loan in the requested Optional Currency (or in Dollars if so requested by the Administrative
Agent) to the Administrative Agent such that the Administrative Agent is able to, and the
Administrative Agent shall, to the extent the Lenders have made funds available to it for such
purpose and subject to Section 7.2 [Each Loan or Letter of Credit], fund such Revolving Credit
Loans to the Borrowers in immediately available funds in Dollars or the requested Optional Currency
(as applicable) at the Principal






29









 







Office prior to 2:00 p.m., on the applicable Borrowing Date; provided that if any Lender fails to remit
such funds to the Administrative Agent (or fails to remit such funds in the applicable Optional
Currency) in a timely manner, the Administrative Agent may elect in its sole discretion to fund
with its own funds, including funds in the requested Optional Currency, the Revolving Credit Loans
of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation
in Section 2.5.2 [Presumptions by the Administrative Agent].




          2.5.2 Presumptions by the Administrative Agent. Unless the Administrative Agent shall
have received notice from a Lender prior to the proposed date of any Loan that such Lender will not
make available to the Administrative Agent such Lender’s share of such Loan, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.5.1 [Making Revolving Credit Loans] and may, in reliance upon such assumption, make
available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Loan available to the Administrative Agent, then the applicable Lender
and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount with interest thereon, for each day from and including the date such amount is
made available to the Borrowers to but excluding the date of payment to the Administrative Agent,
at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation and (ii) in the case of a payment to be made by the
Borrowers, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays
its share of the applicable Loan to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan. Any payment by the Borrowers shall be without prejudice to any
claim the Borrowers may have against a Lender that shall have failed to make such payment to the
Administrative Agent.



          2.5.3 Making Swing Loans. So long as PNC elects to make Swing Loans, PNC shall, after
receipt by it of a Swing Loan Request pursuant to Section 2.4.2, [Swing Loan Requests] fund such
Swing Loan to the Borrowers in U.S. Dollars in immediately available funds at the Principal Office
prior to 4:00 o’clock p.m. on the Borrowing Date.



          2.5.4 Repayment of Revolving Credit Loans. Subject to the limitations set forth in
Section 12.14.2, the Borrowers, jointly and severally, shall repay in full the outstanding
principal amount of the Revolving Credit Loans together with all outstanding interest thereon and
all fees and other amounts owing under any of the Loan Documents relating thereto on the Expiration
Date or upon the earlier termination of the Revolving Credit Commitments in connection with the
terms of this Agreement.



          2.5.5 Borrowings to Repay Swing Loans. PNC may, at its option, exercisable at any time
for any reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a
Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal
amount of the outstanding Swing Loans, plus, if PNC so requests, accrued interest thereon,
provided that no Lender shall be obligated in any event to make Revolving Credit Loans in
excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations
(to the extent applicable, calculated in Dollar Equivalents). Revolving Credit Loans made pursuant
to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have
been properly requested in accordance with Section 2.4.1 [Revolving Credit Loan Requests] without
regard to any of the requirements of that provision. PNC shall



30









 




provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile
or telex) that such Revolving Credit Loans are to be made under this Section 2.5.5 and of the
apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such
Revolving Credit Loans (whether or not the conditions specified in Section 2.4.1 [Revolving Credit
Loan Requests] are then satisfied) by the time PNC so requests, which shall not be earlier than
3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.




          2.5.6 Swing Loans Under Cash Management Agreements. In addition to making Swing Loans
pursuant to the foregoing provisions of Section 2.5.3 [Making Swing Loans], without the requirement
for a specific request from the Borrowers pursuant to Section 2.4.2 [Swing Loan Requests], PNC, as
a Swing Loan Lender, may make Swing Loans to the Borrowers in accordance with the provisions of the
agreements between the Company and such Swing Loan Lender relating to the Company’s deposit, sweep
and other accounts at such Swing Loan Lender and related arrangements and agreements regarding the
management and investment of the Company’s cash assets as in effect from time to time (the “Cash
Management Agreements”) to the extent of the daily aggregate net negative balance in the Company’s
accounts which are subject to the provisions of the Cash Management Agreements. Swing Loans made
pursuant to this Section 2.5.6 in accordance with the provisions of the Cash Management Agreements
shall (i) be subject to the limitations as to aggregate amount set forth in Section 2.1.4 [Swing
Loan Commitment], (ii) not be subject to the limitations as to individual amount set forth in
Section 2.4.2 [Swing Loan Requests], (iii) be payable by the Borrowers, both as to principal and
interest, at the rates and times set forth in the Cash Management Agreements (but in no event later
than the Expiration Date), (iv) not be made at any time after such Swing Loan Lender has received
written notice of the occurrence of an Event of Default and so long as such shall continue to
exist, or, unless consented to by the Required Lenders, a Potential Default and so long as such
shall continue to exist, (v) if not repaid by the Borrowers in accordance with the provisions of
the Cash Management Agreements, be subject to each Lender’s obligation pursuant to Section 2.5.5
[Borrowings to Repay Swing Loans], and (vi) except as provided in the foregoing subsections (i)
through (v), be subject to all of the terms and conditions of this Section 2. The Borrowers
acknowledge and agree that each Borrower materially benefits from the arrangements made pursuant to
Section 2.5.6 and the Cash Management Agreements, and each Borrower shall be jointly and severally
liable, subject to Section 12.14 [Foreign Borrowers], for all Obligations, including without
limitation, those arising from the operation of this Section.



     2.6 Notes. The Obligation of the Borrowers to repay the aggregate unpaid principal
amount of the Revolving Credit Loans and Swing Loans made to it by each Lender, together with
interest thereon, shall be evidenced by a revolving credit Note and a Swing Loan Note, dated the
Closing Date payable to the order of such Lender in a face amount equal to the Revolving Credit
Commitment and the Swing Loan Commitment, as applicable, of such Lender.



     2.7 Use of Proceeds. The proceeds of the Loans shall be used (i) to refinance
existing indebtedness for borrowed money, (ii) to finance working capital and capital expenditures;
and (iii) for general corporate purposes (including the payment of fees and expenses related to the
foregoing permitted purposes).



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     2.8 Letter of Credit Subfacility.



          2.8.1 Issuance of Letters of Credit. Each of the Borrowers may at any time prior to
the Expiration Date request the issuance of a standby letter of credit (a “Standby Letter of
Credit”) or Commercial Letter of Credit (each a “Letter of Credit”) which may be denominated in
either Dollars or an Optional Currency on behalf of itself or a Consolidated Subsidiary of the
Company, or the amendment or extension of an existing Letter of Credit, by delivering or having
such other Borrower deliver to the Issuing Lender (with a copy to the Administrative Agent) a
completed application and agreement for letters of credit, or request for such amendment or
extension, as applicable, in such form as the Issuing Lender may specify from time to time by no
later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to
by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt of any
letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit
application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof.
Unless the Issuing Lender has received notice from any Lender, Administrative Agent or any
Borrower, at least one day prior to the requested date of issuance, amendment or extension of the
applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of
Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and
conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section
2.8, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or
agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum
maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than 364
days after the Expiration Date and provided further that in no event shall (i) the Dollar
Equivalent of the Letter of Credit Obligations exceed, at any one time, $100,000,000.00 (the
“Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the
Revolving Credit Commitments. Each request by the Borrowers for the issuance, amendment or
extension of a Letter of Credit shall be deemed to be a representation by the Borrowers that they
shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and
Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or
extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also
deliver to Borrowers and Administrative Agent a true and complete copy of such Letter of Credit or
amendment. All letters of credit which are identified on Schedule 2.8.1 hereto, which
shall consist of all letters of credit outstanding on the Closing Date, shall be deemed to have
been issued under this Agreement, regardless of which Person is the applicant thereunder.




     If, three (3) days prior to the Expiration Date, any Letter of Credit Obligation for any
reason remains outstanding, Borrowers shall immediately Cash Collateralize the then outstanding
amount of all Letter of Credit Obligations. Each Borrower hereby grants to Administrative Agent,
for the benefit of the Issuing Lender and the Lenders, a security interest in all cash collateral
pledged pursuant to this Section or otherwise under this Agreement.



     Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any
Letter of Credit, if any Lender is at such time a Defaulting Lender hereunder, unless such Issuing
Lender has entered into satisfactory arrangements with the Borrowers or such Defaulting



32









 





Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender (it being
understood that the Issuing Lender would consider the Borrowers or the Defaulting Lender providing
cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the
Defaulting Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement).




     Notwithstanding any other provision hereof, the Issuing Lender shall not 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 the Issuing Lender from
issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or
directive (whether or not having the force of law) from any governmental authority with
jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain
from, the issuance of letters of credit generally or the Letter of Credit in particular or shall
impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or
capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in
effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and which the Issuing Lender in good faith
deems material to it; or (B) the issuance of the Letter of Credit would violate one or more
policies of the Issuing Lender applicable to letters of credit generally.



          2.8.2 Letter of Credit Fees. The Borrowers shall pay (i) to the Administrative Agent
for the ratable account of the Lenders (except for Defaulting Lenders) a fee (the “Letter of Credit
Fee”) equal to the Applicable Letter of Credit Fee Rate, and (ii) to the Issuing Lender for its own
account a fronting fee equal to 1⁄8% per annum (in each case computed on the basis of a year of 360
days and actual days elapsed), which fees shall be computed on the Dollar Equivalent daily average
Letter of Credit Obligations and shall be payable quarterly in arrears on each Payment Date
following issuance of each Letter of Credit. The Borrowers shall also pay to the Issuing Lender
for the Issuing Lender’s sole account the Issuing Lender’s then in effect customary fees and
administrative expenses payable with respect to the Letters of Credit as the Issuing Lender may
generally charge or incur from time to time in connection with the issuance, maintenance, amendment
(if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.




          2.8.3 Disbursements, Reimbursement. 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 Issuing Lender a participation in such Letter of Credit and each drawing
thereunder in a Dollar Equivalent amount equal to such Lender’s Ratable Share of the maximum amount
available to be drawn under such Letter of Credit and the amount of such drawing, respectively.




               2.8.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary
or transferee thereof, the Issuing Lender will promptly notify the Borrowers and the Administrative
Agent thereof. Provided that it shall have received such notice, the Borrowers shall reimburse
(such obligation to reimburse the Issuing Lender shall sometimes be referred to as a “Reimbursement
Obligation”) the Issuing Lender prior to 12:00 noon on each date that an amount is paid by the
Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”) by paying to the
Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by
the Issuing Lender, in the same



33









 




currency as paid, unless otherwise required by the Administrative Agent or the Issuing Lender.
In the event the Borrowers fail to reimburse the Issuing Lender (through the Administrative Agent)
for the full amount of any drawing under any Letter of Credit by 12:00 noon on the Drawing Date,
the Administrative Agent will promptly notify each Lender thereof, and the Borrowers shall be
deemed to have requested that Revolving Credit Loans be made in a Dollar Equivalent amount of such
Reimbursement Obligations by the Lenders under the Base Rate Option to be disbursed on the Drawing
Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving
Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan or Letter of
Credit] other than any notice requirements. Any notice given by the Administrative Agent or
Issuing Lender pursuant to this Section 2.8.3.1 may be oral 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.




               2.8.3.2 Each Lender shall upon any notice pursuant to Section 2.8.3.1 make available to the
Administrative Agent for the account of the Issuing Lender an amount in Dollars in immediately
available funds equal to its Ratable Share of the Dollar Equivalent amount of the drawing,
whereupon the Lenders shall (subject to Section 2.8.3 [Disbursements, Reimbursement]) each be
deemed to have made a Revolving Credit Loan in Dollars under the Base Rate Option to the Borrowers
in that amount. If any Lender so notified fails to make available to the Administrative Agent for
the account of the Issuing Lender the amount of such Lender’s Ratable Share of such amount by no
later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to
make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at
a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days
following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under
the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The
failure of any Lender to make available to the Administrative Agent for the account of the Issuing
Lender its Ratable Share of the Dollar Equivalent amount of the drawing shall not relieve any other
Lender of its obligation hereunder to make available to the Administrative Agent for the account of
the Issuing Lender its Ratable Share of the Dollar Equivalent amount of the drawing; provided that
no Lender shall be responsible for the failure of any other Lender to make available to the
Administrative Agent its Ratable Share of the Dollar Equivalent amount of the drawing. The
Administrative Agent and the Issuing Lender will promptly give notice (as described in Section
2.8.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or
the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any
Lender to effect such payment on such Drawing Date shall not relieve such Lender from its
obligation under this Section 2.8.3.2.



               2.8.3.3 With respect to any unreimbursed drawing that is not converted into Revolving Credit
Loans in Dollars under the Base Rate Option to the Borrowers in whole or in part as contemplated by
Section 2.8.3.1, because of the Borrowers’ failure to satisfy the conditions set forth in Section
7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any other reason,
the Borrowers shall be deemed to have incurred from the Issuing Lender a borrowing (each a “Letter
of Credit Borrowing”) in Dollars in the amount of such drawing. Such Letter of Credit Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the rate per
annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment
to the Administrative Agent for the



34









 




account of the Issuing Lender pursuant to Section 2.8.3 [Disbursements, Reimbursement] shall
be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each
a “Participation Advance”) from such Lender in satisfaction of its participation obligation under
this Section 2.8.3.




          2.8.4 Repayment of Participation Advances.



               2.8.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the
Issuing Lender of immediately available funds from the Borrowers (i) in reimbursement of any
payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has
made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a
payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on
behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the
Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the
Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable
Share of such funds of any Lender that did not make a Participation Advance in respect of such
payment by the Issuing Lender.



               2.8.4.2 If the Administrative Agent is required at any time to return to any Borrower, or to a
trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion
of any payment made by any Borrower to the Administrative Agent for the account of the Issuing
Lender pursuant to this Section in reimbursement of a payment made under the Letter of Credit or
interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return
to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share
of any amounts so returned by the Administrative Agent plus interest thereon from the date such
demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at
a rate per annum equal to the Federal Funds Effective Rate (or, for any payment in an Optional
Currency, the Overnight Rate) in effect from time to time.



          2.8.5 Documentation. Each Borrower agrees to be bound by the terms of the Issuing
Lender’s application and agreement for letters of credit and the Issuing Lender’s written
regulations and customary practices relating to letters of credit, though such interpretation may
be different from such Borrower’s own. In the event of a conflict between such application or
agreement and this Agreement, this Agreement shall govern. It is understood and agreed that,
except in the case of gross negligence or willful misconduct, the Issuing Lender shall not be
liable for any error, negligence and/or mistakes, whether of omission or commission, in following
any Borrower’s instructions or those contained in the Letters of Credit or any modifications,
amendments or supplements thereto.




          2.8.6 Determinations to Honor Drawing Requests. In determining whether to honor any
request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall
be responsible only to determine that the documents and certificates required to be delivered under
such Letter of Credit have been delivered and that they comply on their face with the requirements
of such Letter of Credit.







35









 








          2.8.7 Nature of Participation and Reimbursement Obligations. Each Lender’s obligation
in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as
contemplated by Section 2.8.3 [Disbursements, Reimbursement], as a result of a drawing under a
Letter of Credit issued in accordance with the terms of this Agreement, and the Obligations of the
Borrowers to reimburse the Issuing Lender upon a draw under such Letter of Credit, shall be
absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the
terms of this Section 2.8 under all circumstances, including the following circumstances:




          (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have
against the Issuing Lender or any of its Affiliates, the Borrowers or any other Person for any
reason whatsoever, or which any Borrower may have against the Issuing Lender or any of its
Affiliates, any Lender or any other Person for any reason whatsoever;



          (ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of
Credit Borrowing, with the conditions set forth in Sections 2.1 [Revolving Credit Commitments], 2.4
[Revolving Credit Loan Requests; Swing Loan Requests], 2.5 [Making Revolving Credit Loans and Swing
Loans; Etc.] or 7.2 [Each Loan or Letter of Credit] or as otherwise set forth in this Agreement for
the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required
for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make
Participation Advances under Section 2.8.3 [Disbursements, Reimbursement];



          (iii) any lack of validity or enforceability of any Letter of Credit;



          (iv) any claim of breach of warranty that might be made by any Borrower or any Lender against
any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment,
counterclaim, crossclaim, defense or other right which any Borrower or any Lender may have at any
time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of
Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the
Issuing Lender or its Affiliates or any Lender or any other Person, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction (including any
underlying transaction between any Borrower or Consolidated Subsidiaries of a Borrower and the
beneficiary for which any Letter of Credit was procured);



          (v) the lack of power or authority of any signer of (or any defect in or forgery of any
signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy,
enforceability or genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or provision of services
relating to a Letter of Credit, in each case even if the Issuing Lender or any of its Affiliates
has been notified thereof;



          (vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not comply with the
terms of such Letter of Credit;



36









 





          (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit,
or any other Person having a role in any transaction or obligation relating to a Letter of Credit,
or the existence, nature, quality, quantity, condition, value or other characteristic of any
property or services relating to a Letter of Credit;



          (viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of
Credit in the form requested by any Borrower, unless the Issuing Lender has received written notice
from such Borrower of such failure within three Business Days after the Issuing Lender shall have
furnished such Borrower and the Administrative Agent a copy of such Letter of Credit and such error
is material and no drawing has been made thereon prior to receipt of such notice;



          (ix) any adverse change in the business, operations, properties, assets, condition (financial
or otherwise) or prospects of any Borrower or Subsidiaries of a Borrower;



          (x) any breach of this Agreement or any other Loan Document by any party thereto;



          (xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Borrower;



          (xii) the fact that an Event of Default or a Potential Default shall have occurred and be
continuing;



          (xiii) the fact that the Expiration Date shall have passed or this Agreement or the
Commitments hereunder shall have been terminated; and



          (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing.



          2.8.8 Indemnity. Each Borrower hereby agrees to protect, indemnify, pay and save
harmless the Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and
against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments,
losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of
counsel and allocated costs of internal counsel) which the Issuing Lender or any of its Affiliates
may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of
Credit, other than as a result of (A) the gross negligence or willful misconduct of the Issuing
Lender as determined by a final non-appealable judgment of a court of competent jurisdiction or (B)
the wrongful dishonor by the Issuing Lender or any of Issuing Lender’s Affiliates of a proper
demand for payment made under any Letter of Credit, except if such dishonor resulted from any act
or omission, whether rightful or wrongful, of any present or future de jure or de facto government
or Official Body. To the extent the Issuing Lender is not indemnified by the Borrowers, the
Lenders will reimburse and indemnify the Issuing Lender, in proportion to their respective Ratable
Shares, for and against any and all liabilities, obligations, losses, damages, penalties, claims,
actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be
imposed on, asserted against, or incurred by the Issuing Lender in performing its respective duties
in any way related to or arising out of the Letter(s) of Credit issued by the Issuing Lender;
provided, however, that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, claims, actions, judgments,






37









 







costs, expenses or disbursements resulting from the gross negligence or willful misconduct of
the Issuing Lender or an Affiliate of the Issuing Lender.




          2.8.9 Liability for Acts and Omissions. As between any Borrower and the Issuing
Lender, or the Issuing Lender’s Affiliates, such Borrower assumes all risks of the acts and
omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender shall not be
responsible for any of the following, including any losses or damages to any Borrower or other
Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness
or legal effect of any document submitted by any party in connection with the application for an
issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Lender or its
Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such 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; (iii) the failure of the beneficiary of any such Letter of
Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with
any conditions required in order to draw upon such Letter of Credit or any other claim of any
Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute
between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond
the control of the Issuing Lender or its Affiliates, as applicable, including any act or omission
of any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any
of the Issuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding
sentence shall relieve the Issuing Lender from liability for the Issuing Lender’s gross negligence
or willful misconduct in connection with actions or omissions described in such clauses (i) through
(viii) of such sentence. In no event shall the Issuing Lender or its Affiliates be liable to any
Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or
expenses (including without limitation attorneys’ fees), or for any damages resulting from any
change in the value of any property relating to a Letter of Credit.




          Without limiting the generality of the foregoing, the Issuing Lender and each of its
Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing
Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a
Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face
substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may
honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was
pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise,
and shall be entitled to reimbursement to the same extent as if such presentation had initially
been honored, together with any interest paid by the Issuing Lender or its Affiliate; (iv) may
honor any drawing that is payable upon presentation of a statement advising negotiation or payment,
upon receipt of such statement (even if such statement indicates that a draft or other



38









 




document is being delivered separately), and shall not be liable for any failure of any such
draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v)
may pay any paying or negotiating bank claiming that it rightfully honored under the laws or
practices of the place where such bank is located; and (vi) may settle or adjust any claim or
demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the
applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or
any similar document (each an “Order”) and honor any drawing in connection with any Letter of
Credit that is the subject of such Order, notwithstanding that any drafts or other documents
presented in connection with such Letter of Credit fail to conform in any way with such Letter of
Credit.




          In furtherance and extension and not in limitation of the specific provisions set forth above,
any action taken or omitted by the Issuing Lender or its Affiliates under or in connection with the
Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not put the Issuing Lender or its Affiliates under any resulting
liability to the Borrowers or any Lender.



          2.8.10 Issuing Lender Reporting Requirements. Any Issuing Lender other than PNC
shall, on the first Business Day of each month, provide to Administrative Agent and Borrowers a
schedule of the Letters of Credit issued by it, in form and substance satisfactory to
Administrative Agent, showing the date of issuance of each Letter of Credit, the account party (if
applicable), the original face amount (if any), and the expiration date of any Letter of Credit of
such Lender outstanding at any time during the preceding month, and any other information relating
to such Letters of Credit that the Administrative Agent may request.




     2.9 Utilization of Commitments in Optional Currencies.



          2.9.1 Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans and Letters
of Credit Outstanding; Repayment in Same Currency. For purposes of determining utilization of
the Revolving Credit Commitments, the Administrative Agent will determine the Dollar Equivalent
amount of (i) the proposed Revolving Credit Loans and Letters of Credit to be denominated in an
Optional Currency as of the requested Borrowing Date or date of issuance, as the case may be, (ii)
the outstanding Letter of Credit Obligations denominated in an Optional Currency as of the last
Business Day of each month, and (iii) the outstanding Revolving Credit Loans denominated in an
Optional Currency as of the end of each Interest Period (each such date under clauses (i) through
(iii), and any other date on which the Administrative Agent determines it is necessary or advisable
to make such computation, in its sole discretion, is referred to as a “Computation Date”). Unless
otherwise provided in this Agreement or agreed to by the Administrative Agent and the Company, each
Loan and Reimbursement Obligation shall be repaid or prepaid in the same currency in which the Loan
or Reimbursement Obligation was made.




          2.9.2 Notices From Lenders That Optional Currencies Are Unavailable to Fund New Loans. The
Lenders shall be under no obligation to make the Revolving Credit Loans requested by the Borrowers
which are denominated in an Optional Currency if any Lender notifies the Administrative Agent by
5:00 p.m. four (4) Business Days prior to the Borrowing Date for such Revolving Credit Loans that
such Lender cannot provide its Revolving Credit Ratable Share of such Revolving Credit Loans in
such Optional Currency. In the event the






39









 







Administrative Agent timely receives a notice from a Lender pursuant to the preceding sentence, the
Administrative Agent will notify the Borrowers no later than 12:00 noon three (3) Business Days
prior to the Borrowing Date for such Revolving Credit Loans that the Optional Currency is not then
available for such Revolving Credit Loans, and the Administrative Agent shall promptly thereafter
notify the Lenders of the same and the Lenders shall not make such Revolving Credit Loans requested
by the Borrowers under their Loan Request.




          2.9.3 Notices From Lenders That Optional Currencies Are Unavailable to Fund Renewals of the
Euro-Rate Option. If the Borrowers deliver a Loan Request requesting that the Lenders renew
the Euro-Rate Option with respect to an outstanding Borrowing Tranche of Revolving Credit Loans
denominated in an Optional Currency, the Lenders shall be under no obligation to renew such
Euro-Rate Option if any Lender delivers to the Administrative Agent a notice by 5:00 p.m. four (4)
Business Days prior to the effective date of such renewal that such Lender cannot continue to
provide Revolving Credit Loans in such Optional Currency. In the event the Administrative Agent
timely receives a notice from a Lender pursuant to the preceding sentence, the Administrative Agent
will notify the Borrowers no later than 12:00 noon three (3) Business Days prior to the renewal
date that the renewal of such Revolving Credit Loans in such Optional Currency is not then
available, and the Administrative Agent shall promptly thereafter notify the Lenders of the same.
If the Administrative Agent shall have so notified the Borrowers that any such continuation of such
Revolving Credit Loans in such Optional Currency is not then available, any notice of renewal with
respect thereto shall be deemed withdrawn, and such Loans shall be redenominated into Loans in
Dollars at the Base Rate Option or Euro-Rate Option, at the Company’s option on behalf of the
Borrowers (subject, in the case of the Euro-Rate Option, to compliance with Section 2.5 [Making
Revolving Credit Loans, Etc.] and Section 4.1 [Interest Rate Options]), with effect from the last
day of the Interest Period with respect to any such Loans. The Administrative Agent will promptly
notify the Borrowers and the Lenders of any such redenomination, and in such notice, the
Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated
Revolving Credit Loans in an Optional Currency as of the applicable Computation Date with respect
thereto and such Lender’s Revolving Credit Ratable Share thereof. Notwithstanding anything to the
contrary herein, each of the Lenders party to this Agreement as of the Closing Date acknowledge and
agree that, as of the Closing Date, such Lender can make Revolving Credit Loans denominated in
Canadian Dollars, Euro and British Pounds Sterling. However, the Borrowers acknowledge and
agree that the foregoing acknowledgement does not constitute a covenant, representation or
warranty that such Lenders will be able to lend in such currencies on any particular date in the
future.




          2.9.4 European Monetary Union.



               2.9.4.1 Payments In Euros Under Certain Circumstances. If (i) any Optional Currency
ceases to be lawful currency of the nation issuing the same and is replaced by the Euro or (ii) any
Optional Currency and the Euro are at the same time recognized by any governmental authority of the
nation issuing such currency as lawful currency of such nation and the Administrative Agent or the
Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable
hereunder by any party hereto in such Optional Currency shall instead by payable in the Euro and
the amount so payable shall be determined by translating the amount payable in such Optional
Currency to the Euro at the exchange rate established by that nation for the purpose of
implementing the replacement of the relevant Optional Currency



40









 




by the Euro (and the provisions governing payments in Optional Currencies in this Agreement
shall apply to such payment in the Euro as if such payment in the Euro were a payment in an
Optional Currency). Prior to the occurrence of the event or events described in clause (i) or (ii)
of the preceding sentence, each amount payable hereunder in any Optional Currency will, except as
otherwise provided herein, continue to be payable only in that currency.




               2.9.4.2 Additional Compensation Under Certain Circumstances. The Borrowers agree, at
the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in
return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as
a result of the replacement of any Optional Currency by the Euro and that would not have been
incurred or sustained but for the transactions provided for herein. A certificate of any Lender
setting forth such Lender’s determination of the amount or amounts necessary to compensate such
Lender shall be delivered to the Borrowers and shall be conclusive absent manifest error so long as
such determination is made on a reasonable basis. The Borrowers shall pay such Lender the amount
shown as due on any such certificate within ten (10) days after receipt thereof.



          2.9.5 Requests for Additional Optional Currencies. The Borrowers may deliver to the
Administrative Agent a written request that Revolving Credit Loans hereunder also be permitted to
be made in any other lawful currency (other than Dollars), in addition to the currencies specified
in the definition of “Optional Currency” herein, provided that such currency must be freely
traded in the offshore interbank foreign exchange markets, freely transferable, freely convertible
into Dollars and available to the Lenders in the Relevant Interbank Market. The Administrative
Agent will promptly notify the Lenders of any such request promptly after the Administrative Agent
receives such request. The Administrative Agent will promptly notify the Borrowers of the
acceptance or rejection by the Administrative Agent and each of the Lenders of the Borrowers’
request. The requested currency shall be approved as an Optional Currency hereunder only if the
Administrative Agent and all of the Lenders approve of the Borrowers’ request.




     2.10 Provisions Applicable to All Loans.



          2.10.1 Notes. The Obligation of the Borrowers to repay the aggregate unpaid principal
amount of the Revolving Credit Loans made to them by each Lender and Swing Loans made to them by
PNC, together with interest thereon, shall be evidenced by a revolving credit Note or Swing Loan
Note, as applicable, dated as of the Closing Date (or, if later, the date such Lender becomes a
Lender hereunder in accordance with this Agreement), payable to the order of such Lender in a face
amount equal to such Lender’s Revolving Credit Commitment and payable to the order of PNC in the
face amount equal to the Swing Loan Commitment. Upon request to the Administrative Agent made
prior to the Closing Date (or, if later, the date such Lender becomes a Lender hereunder in
accordance with this Agreement), any Lender may elect to evidence the aggregate unpaid principal
amount of all Revolving Credit Loans made by it, and PNC may elect to evidence the aggregate unpaid
principal amount of all Swing Loans made by it, through the maintenance in the ordinary course of
business of accounts or records, which accounts or records shall be available to the Administrative
Agent to review promptly upon request, in lieu of receipt of original Notes. In the event of any
conflict between the accounts and records maintained by any Lender and the accounts and records of
the Administrative Agent






41









 







with respect to such matters, the accounts and records of the Administrative Agent shall control
absent manifest error.




          2.10.2 Joint and Several Obligations. Subject to any limitations expressly set forth in
Section 12.14 [Foreign Borrowers] with respect to Foreign Borrowers, all Obligations of the
Borrowers are joint and several.




3. RESERVED




4. INTEREST RATES



     4.1 Interest Rate Options. The Borrowers shall pay interest in respect of the
outstanding unpaid principal amount of the Loans as selected by them from the Base Rate Option or
Euro-Rate Option set forth below applicable to the Loans, it being understood that, subject to the
provisions of this Agreement, all Revolving Credit Loans made as part of the same Borrowing Tranche
shall be made to the same Borrower and shall consist of the same Interest Rate Option, and the same
Interest Period shall apply to such Loans that are part of the same Borrowing Tranche; provided
that the Borrowers may select different Interest Rate Options and different Interest Periods to
apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or
renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising
any Borrowing Tranche; provided further that there shall not be at any one time outstanding
more than twelve (12) Borrowing Tranches in the aggregate among all of the Loans and provided
further that if an Event of Default or Potential Default exists and is continuing, the
Borrowers may not request, convert to, or renew the Euro-Rate Option for any Loans and the Required
Lenders may demand that all existing Borrowing Tranches bearing interest under the Euro-Rate Option
shall be converted immediately to the Base Rate Option, subject to the obligation of the Borrowers
to pay any indemnity under Section 5.10 [Indemnity] in connection with such conversion. If at any
time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest
lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest
lawful rate. Interest on the principal amount of each Loan made in an Optional Currency shall be
paid by the Borrowers in such Optional Currency.



          4.1.1 Revolving Credit Interest Rate Options; Swing Line Interest Rate. Subject to
Section 4.3 [Interest After Default], the Borrowers shall have the right to select from the
following Interest Rate Options applicable to the Revolving Credit Loans, provided that any Loan
made in an Optional Currency shall bear interest at the Euro-Rate:




          (i) Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the Base
Rate plus the Applicable Margin, such interest rate to change automatically from time to time
effective as of the effective date of each change in the Base Rate; or



          (ii) Revolving Credit Euro-Rate Option: A rate per annum (computed on the basis of a
year of 360 days and actual days elapsed) equal to the Euro-Rate plus the Applicable Margin;
provided, however, that in the case of a Revolving Credit Loan which is denominated in Canadian
dollars, such rate per annum shall be calculated on the basis of a 365-day year.




42











 





          (iii) Swing Loans. Subject to Section 4.3 [Interest After Default], at the
Borrower’s option, Swing Loans shall bear interest (A) at the Base Rate Option applicable to
Revolving Credit Loans or, (B) at a rate per annum (computed on the basis of a year of 360 days
and actual days elapsed) equal to the Daily Euro-Rate plus the Applicable Margin applicable to
Revolving Credit Loans under the Euro-Rate Option.



          4.1.2 Rate Quotations. The Borrowers may call the Administrative Agent on or before
the date on which a Loan Request is to be delivered to receive an indication of the rates then in
effect, but it is acknowledged that such projection shall not be binding on the Administrative
Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when
the election is made.



     4.2 Interest Periods. At any time when the Borrowers shall select, convert to or
renew a Euro-Rate Option, the Borrowers shall notify the Administrative Agent thereof at least
three (3) Business Days prior to the effective date of such Interest Rate Option with respect to a
Loan in an Optional Currency denominated in Canadian dollars or Euro, four (4) Business Days prior
to the effective date of such Interest Rate Option with respect to a Loan in any other Optional
Currency, and in all other cases, three (3) Business Days prior to the effective date of such
Euro-Rate Option by delivering a Loan Request. The notice shall specify an Interest Period during
which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following
provisions shall apply to any selection of, renewal of, or conversion to a Euro-Rate Option:



          4.2.1 Amount of Borrowing Tranche. Each Borrowing Tranche of Loans under the Euro-Rate
Option shall be in integral multiples of $1,000,000 and not less than $5,000,000; and



          4.2.2 Renewals. In the case of the renewal of a Euro-Rate Option at the end of an
Interest Period, the first day of the new Interest Period shall be the last day of the preceding
Interest Period, without duplication in payment of interest for such day, or such other day as
agreed to by the Administrative Agent and the Company.



     4.3 Interest After Default. If an Event of Default has occurred which has not been
cured or waived in writing in accordance with this Agreement, upon written notice by the
Administrative Agent (which notice the Administrative Agent shall give at the direction of the
Required Lenders), (i) all outstanding amounts of principal and, to the extent permitted by law,
all overdue interest, in respect of each Loan shall bear interest, payable on demand, at a rate per
annum equal to the Post-Default Rate, and (ii) the fees applicable to the Letter of Credit
Obligations shall be increased by an additional 2% per annum in excess of the fees otherwise
applicable thereto. In addition, if any Unpaid Drawing or any amount (other than amounts as to
which the foregoing subparts (i) and (ii) are applicable) payable by any Borrower under the Loan
Documents is not paid when due, upon written notice by the Administrative Agent (which notice the
Administrative Agent shall give at the direction of the Required Lenders), such amount shall bear
interest, payable on demand, at the Post-Default Rate.



          4.3.1
Acknowledgment. The Borrowers acknowledge that the increase in rates
referred to in this Section 4.3 reflects, among other things, the fact that such Loans or other



43









 




amounts have become a substantially greater risk given their default status and
that the Lenders are entitled to additional compensation for such risk; and all such interest shall
be payable by Borrowers upon demand by Administrative Agent.




     4.4 Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.



          4.4.1 Unascertainable. If on any date on which a Euro-Rate would otherwise be
determined, the Administrative Agent shall have determined that:



          (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or



          (ii) a contingency has occurred which materially and adversely affects the London interbank
eurodollar market, the Administrative Agent shall have the rights specified in Section 4.4.3
[Administrative Agent’s and Lender’s Rights].



          4.4.2 Illegality; Increased Costs; Deposits Not Available. If at any time any Lender
shall have determined that:



          (i) the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has
been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any
interpretation or application thereof by any Official Body or with any request or directive of any
such Official Body (whether or not having the force of Law), or



          (ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such Lender of
the establishment or maintenance of any such Loan, or



          (iii) after making all reasonable efforts, deposits of the relevant amount in Dollars or in
the Optional Currency (as applicable) for the relevant Interest Period for a Loan, or to banks
generally, to which a Euro-Rate Option applies, respectively, are not available to such Lender with
respect to such Loan, or to banks generally, in the interbank
eurodollar market, then the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative
Agent’s and Lender’s Rights].




          4.4.3 Administrative Agent’s and Lender’s Rights. In the case of any event specified
in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the
Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.4.2
[Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify
the Administrative Agent and endorse a certificate to such notice as to the specific circumstances
of such notice, and the Administrative Agent shall promptly send copies of such notice and
certificate to the other Lenders and the Borrowers. Upon such date as shall be specified in such
notice (which shall not be earlier than the date such notice is given), the obligation of (A) the
Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the
case of such notice given by such Lender, to allow the Borrowers to select, convert to or renew a
Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the
Administrative Agent shall have later notified the Borrowers, or such Lender shall have later
notified the Administrative Agent, of the Administrative Agent’s or



44









 




such Lender’s, as the case may be, determination that the circumstances giving rise to such
previous determination no longer exist. If at any time the Administrative Agent makes a
determination under Section 4.4.1 [Unascertainable] and the Borrowers have previously notified the
Administrative Agent of their selection of, conversion to or renewal of a Euro-Rate Option and such
Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for
selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to
such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2
[Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the
Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of the Lender
to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable,
convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select
a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.6
[Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such
Loan shall automatically be converted to the Base Rate Option otherwise available with respect to
such Loan upon such specified date.




     4.5 Selection of Interest Rate Options. If the Borrowers fail to select a new
Interest Period to apply to any Borrowing Tranche of Loans under the Euro-Rate Option at the
expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with
the provisions of Section 4.2 [Interest Periods], the Borrowers shall be deemed to have converted
such Borrowing Tranche to the Revolving Credit Base Rate Option, commencing upon the last day of
the existing Interest Period.



     4.6 Interest Act (Canada) Disclosure. For the purposes of the Interest Act (Canada) and
disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection
herewith is to be calculated on the basis of a 360-day year or any other period less than a full
year, the yearly rate of interest to which the rate used in such calculation is equivalent is the
rate so used multiplied by the actual number of days in the calendar year in which the same is to
be ascertained and divided by 360 or the number of days in such other period, as applicable. The
rates of interest under this Agreement are nominal rates, and not effective rates or yields. The
principle of deemed reinvestment of interest does not apply to any interest calculation under this
Agreement.



     4.7 Canadian Usury Provision. If any provision of this Agreement would oblige a Canadian
Borrower to make any payment of interest or other amount payable to any Lender in an amount or
calculated at a rate which would be prohibited by law or would result in a receipt by that Lender
of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)),
then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted
with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not
be so prohibited by applicable law or so result in a receipt by that Lender of “interest” at a
“criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent
necessary), as follows:



          (i) first, by reducing the amount or rate of interest; and



45









 





          (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other
amounts required to be paid which would constitute interest for purposes of Section 347 of the
Criminal Code (Canada).



     4.8 Minimum Interest Clause for Swiss Borrowers. The rates of interest provided for in
this Agreement, insofar as they relate to the Swiss Tranche, are minimum interest rates. When
entering into this Agreement, the parties have assumed that the interest payable by Swiss Borrowers
at the rates set out in this Section or in other Sections of this Agreement is not and will not
become subject to Swiss Withholding Tax.



     Notwithstanding that the parties hereto do not anticipate that any payment of interest will be
subject to Swiss Withholding Tax, such parties agree that, in the event that (a) Swiss Withholding
Tax is imposed on interest payments by any Swiss Borrower and (b) such Swiss Borrower is unable,
solely by reason of the Swiss Withholding Tax Act, to comply with Section 5.9.1 [Payments Free of
Taxes], then



          (i) the applicable interest rate in relation to that interest payment shall be (A) the
interest rate which would have applied to that interest payment as provided for in Section 4.1
[Interest Rate Options] divided by (B) 1 minus the rate at which the relevant Tax deduction is
required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where
the rate at which the relevant Tax deduction is required to be made is for this purpose expressed
as a fraction of 1); and



          (ii) the Swiss Borrower shall (A) pay the relevant interest at the adjusted rate in accordance
with paragraph (i) above, (B) make the Tax deduction on the interest so recalculated and (C) all
references to a rate of interest under the Agreement shall be construed accordingly.



     To the extent that interest payable by a Swiss Borrower under this Agreement becomes subject
to Swiss Withholding Tax, at the Borrowers’ expense, the Parties shall promptly cooperate in
completing any procedural formalities (including submitting forms and documents required by the
appropriate Tax authority) to the extent possible and necessary for the specific Swiss Borrower to
obtain the tax ruling from Swiss Federal Tax Administration.



     All the other provisions of Section 5.9 [Taxes] shall otherwise apply except for the gross-up
requirement provided for under Section 5.9.1 [Payments Free of Taxes].



5. PAYMENTS




     5.1 Payments. All payments and prepayments to be made in respect of principal,
interest, Facility Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts
due from the Borrowers hereunder shall be payable prior to 11:00 a.m. on the date when due without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the
Borrowers, and without set-off, counterclaim or other deduction of any nature, and an action
therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the
Principal Office for the account of PNC with respect to the Swing Loans and for the ratable
accounts of the Lenders with respect to the Revolving Credit Loans in U.S. Dollars (unless
specified otherwise herein) and in immediately available funds, and the Administrative



46









 




Agent shall promptly distribute such amounts to the Lenders in immediately available funds;
provided that in the event payments are received by 11:00 a.m. by the Administrative Agent
with respect to the Loans and such payments are not distributed to the Lenders on the same day
received by the Administrative Agent, the Administrative Agent shall pay the Lenders the Federal
Funds Effective Rate in the case of Loans or other amounts due in Dollars, or the Overnight Rate in
case of Loans or other amounts due in Optional Currency, with respect to the amount of such
payments for each day held by the Administrative Agent and not distributed to the Lenders. The
Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record
shall, in the absence of manifest error, be conclusive as the statement of the amount of principal
of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an
“account stated.” All payments of principal and interest made in respect of the Loans must be
repaid in the same currency (whether Dollars or the applicable Optional Currency) in which such
Loan was made and all Unpaid Drawings with respect to each Letter of Credit shall be made in the
same currency (whether Dollars or the applicable Optional Currency) in which such Letter of Credit
was issued. The Administrative Agent may (but shall not be obligated to) debit the amount of any
such payment which is not made by such time to any ordinary deposit account of the applicable
Borrower with the Administrative Agent.




     5.2 Pro Rata Treatment of Lenders. Each borrowing of Revolving Credit Loans shall be
allocated to each Lender according to its Ratable Share, and each selection of, conversion to or
renewal of any Interest Rate Option and each payment or prepayment by the Borrowers with respect to
principal, interest, Facility Fees, Letter of Credit Fees, or other fees (except for the
Administrative Agent’s Fee and the Issuing Lender’s fronting fee) or amounts due from the Borrowers
hereunder to the Lenders with respect to the Commitments and Loans, shall (except as otherwise may
be provided with respect to a Defaulting Lender and except as provided in Section 4.4.3
[Administrative Agent’s and Lender’s Rights] in the case of an event specified in Section 4.4
[Euro-Rate Unascertainable; Etc.], 5.6.2 [Replacement of a Lender] or 5.8 [Increased Costs]) be
payable ratably among the Lenders entitled to such payment in accordance with the amount of
principal, interest, Facility Fees, Letter of Credit Fees, and other fees or amounts then due or
payable such Lenders as set forth in this Agreement. Notwithstanding any of the foregoing, each
borrowing or payment or prepayment by the Borrowers of principal, interest, fees or other amounts
from the Borrowers solely with respect to Swing Loans shall be made by or to PNC according to
Section 2.5.5 [Borrowings to Repay Swing Loans].



     5.3 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon
security, or by any other non-pro rata source, obtain payment in respect of any principal of or
interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other
such obligations greater than the pro-rata share of the amount such Lender is entitled thereto,
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 Loans and such other
obligations 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 Loans and other amounts
owing them, provided that:



47









 





          (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, together with interest or other amounts, if any, required by Law
(including court order) to be paid by the Lender or the holder making such purchase; and



          (ii) the provisions of this Section 5.3 shall not be construed to apply to (x) any payment
made by the Borrowers pursuant to and in accordance with the express terms of the Loan Documents or
(y) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or Participation Advances to any assignee or participant, other
than to the Borrowers or any Consolidated Subsidiary thereof (as to which the provisions of this
Section 5.3 shall apply).


Each 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 each Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of each Borrower in the amount of
such participation.




     Any Lender that fails at any time to comply with the provisions of this Section 5.3 shall be
deemed a Defaulting Lender until such time as it performs its obligations hereunder and is not
otherwise a Defaulting Lender for any other reason. A Defaulting Lender shall, for the purposes of
effecting the participations required by this Section 5.3, be deemed to have assigned any and all
payments due to it from the Borrowers, whether on account of or relating to outstanding Loans,
Letters of Credit, interest, fees or otherwise, to the remaining non-defaulting Lenders for
application to, and reduction of, their respective Ratable Share of all outstanding Loans and other
unpaid Obligations of any of the Borrowers. The Defaulting Lender hereby authorizes the
Administrative Agent to distribute such payments to the non-defaulting Lenders in proportion to
their respective Ratable Share of all outstanding Loans and other unpaid Obligations of any of the
Borrowers to which such Lenders are entitled. A Defaulting Lender shall be deemed to have
satisfied the provisions of this Section 5.3 when and if, as a result of application of the
assigned payments to all outstanding Loans and other unpaid Obligations of any of the Borrowers to
the non-defaulting Lenders, the Lenders’ respective Ratable Share of all outstanding Loans and
unpaid Obligations have returned to those in effect immediately prior to such violation of this
Section 5.3.



     5.4 Presumptions by Administrative Agent. Unless the Administrative Agent shall have
received notice from the Borrowers prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the
Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have
made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such
event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing
Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the Issuing Lender, 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 greater



48









 




of the Federal Funds Effective Rate (or, for payments in an Optional Currency, the Overnight
Rate) and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.




     5.5 Interest Payment Dates. Interest on Loans to which the Base Rate Option applies
shall be due and payable in arrears on each Payment Date. Interest on Loans to which the Euro-Rate
Option applies shall be due and payable on the last day of each Interest Period for those Loans
and, if such Interest Period is longer than three (3) Months, also on the 90th day of such Interest
Period. Interest on mandatory prepayments of principal under Section 5.7 [Mandatory Prepayments;
Cash Collateralization] shall be due on the date such mandatory prepayment is due. Interest on the
principal amount of each Loan or other monetary Obligation shall be due and payable on demand after
such principal amount or other monetary Obligation becomes due and payable (whether on the stated
Expiration Date, upon acceleration or otherwise).



     5.6 Voluntary Prepayments.



          5.6.1 Right to Prepay. Each Borrower shall have the right at their option from time
to time to prepay the Loans in whole or part without premium or penalty (except as provided in
Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.10
[Indemnity]). Whenever any Borrower desires to prepay any part of the Loans, such Borrower shall
provide a prepayment notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day
prior to the date of prepayment of the Revolving Credit Loans and at least four (4) Business Days
prior to the date of prepayment of any Loans in an Optional Currency, or no later than 1:00 p.m. on
the date of prepayment of Swing Loans, setting forth the following information:




     (w) the date, which shall be a Business Day, on which the proposed prepayment
is to be made;




     (x) a statement indicating the application of the prepayment between the
Revolving Credit Loans and Swing Loans;




     (y) a statement indicating the application of the prepayment between Loans to
which the Base Rate Option applies and Loans to which the Euro-Rate Option applies;
and




     (z) the total principal amount of such prepayment, which shall be equal to (i)
in the case of any Base Rate Loan, $1,000,000 (or Dollar Equivalent thereof), with
minimum increments thereafter of $500,000 (or Dollar Equivalent thereof), (ii) in
the case of any Euro-Rate Loan, $5,000,000 (or Dollar Equivalent thereof), with
minimum increments thereafter of $1,000,000 (or Dollar Equivalent thereof), and
(iii) in the case of any Swing Loan, $500,000, with minimum increments thereafter of
$250,000 (prepayments of Loans with different Interest Rates or Interest Periods
shall be deemed separate prepayments for the purposes of the foregoing).



               Except as set forth in Section 2.1.3 [Optional Reductions], all prepayment notices shall be
irrevocable. Unless the prepayment notice is revoked in accordance with Section 2.1.3, the
principal amount of the Loans for which a prepayment notice is given, together



49









 




with interest on such principal amount except with respect to Loans to which the Base Rate Option
applies, shall be due and payable on the date specified in such prepayment notice as the date on
which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative
Agent’s and Lender’s Rights], if the Borrowers prepay a Loan but fails to specify the applicable
Borrowing Tranche which the Borrowers are prepaying, the prepayment shall be applied first to Loans
to which the Base Rate Option applies, and then to Loans to which the Euro-Rate Option applies
which are not in Optional Currencies, and then to Loans in Optional Currencies. Any prepayment
hereunder shall be subject to the Borrowers’ Obligation to indemnify the Lenders under Section 5.10
[Indemnity]. Prepayments shall be made in the currency in which such Loan was made, unless
otherwise directed by the Administrative Agent. Revolving Credit Loan prepayments shall not result
in a reduction of the Revolving Credit Commitments unless the Borrower have so elected pursuant to
Section 2.1.3 [Optional Reductions], or as may otherwise be provided in this Agreement.




          5.6.2 Replacement of a Lender. In the event any Lender (a) gives notice under Section
4.4 [Euro-Rate Unascertainable, Etc.], (b) requests compensation under Section 5.8 [Increased
Costs], or requires the Borrowers to pay any additional amount to any Lender or any Official Body
for the account of any Lender pursuant to Section 5.9 [Taxes], (c) is a Defaulting Lender, (d)
becomes subject to the control of an Official Body (other than normal and customary supervision),
or (e) is a Non-Consenting Lender referred to in Section 12.1 [Modifications, Amendments or
Waivers], then in any such event the Borrowers may, at their sole expense, 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
12.8 [Successors and Assigns]), all of its interests, rights and obligations under this Agreement
and the related Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided that:



          (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in
Section 12.8 [Successors and Assigns];



          (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and Participation 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 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other amounts);



          (iii) in the case of any such assignment resulting from a claim for compensation under Section
5.8 [Increased Costs] or payments required to be made pursuant to Section 5.9 [Taxes], such
assignment will result in a reduction in such compensation or payments thereafter; and



          (iv) such assignment does not conflict with applicable Law.


Solely with respect to circumstances described in Sections 5.6.2(a) through 5.6.2(c), 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, such circumstances entitling the Borrowers to require such






50









 







assignment and delegation cease to apply. Nothing in this Section 5.6 or in any other provision of
this Agreement shall be deemed to prejudice any rights that the Borrowers may have against any
Defaulting Lender.




     5.7 Mandatory Prepayments; Cash Collateralization.



          5.7.1 Mandatory Prepayments of Loans. If on any date (after giving effect to any
other payments on such date)(A) the aggregate Dollar Equivalent amount of Revolving Facility Usage
exceeds the aggregate Revolving Credit Commitments, (B) the Dollar Equivalent amount of Revolving
Credit Loans from a Lender exceeds such Lender’s Revolving Credit Commitment minus such Lender’s
Ratable Share of the Dollar Equivalent amount of Letter of Credit Obligations, or (C) the Swing
Loans outstanding exceed the Swing Loan Sublimit; then, in the case of each of the foregoing, the
applicable Borrower or the Company shall prepay on such date the principal amount of Loans and,
after Loans have been paid in full, any Unpaid Drawings, in an aggregate amount at least equal to
such excess and conforming in the case of partial prepayments of Loans to the requirements as to
the amounts of partial prepayments of Loans that are contained in Section 5.6 [Voluntary
Prepayments]; provided, however, that if such excess results solely from fluctuations in the
exchange rates related to any Optional Currencies applicable to any of the Loans or unpaid
drawings, then neither the applicable Borrower nor the Company shall be obligated to make a
prepayment pursuant to this Section 5.7.1 unless and/or until (1) the aggregate Dollar Equivalent
amount of Revolving Facility Usage exceeds 105% of the aggregate of the Revolving Credit
Commitments, or (2) the Dollar Equivalent amount of Revolving Credit Loans from a Lender exceeds
105% of such Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the Dollar
Equivalent amount of Letter of Credit Obligations.




          5.7.2 Application Among Interest Rate Options. All prepayments required pursuant to this
Section 5.7 shall first be applied among the Interest Rate Options to the principal amount of the
Loans subject to the Base Rate Option, then to Loans denominated in Dollars and subject to a
Euro-Rate Option, then to Loan of Optional Currencies subject to the Euro-Rate Option, and the
Borrowers will be subject to the indemnity obligations set forth in Section 5.8 [Increased Costs]
and Section 5.9 [Taxes]. In accordance with Section 5.10 [Indemnity], the Borrower shall indemnify
the Lenders for any loss or expense, including loss of margin, incurred with respect to any such
prepayments applied against Loans subject to a Euro-Rate Option on any day other than the last day
of the applicable Interest Period.




          5.7.3 Cash Collateralization. If on any date the Dollar Equivalent of Letter of Credit
Obligations exceeds the Letter of Credit Sublimit, then the Issuing Lender shall pay to the
Administrative Agent an amount in cash equal to such excess and the Administrative Agent shall hold
such payment as security for the Reimbursement Obligations of the Issuing Lender hereunder in
respect of Letters of Credit; provided, however, that if such excess results solely from
fluctuations in the exchange rates related to any Optional Currencies applicable to any of the
Letter of Credit Obligations, then the Issuing Lender shall not be obligated to make a cash payment
to the Administrative Agent pursuant to this Section 5.7.3 unless and/or until such Letter of
Credit Obligations equal or exceed 105% of the Letter of Credit Sublimit.







51









 








          5.7.4 Application of Prepayments. All prepayments pursuant to this Section 5.7 shall be
applied to reduce the Revolving Credit Loans (without a permanent corresponding Revolving Credit
Commitment reduction unless otherwise provided in this Agreement).




          5.7.5 No Deemed Cure. The payment of any mandatory prepayment as required by this Section
5.7 shall not be deemed to cure any Event of Default caused under another provision of this
Agreement by the same occurrence which gave rise to the mandatory prepayment obligation under this
Section.




     5.8 Increased Costs.



          5.8.1 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 reflected in the
Euro-Rate) or the Issuing Lender;



          (ii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect
to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan under
the Euro-Rate Option made by it, or change the basis of taxation of payments to such Lender or the
Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section
5.9 [Taxes] and the imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the Issuing Lender); or



          (iii) impose on any Lender, the Issuing Lender or the London interbank market any other
condition, cost or expense affecting this Agreement or any Loan under the Euro-Rate Option made by
such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Loan under the Euro-Rate Option (or of maintaining its obligation to make any such
Loan), or to increase the cost to such Lender or the Issuing Lender 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
the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the Issuing Lender, the Borrowers will pay to such Lender or the Issuing
Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the
Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.




          5.8.2 Capital Requirements. If any Lender or the Issuing Lender determines that any
Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or
such Lender’s or the Issuing Lender’s holding company, if any, regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s
capital or on the capital of such Lender’s or the Issuing Lender’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 held by, such Lender, or the Letters of



52









 





Credit issued by the
Issuing Lender, to a level below that which such Lender or the Issuing
Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for
such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and
the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital
adequacy), then from time to time the Borrowers will pay to such Lender or the Issuing Lender, as
the case may be, such additional amount or amounts as will compensate such Lender or the Issuing
Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.



          5.8.3 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New
Loans. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may
be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.8.2 [Capital Requirements] and
setting forth in reasonable detail the calculations necessary to determine such amount or amounts,
and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay
such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such
certificate within ten (10) days after receipt thereof.



          5.8.4 Delay in Requests. Each Lender agrees to promptly give the Borrowers notice of
any demand for compensation pursuant to this Section. Failure or delay on the part of any Lender
or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or the Issuing Lender’s right to demand such compensation, provided that
the Borrowers shall not be required to compensate a Lender or the Issuing Lender pursuant to this
Section for any increased costs incurred or reductions suffered more than six (6) months prior to
the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrowers of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing
Lender’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 six (6) month period referred to above
shall be extended to include the period of retroactive effect thereof).



          5.8.5 Designation of Alternate Lending Office. If any Lender requests compensation
under this Section 5.8, or if any Borrower is required to pay any additional amount to any Lender
or any Official Body for the account of any Lender pursuant to Section 5.9, then such Lender shall
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 reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 5.8 or 5.9, as applicable, in the future,
and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender in any respect. The Company hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.



     5.9 Taxes.



          5.9.1 Payments Free of Taxes. Any and all payments by or on account of any obligation
of the Borrowers hereunder or under any other Loan Document shall be made free and



53









 




clear of and
without reduction or withholding for any Indemnified Taxes or Other Taxes;
provided that if the Borrowers shall be required by applicable Law to deduct or
withhold any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required deductions and
withholdings (including deductions and withholdings applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Lender, as the case may be, receives a
net payment equal to the amount it would have received had no such deductions or withholdings been
made, (ii) the Borrowers shall make such deductions and withholdings and (iii) the Borrowers shall
timely pay the full amount deducted to the relevant Official Body in accordance with applicable
Law. For the avoidance of doubt, Borrowers’ obligations hereunder shall apply regardless of
whether the Indemnified Taxes or other Taxes are an obligation of any Borrower or of any Lender.
Each Foreign Borrower undertakes to provide the Administrative Agent, promptly upon request, with
such documents as may be reasonably necessary under any Law or treaty for the availability of any
relief from a foreign jurisdiction withholding or other applicable tax.




     Each Lender participating in any Loan to a Swiss Borrower represents and warrants as of the
date of this Agreement that it is a Qualifying Bank or, if participating in any Loan as a Permitted
Non-Qualifying Lender, that any information given by it to all Swiss Borrowers to determine whether
they would constitute one (1) person only for the purposes of the Swiss Bank Rules is accurate in
all material respects and each Lender becoming a Lender by assignment or transfer under Section
12.8.2 [Assignments by Lenders] shall represent and warrant as of the effective date of such
assignment or transfer that it is a Qualifying Bank by delivery of its Assignment and Assumption
Agreement or, if it is a Permitted Non-Qualifying Lender, that any information given by it to the
Swiss Borrowers to determine compliance with the Swiss Bank Rules is accurate in all material
respects.



          5.9.2 Payment of Other Taxes by the Borrowers. Without limiting the provisions of
Section 5.9.1 [Payments Free of Taxes] above, the Borrowers shall timely pay any Other Taxes to the
relevant Official Body in accordance with applicable Law.




          5.9.3 Indemnification by the Borrowers. The Borrowers shall indemnify the
Administrative Agent, each Lender and the Issuing Lender, within thirty (30) days after demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid
by the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Official Body. A certificate as to the amount of such payment or liability delivered to
the Borrowers by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be
conclusive absent manifest error.




          5.9.4 Evidence of Payments. Within thirty (30) days after any payment of Indemnified
Taxes or Other Taxes by the Borrowers to an Official Body, the Borrowers shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Official Body
evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.







54









 








          5.9.5 Status of Lenders. Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the Law of the jurisdiction in which any Borrower is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrowers (with a copy to the
Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by
the Borrowers or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable Law as will permit such payments to be made without withholding or at a
reduced rate of withholding. Notwithstanding the submission of such documentation claiming a
reduced rate of or exemption from U.S. withholding tax, the Administrative Agent shall be entitled
to withhold United States federal income taxes at the full 30% withholding rate if in its
reasonable judgment it is required to do so under the due diligence requirements imposed upon a
withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations. Further, the
Administrative Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations
against any claims and demands of any Lender or assignee or participant of a Lender for the amount
of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal
Revenue Code. In addition, any Lender, if requested by the Borrowers or the Administrative Agent,
shall deliver such other documentation prescribed by applicable Law or reasonably requested by the
Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or information reporting
requirements. If any Foreign Lender fails to comply with the provisions in this Section 5.9, then
the Company shall not have any obligation to increase the sum payable to such Lender pursuant to
Section 5.9 [Taxes] or to indemnify such Lender pursuant to this Section 5.9 for Taxes (included
related penalties, interest and expenses) imposed by the United States or any political subdivision
thereof.



          If the Administrative Agent, any Lender or the Issuing Lender, determines in its sole
discretion, that it has received a refund of any taxes in respect of or calculated with reference
to Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or with
respect to which a Borrower has paid additional amounts pursuant to this Section 5.9, it shall pay
over such refund to such Borrower within thirty (30) days after receipt of such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by such Borrower under this
Section 5.9 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net
of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender
(including any Taxes imposed with respect to such refund) as is determined by the Administrative
Agent, such Lender or the Issuing Lender in good faith and in its sole discretion, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund); provided that such Borrower, upon the request of the Administrative Agent, such
Lender or the Issuing Lender, agrees to repay as soon as reasonably practicable the amount paid
over to such Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Lender or the Issuing Lender in the event
the Administrative Agent, such Lender or the Issuing Lender is required to repay such refund to
such Governmental Authority. Notwithstanding the foregoing, none of the Lenders or the
Administrative Agent shall be obligated to pursue such refund, if in its sole good faith judgment,
such action would be disadvantageous to it. This Section shall not be construed to require the
Administrative Agent,



55









 




any Lender or the Issuing Lender to make available its tax returns (or any other information
relating to its Taxes which it deems confidential) to the Borrowers or any other Person.




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



          (i) two (2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States of America is a party,



          (ii) two (2) duly completed valid originals of IRS Form W-8ECI,



          (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender
is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) two (2) duly
completed valid originals of IRS Form W-8BEN,



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



          (v) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to the
Administrative Agent two (2) originals of an IRS Form W-9 or any other form prescribed by
applicable Law demonstrating that such Lender is not a Foreign Lender.



     If a payment made to a Lender under this Agreement would not be subject (in whole or in part)
to U.S. federal withholding tax imposed by FATCA if such Lender were to comply with the applicable
reporting or disclosure requirements of FATCA (including, but not limited to, those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company
and Administrative Agent, at the time or times prescribed by Law and at such time or times
reasonably requested by the Company or Administrative Agent, such documentation or certifications
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and
such additional documentation or certifications reasonably requested by the Company or
Administrative Agent as may be necessary for the Company or Administrative Agent to comply with its
obligations to withhold or report under FATCA, to determine that such Lender has complied with such
Lender’s obligations under FATCA, or to determine the amount (if any) to deduct and withhold from
such payment.



          5.9.6 Lenders’ Cooperation in Tax Matters. Promptly upon request by the
Administrative Agent, at the Borrowers’ expense, each of the Lenders agrees to cooperate in
completing any procedural formalities necessary for any Borrower to obtain authorization to



56









 




make any payments under this Agreement without any deduction or withholding for or on account
of taxes from a payment under a Loan Document. Each of the Lenders further agrees to provide such
information as any Swiss Borrower may reasonably request from time to time to determine such Swiss
Borrower’s compliance with Swiss Bank Rules.




          Within thirty (30) days after request by any Lender that holds a passport under the HMRC DT
Treaty Passport scheme and which wishes that scheme to apply to this Agreement, the Company shall
file a duly completed form DTTP-2 [Notification of a loan from a Double Taxation Treaty Passport
Holder] in respect of such Lender, with HM Revenue and Customs and shall promptly provide Lender
with a copy of that filing.



     5.10 Indemnity. In addition to the compensation or payments required by Section 5.8
[Increased Costs] or Section 5.9 [Taxes], the Borrowers shall indemnify each Lender against all
liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses
and any loss 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) which such Lender sustains or incurs as a
consequence of any:



          (i) payment, prepayment, conversion or renewal of any Loan to which a Euro-Rate Option applies
on a day other than the last day of the corresponding Interest Period (whether or not such payment
or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is
then due),



          (ii) attempt by any Borrower to revoke (expressly, by later inconsistent notices or otherwise)
in whole or part any Loan Requests under Section 2.4 [Revolving Credit Loan Requests; Swing Loan
Requests] or Section 4.2 [Interest Periods] or notice relating to prepayments under Section 5.6
[Voluntary Prepayments], or



          (iii) default by any Borrower in the performance or observance of any covenant or condition
contained in this Agreement or any other Loan Document, including any failure of the Borrowers to
pay when due (by acceleration or otherwise) any principal, interest or any other amount due
hereunder.



          If any Lender sustains or incurs any such loss or expense, it shall from time to time notify
the Borrowers of the amount determined in good faith by such Lender (which determination may
include such assumptions, allocations of costs and expenses and averaging or attribution methods as
such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or
expense. Such notice shall set forth in reasonable detail the basis for such determination. Such
amount shall be due and payable by the Borrowers to such Lender ten (10) Business Days after such
notice is given.



     5.11 Settlement Date Procedures. In order to minimize the transfer of funds between
the Lenders and the Administrative Agent, the Borrowers may borrow, repay and reborrow Swing Loans
and PNC may make Swing Loans as provided in Section 2.1.4 [Swing Loan Commitment] hereof during the
period between Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable
Share of the total of the Revolving Credit Loans and the



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Swing Loans (each a “Required Share”). On such Settlement Date, each Lender shall pay to the
Administrative Agent the amount equal to the difference between its Required Share and its
Revolving Credit Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of
all payments made by the Borrowers to the Administrative Agent with respect to the Revolving Credit
Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing
sentence on the proposed Borrowing Dates for Revolving Credit Loans and on the dates in which any
optional or mandatory prepayments are made hereunder and may at its option effect settlement on any
other Business Day. These settlement procedures are established solely as a matter of
administrative convenience, and nothing contained in this Section 5.11 shall relieve the Lenders of
their obligations to fund Revolving Credit Loans on dates other than a Settlement Date pursuant to
Section 2.1.4 [Swing Loan Commitment]. The Administrative Agent may at any time at its option for
any reason whatsoever require each Lender to pay immediately to the Administrative Agent such
Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time
require the Administrative Agent to pay immediately to such Lender its Ratable Share of all
payments made by the Borrowers to the Administrative Agent with respect to the Revolving Credit
Loans.




6. REPRESENTATIONS AND WARRANTIES




     6.1 Representations and Warranties. The Borrowers, jointly and severally, represent
and warrant to the Administrative Agent and each of the Lenders as follows:



          6.1.1 Organization and Qualification; Power and Authority; Compliance With Laws; Title to
Properties; Event of Default. Each of the Company and its Consolidated Subsidiaries (i) is a
corporation, partnership or limited liability company (or foreign jurisdictional equivalent) duly
organized or formed, as applicable, validly existing and in good standing under the laws of its
jurisdiction of organization or formation, as applicable, (ii) has all requisite corporate,
partnership or limited liability company (or foreign equivalent) power, and has all governmental
licenses, authorizations, consents and approvals necessary to own its assets and carry on its
business as now being or as proposed to be conducted, except in the case of such licenses,
authorizations, consents and approvals, where the failure to obtain them would not have a Material
Adverse Effect; and (iii) is duly licensed or qualified and in good standing (or foreign
jurisdictional equivalent) in each jurisdiction where such licensing or qualification is required,
except where the failure to be licensed, qualified or in good standing will not result in a
Material Adverse Effect. No Event of Default or Potential Default exists or is continuing.



          6.1.2 Consolidated Subsidiaries and Owners; Investment Companies. Schedule
6.1.2 is a complete and correct list, as of the date of this Agreement, of all Consolidated
Subsidiaries of the Company and of all Investments held by the Company or any of its Consolidated
Subsidiaries in any material joint venture or other similar Person. The Company owns, free and
clear of Liens, all outstanding shares of its Consolidated Subsidiaries and all such shares are
validly issued, fully paid and non-assessable (except in the case of RPM Canada Company) and the
Company (or the respective Consolidated Subsidiary of the Company) also owns, free and clear of
Liens, all such Investments.



          6.1.3 Corporate Action. Each Borrower has all necessary corporate, partnership or
limited liability company (or foreign equivalent) power, as applicable, and



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authority to execute, deliver and perform its obligations under the Loan Documents to which it
is a party; the execution, delivery and performance by each Borrower of the Loan Documents to which
it is a party have been duly authorized by all necessary corporate, partnership or limited
liability company (or foreign equivalent) action, as applicable; and this Agreement has been duly
and validly executed and delivered by each Borrower and constitutes the legal, valid and binding
obligation of such Borrower and, on the Closing Date, each of the other Loan Documents to which the
Borrowers are to be a party will constitute their legal, valid and binding obligation, in each case
enforceable in accordance with their terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the
enforcement or creditors’ rights generally and by general equitable principles.




          6.1.4 No Breach. Neither the execution and delivery of this Agreement or the other
Loan Documents by any Borrower nor the consummation of the transactions herein or therein
contemplated or compliance with the terms and provisions hereof or thereof by any of them will
conflict with, constitute a breach of, or require any consent under, the Organizational Documents
of the Company or any of its Consolidated Subsidiaries, or any applicable law or regulation, or any
order, writ, injunction or decree of any court or governmental authority or agency, or any Loan
Document or other material agreement or instrument to which the Company or any of its Consolidated
Subsidiaries is a party or by which it is bound or to which it is subject, or constitute a default
under any such material agreement or instrument, or result in the creation or imposition of any
Lien upon any of the revenues or assets of the Company or any of its Consolidated Subsidiaries
pursuant to the terms of any such agreement or instrument.




          6.1.5 Litigation. Except as disclosed in the Disclosure Documents, there are no legal
or arbitral proceedings or any proceedings by or before any governmental or regulatory authority or
agency, now pending or, to the knowledge of the Company, threatened against or affecting the
Company or any Consolidated Subsidiary of such the Company which could reasonably be expected to
have a Material Adverse Effect or which in any manner draws into question the validity of any
material provision of any Loan Document. The disclosure of litigation to the Lenders pursuant to
this Section does not necessarily mean that such litigation is of the type described in this
Section or that the Company believes that such litigation has any merit whatsoever.




          6.1.6 Approvals. Each of the Company and its Consolidated Subsidiaries has obtained all
material authorizations, approvals and consents of, and has made all filings and registrations
with, any governmental or regulatory authority or agency and any third party necessary for the
execution, delivery or performance by it of any Loan Document to which it is a party, or for the
validity or enforceability thereof.




          6.1.7 Margin Stock. None of the Company or any Consolidated Subsidiaries of the
Company engages or intends to engage principally, or as one of its important activities, in the
business of extending credit for the purpose, immediately, incidentally or ultimately, of
purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by
the Board of Governors of the Federal Reserve System). No part of the proceeds of any Loan has
been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or
which is inconsistent with the provisions of the regulations of the Board of






59









 







Governors of the Federal Reserve System. None of the Borrowers or any Consolidated Subsidiary
of any Borrower holds or intends to hold margin stock in such amounts that more than 25% of the
reasonable value of the assets of any Borrower or any Consolidated Subsidiary of any Borrower are
or will be represented by margin stock.




          6.1.8 Information.



     (a) Neither this Agreement nor any other Loan Document, nor any certificate, statement,
agreement or other documents furnished to the Administrative Agent or any Lender in connection
herewith or therewith, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein and therein, in light of
the circumstances under which they were made, not misleading.



     (b) Without limiting the generality of paragraph (a):



          (i) The audited consolidated balance sheet of the Company and its Consolidated Subsidiaries as
of May 31, 2010 and the audited consolidated statements of income, shareholders’ equity and cash
flows for the fiscal year ended May 31, 2010 (collectively, the “Statements”) have been prepared in
accordance with GAAP consistently applied. The Statements fairly present the financial position of
the Company and its Consolidated Subsidiaries as of May 31, 2010 and the results of their operation
and their cash flows for the fiscal year ended May 31, 2010 in conformity with GAAP.



          (ii) The unaudited balance sheet of the Company and its Consolidated Subsidiaries as of August
31, 2010 and the unaudited consolidated statements of income, shareholders’ equity and cash flows
for the three months then ended have been prepared in accordance with GAAP consistently applied,
and fairly present the financial position of the Company and its Consolidated Subsidiaries as of
August 31, 2010 and the results of their operations and their cash flows for the three months then
ended in conformity with GAAP (subject to normal year-end adjustments).



          (iii) The Company and its Consolidated Subsidiaries did not on the date of the balance sheet
referred to in clause (i) above, and will not on the Closing Date, have any material contingent
liabilities, material liabilities for taxes, unusual and material forward or long-term commitments
or material unrealized or anticipated losses from any unfavorable commitments, except as referred
to or reflected or provided for in said balance sheet.



     (c) The Company has disclosed to the Lenders in writing any and all facts (other than general
economic or industry conditions) which have or may have a Material Adverse Effect.



     (d) Since May 31, 2010, no event has occurred and no condition has come into existence which
has had, or is reasonably likely to have, a Material Adverse Effect.



          6.1.9 Taxes. All federal, state, provincial, local and other material tax returns
required to have been filed with respect to the Company and each Consolidated Subsidiary of the
Company have been filed, and payment or adequate provision has been made for the payment of all
taxes, fees, assessments and other governmental charges which have or may become due pursuant to
said returns or to assessments received, except to the extent that such taxes, fees,



60









 




assessments and other charges may be contested as permitted by Section 8.1.2 [Payment of
Liabilities, Including Taxes, Etc.]. There are no material tax disputes or contests pending as of
the Closing Date. The charges, accruals and reserves on the books of the Company and its
Consolidated Subsidiaries in respect of taxes and other governmental charges are, in the opinion of
the Company, adequate.




          6.1.10 Ownership and Use of Properties. Each of the Company and each Consolidated
Subsidiary of the Company will have on the Closing Date and at all times thereafter, legal title or
ownership of, or the right to use pursuant to enforceable and valid agreements or arrangements, all
tangible property, both real and personal, and all franchises, licenses, copyrights, patents and
know-how which is material to the operation of its business to be conducted.



          6.1.11 Anti-Terrorism Law Compliance. Neither the Company nor any of its Consolidated
Subsidiaries is subject to or in violation of any law, regulation, or list of any government agency
(including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No.
13224 or the USA PATRIOT Act) that prohibits or limits the conduct of business with or the
receiving of funds, goods or services to or for the benefit of certain Persons specified therein or
that prohibits or limits any Lender or the Issuing Lender from making any advance or extension of
credit to any Borrower or from otherwise conducting business with the Company or any of its
Consolidated Subsidiaries.



          6.1.12 Investment Company Act. Neither the Company nor any of its Consolidated
Subsidiaries is an investment company within the meaning of the Investment Company Act of 1940, as
amended, or directly or indirectly, controlled by or acting on behalf of any Person which is an
investment company within the meaning of said Act.



          6.1.13 ERISA Compliance. (i) The Company and each member of the ERISA Group have
fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect
to each Plan and each Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other federal or state Laws. Neither the Company nor any member of the
ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Code
in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan, or made any amendment to any Plan, which has resulted or could result in the
imposition of a Lien or the posting of a bond or other security under ERISA or the Code or (iii)
incurred any liability under Title IV of ERISA (other than a liability to the PBGC for premiums
under Section 4007 of ERISA).



          6.1.14 Environmental Matters. Except as disclosed in the Disclosure Documents,
neither the Company nor any of its Consolidated Subsidiaries has (i) failed to obtain any permits,
certificates, licenses, approvals, registrations and other authorizations which are required under
any applicable Environmental Law where failure to have any such permit, certificate, license,
approval, registration or authorization would have a Material Adverse Effect; (ii) failed to comply
with the terms and conditions of all such permits, certificates, licenses, approvals, registrations
and authorizations, and are also in compliance with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained
in any applicable Environmental Law or in any notice or demand letter



61









 




from any regulatory authority issued, entered, promulgated or approved thereunder where
failure to comply would have a Material Adverse Effect; or (iii) failed to conduct its business so
as to comply in all respects with applicable Environmental Laws where failure to so comply would
have a Material Adverse Effect. The disclosure of any failure or alleged failure to the Lenders
pursuant to this Section does not necessarily mean that such failure is of the type described in
this Section or that any such allegations has any merit whatsoever.




     7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT




     The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of
Credit hereunder is subject to the performance by each of the Borrowers of their Obligations to be
performed hereunder at or prior to the making of any such Loans or issuance of such Letters of
Credit and to the satisfaction of the following further conditions:



     7.1 First Loans and Letters of Credit.



          7.1.1 Deliveries. On the Closing Date, the Administrative Agent shall have received
each of the following in form and substance satisfactory to the Administrative Agent:



          (i) A certificate of the Company signed by an Authorized Officer of the Company, dated the
Closing Date stating that (A) all representations and warranties of the Borrowers set forth in this
Agreement are true and correct in all material respects, (B) the Borrowers are in compliance with
each of the covenants and conditions hereunder, (C) no Event of Default or Potential Default exists
and (D) there is no litigation or proceedings of which it is aware before any courts, arbitrators
or governmental or regulatory agencies affecting the Company or any of its Consolidated
Subsidiaries which could reasonably be expected to have a Material Adverse Effect;



          (ii) A certificate dated the Closing Date and signed by the Secretary or an Assistant
Secretary or Director of each of the Borrowers, certifying as appropriate as to: (a) all action
taken by each Borrower in connection with this Agreement and the other Loan Documents; (b) the
names of the Authorized Officers authorized to sign the Loan Documents and their true signatures;
and (c) copies of its organizational documents as in effect on the Closing Date certified by the
appropriate state official where such documents are filed in a state office together with
certificates from the appropriate state officials as to the continued existence and good standing
(or foreign jurisdictional equivalent in each jurisdiction where such certification is required) of
each Borrower in each state where organized or qualified to do business;



          (iii) This Agreement and each of the other Loan Documents signed by an Authorized Officer;



          (iv) Opinions of counsel for each of the Borrowers, dated the Closing Date, each in form and
substance acceptable to the Administrative Agent and the Lenders;



          (v) A duly completed Compliance Certificate as of the last day of the fiscal quarter of
Company most recently ended prior to the Closing Date, signed by an Authorized Officer of the
Company;



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          (vi) Evidence that the Credit Agreement dated as of December 29, 2006 among the Borrowers, the
other foreign borrowers a party thereto, the lenders a party thereto and PNC, as successor in
interest to National City Bank, as administrative agent, has been terminated, and all outstanding
obligations thereunder have been paid and all Liens securing such obligations have been released;



          (vii) a completed and executed Loan Request from the Borrowers in substantially the form of
Exhibit 2.5.1 [and Swing Loan Request from the Borrowers in substantially the form of
Exhibit 2.5.2]; and



          (viii) Such other documents in connection with such transactions as the Administrative Agent
or said counsel may reasonably request, including all information required under applicable
“Know-Your-Customer” and anti-money laundering rules and regulations, including the U.S. PATRIOT
Act.



          7.1.2 Payment of Fees. The Borrowers shall have paid all fees payable on or before
the Closing Date as required by this Agreement, the Administrative Agent’s Letter or any other Loan
Document.



          7.1.3 Due Diligence. All legal details and proceedings in connection with the
transactions contemplated by this Agreement, the Notes and all other Loan Documents, including, but
not limited to, the business, legal, accounting and financial due diligence with respect to the
Borrowers, shall be in form and scope satisfactory to the Administrative Agent and the Lenders.



     7.2 Each Loan or Letter of Credit. At the time of making any Loans or issuing,
extending or increasing any Letters of Credit and after giving effect to the proposed extensions of
credit: (i) all representations, warranties of the Loan Parties under Article 6, other than the
representation and warranty in Section 6.1.8(d), shall then be true and correct in any respect (in
the case of any representation or warranty containing a materiality qualification) or in any
material respect (in the case of any representation of warranty without any materiality
qualifications) (except representations and warranties which expressly relate to an earlier date or
time, which representations or warranties shall be true and correct on and as of the specific dates
or times referred to therein), (ii) no Event of Default or Potential Default shall have occurred
and be continuing, (iii) the making of the Loans or issuance, extension or increase of such Letter
of Credit shall not contravene any Law applicable to any Borrower or Consolidated Subsidiary of any
Borrower or any of the Lenders, and (iv) the Borrowers shall have delivered to the Administrative
Agent a duly executed and completed Loan Request or to the Issuing Lender an application for a
Letter of Credit, as the case may be or telephonic notice of such request pursuant to Section 2.4.1
[Revolving Credit Loan Requests].



8. COVENANTS




     The Borrowers, jointly and severally, covenant and agree that until Payment In Full, the
Borrowers shall comply at all times with the following covenants:



63









 





     8.1 Affirmative Covenants.



          8.1.1 Preservation of Existence, Etc. Each Borrower shall, and shall cause each of
its Consolidated Subsidiaries to, maintain its legal existence as a corporation, limited
partnership or limited liability company (or foreign equivalent) and its license or qualification
and good standing in each jurisdiction in which its ownership or lease of property or the nature of
its business makes such license or qualification necessary, provided that nothing herein
shall prevent (i) the consolidation or merger (and resulting dissolution) of any Consolidated
Subsidiary of the Company into the Company so long as the Company is the surviving corporation,
(ii) the consolidation or merger of any Consolidated Subsidiary of the Company into any other
Consolidated Subsidiary of the Company so long as, in the case of such mergers or consolidations
involving one or more Foreign Borrowers, either (A) a Foreign Borrower is the surviving entity, or
(B) to the extent a Foreign Borrower is not the surviving corporation, such Foreign Borrower has
been released in accordance with Section 12.15.2 [Release of Foreign Borrowers], (iii) the sale of
any Consolidated Subsidiary of the Company which is not a Significant Subsidiary so long as, in the
case of any Foreign Borrower, such Foreign Borrower has been released in accordance with Section
12.15.2 [Release of Foreign Borrowers], (iv) the sale of any Consolidated Subsidiary of the Company
as long as such Consolidated Subsidiary remains a Consolidated Subsidiary of the Company, (v) the
termination of corporate, partnership or limited liability company (or foreign equivalent)
existence, dissolution or abandonment by the Company of any Consolidated Subsidiary which is a not
a Significant Subsidiary so long as, in the case of any Foreign Borrower, such Foreign Borrower has
been released in accordance with Section 12.15.2 [Release of Foreign Borrowers], (vi) the
termination of partnership or limited liability company (or foreign equivalent) existence or
dissolution by the Company or any Consolidated Subsidiary so long as such termination of
partnership or limited liability company (or foreign equivalent) or dissolution is effectuated
between Consolidated Subsidiaries of the Company and, in the case of any Foreign Borrower, such
Foreign Borrower has been released in accordance with Section 12.15.2 [Release of Foreign
Borrowers], and (vii) any sale, lease or transfer of assets not prohibited by Section 8.2.3
[Liquidations, Mergers, Consolidations, Acquisitions].



          8.1.2 Payment of Liabilities, Including Taxes, Etc. Each Borrower shall, and the
Company shall cause each of its Consolidated Subsidiaries to, duly pay and discharge all material
liabilities to which it is subject or which are asserted against it, promptly as and when the same
shall become due and payable, including all material taxes, assessments and governmental charges
upon it or any of its properties, assets, income or profits, prior to the date on which penalties
attach thereto, and all material lawful claims which, if unpaid, might become a Lien upon the
property of such Borrower or such Consolidated Subsidiary, provided that neither the Borrowers nor
the Company’s Consolidated Subsidiaries shall be required to pay any such taxes, assessments or
charges, levy or claim the payment of which is being contested in good faith and by proper
proceedings if it maintains adequate reserves with respect thereto and if such contest, proceedings
and reserves have been described in a certificate of a Senior Officer delivered to the Lenders.



          8.1.3 Maintenance of Insurance. The Company shall, and shall cause each of its
Consolidated Subsidiaries to, maintain insurance with responsible companies in such amounts and
against such risks as is usually carried by companies of established repute engaged in the



64









 




same or similar businesses, owning similar properties and located in the same general areas as
the Company and its Consolidated Subsidiaries.




          8.1.4 Maintenance of Properties and Leases. Each Borrower shall, and shall cause each
of its Consolidated Subsidiaries to, maintain in good repair, working order and condition (ordinary
wear and tear excepted and having regard to the condition of such properties at the time such
properties were acquired by such Borrowers) in accordance with the general practice of other
businesses of similar character and size, all of those properties useful or necessary to its
business, and from time to time, such Borrower will make or cause to be made all appropriate
repairs, renewals or replacements thereof.



          8.1.5 Visitation Rights. Each Borrower shall, and shall cause each of its
Consolidated Subsidiaries to, permit any of the officers or authorized employees or representatives
of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to
examine and make excerpts from its books and records and discuss its business affairs, finances and
accounts with its officers, all in such detail and at such times and as often as any of the Lenders
may reasonably request, provided that each Lender shall provide the Borrowers and the
Administrative Agent with reasonable notice prior to any visit or inspection. In the event any
Lender desires to conduct an audit of any Borrower, such Lender shall make a reasonable effort to
conduct such audit contemporaneously with any audit to be performed by the Administrative Agent.
Absent an Event of Default, such visits and inspections shall be limited to one time per year. Any
Lender may accompany the Administrative Agent on such visitation or inspection. All such
inspections shall be on a Business Day during normal business hours.



          8.1.6 Keeping of Records and Books of Account. The Borrowers shall, and shall cause
each Consolidated Subsidiary of the Borrowers to, maintain and keep proper books of record and
account which enable the Company and its Consolidated Subsidiaries to issue financial statements in
accordance with GAAP and as otherwise required by applicable Laws of any Official Body having
jurisdiction over the Borrowers or any Consolidated Subsidiary of the Borrowers, and in which full,
true and correct entries shall be made in all material respects of all its dealings and business
and financial affairs.



          8.1.7 Compliance with Laws. The Company shall, and shall cause each of its
Consolidated Subsidiaries to, comply with all applicable Laws, including all Environmental Laws, in
all respects; provided that it shall not be deemed to be a violation of this Section 8.1.7
if any failure to comply with any Law would not result in fines, penalties, remediation costs,
other similar liabilities or injunctive relief which in the aggregate would constitute a Material
Adverse Effect except where contested in good faith and by proper proceedings if it maintains
adequate reserves with respect thereto and if such contest, proceedings and reserves have been
described in a certificate of a Senior Officer delivered to the Lenders.



          8.1.8 Litigation. The Company will promptly give to the Administrative Agent (which
shall promptly notify each Lender) notice in writing of all litigation and of all legal or arbitral
proceedings of which it is aware before any courts, arbitrators or governmental or regulatory
agencies affecting the Company or any of its Consolidated Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.



65









 





          8.1.9 Environmental Matters. The Company will promptly give to the Lenders notice in
writing of any complaint, order citation, notice or other written communication from any Person
with respect to, or if the Company becomes aware after due inquiry of, (i) the existence or alleged
existence of a violation of any applicable Environmental Law or Environmental Liability at, upon,
under or within any property now or previously owned, leased, operated or used by the Company or
any of its Consolidated Subsidiaries or any part thereof, or due to the operations or activities of
the Company, any Consolidated Subsidiary on or in connection with such property or any part thereof
(including receipt by the Company or any Consolidated Subsidiary of any notice of the happening of
any event involving the Release of a reportable quantity under any applicable Environmental Law or
cleanup of any Hazardous Substance), (ii) any Release on such property or any part thereof in a
quantity that is reportable under any applicable Environmental Law, (iii) the commencement of any
cleanup pursuant to or in accordance with any applicable Environmental Law or any Hazardous
Substances on or about such property or any part thereof and (iv) any pending or threatened
proceeding for the termination, suspension or non-renewal of any permit required under any
applicable Environmental Law, in each case which individually or in the aggregate could reasonably
be expected to have a Material Adverse Effect.



     8.2 Negative Covenants.



          8.2.1 Negative Pledge. The Company will not, and will not permit any of its
Consolidated Subsidiaries to, create or suffer to exist any Lien upon any property or assets, now
owned or hereafter acquired, securing any Indebtedness or other obligation, except Permitted Liens.



          8.2.2 Loans and Investments. The Company shall not, and shall not permit any of its
Consolidated Subsidiaries to, at any time make or suffer to remain outstanding any advances, loans
or other extensions of credit or capital contributions (other than prepaid expenses in the ordinary
course of business) to (by means of transfers of property or assets or otherwise), or purchase or
own any stocks, bonds, notes, debentures or other securities of, any Person (all such transactions
being herein referred to as “Investments”), except:



          (i) operating deposit accounts;



          (ii) investments made under Cash Management Agreements;



          (iii) Liquid Investments;



          (iv) subject to Section 8.2.4 [Affiliate Transactions], Investments in accounts and notes
receivable acquired in the ordinary course of business as presently conducted;



          (v) Investments existing on the Closing Date in Consolidated Subsidiaries or joint ventures,
and Investments after the Closing Date by the Captive Insurance Companies in the ordinary course of
its business;



          (vi) Investments not otherwise permitted by the foregoing clauses of this Section 8.2.2 in
Consolidated Subsidiaries (other than Receivables Subsidiaries) of the Company



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and in Persons which become Consolidated Subsidiaries of the Company as the result of such
Investments;




          (vii) Investments not otherwise permitted by the foregoing clauses of this Section 8.2.2 in
joint ventures in an aggregate amount not to exceed $125,000,000;



          (viii) Investments comprised of capital contributions, loans or deferred purchase price
(whether in the form of cash, a note or other assets) to any Receivables Subsidiary or of residual
interests in any trust formed to facilitate any related receivables securitization; and



          (ix) Investments not otherwise permitted by the foregoing clauses of this Section 8.2.2 in an
aggregate amount not to exceed $20,000,000.



          8.2.3 Liquidations, Mergers, Consolidations, Acquisitions. No Borrower shall:



     (i) consolidate or merge with or into another Person, except that, subject to clause (iii)
below, any Borrower may consolidate or merge with another Person if (A) such Borrower is the entity
surviving such merger and (B) immediately after giving effect to such consolidation or merger, no
Event of Default or Potential Default shall have occurred and be continuing,



     (ii) sell, lease or otherwise transfer, directly or indirectly, in one transaction or a series
of related transactions, all or substantially all of its business or assets; provided that any
Borrower other than the Company may sell, lease or transfer all or substantially all of its
business or assets to the Company, any other Borrower or any wholly-owned Consolidated Subsidiary
of the Company, or



     (iii) nothing herein shall prevent any of the transactions or events permitted under clauses
(i) — (vii) of Section 8.1.1 [Preservation of Existence, Etc.]



          8.2.4 Affiliate Transactions. Except as set forth on Schedule 8.2.4 or as
otherwise expressly permitted by this Agreement, the Company will not, and will not permit any of
its Consolidated Subsidiaries to, directly or indirectly,: (i) make any Investment in an Affiliate
of the Company (other than a Consolidated Subsidiary of the Company); (ii) transfer, sell, lease,
assign or otherwise dispose of any assets to an Affiliate of the Company (other than a Consolidated
Subsidiary of the Company); (iii) merge into or consolidate with or purchase or acquire assets from
an Affiliate of the Company (other than a Consolidated Subsidiary of the Company); or (iv) enter
into any other transaction directly or indirectly with or for the benefit of an Affiliate of the
Company (other than a Consolidated Subsidiary of the Company) (including without limitation,
Guaranties and assumptions of obligations of an Affiliate of the Company (other than a Consolidated
Subsidiary of the Company)); provided that (a) any Affiliate of the Company who is an individual
may serve as a director, officer or employee of the Company and receive reasonable compensation or
indemnification in connection with his or her services in such capacity; and (b) any transaction
entered into by the Company or a Consolidated Subsidiary of the Company with an Affiliate of the
Company which is not a Consolidated Subsidiary of the Company providing for the leasing of
property, the rendering or receipt of services or the purchase or sale inventory and other assets
in the ordinary course of business must be for a monetary or business consideration which would be
substantially as advantageous to the



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Company or such Consolidated Subsidiary as the monetary or business consideration which would
obtain in a comparable arm’s length transaction with a Person not an Affiliate of the Company.




          8.2.5 Continuation of or Change in Business. The Company and its Consolidated
Subsidiaries, taken as a whole, shall not engage to any substantial extent in any line or lines of
business activity other than present related product lines.



          8.2.6 Lease Payments. Neither the Company nor any of its Consolidated Subsidiaries
has incurred or assumed or will incur or assume (whether pursuant to a Guaranty or otherwise) any
liability for rental payments under a lease with a lease term (as defined in Financial Accounting
Standards No. 13 of the Financing Accounting Standards Board, as in effect on the date hereof) if
(i) such lease is of an asset previously owned by the Company or any of its Consolidated
Subsidiaries and (ii) after giving effect thereto, the aggregate amount of minimum lease payments
that the Company and its Consolidated Subsidiaries have so incurred or assumed will exceed, on a
consolidated basis, $100,000,000 for any calendar year under all such leases.



          8.2.7 Anti-Terrorism Laws. Neither the Company nor any of its Consolidated
Subsidiaries shall be in violation of any law or regulation or appear on any list of any government
agency (including, without limitation, the U.S. Office of Foreign Asset Control list, Executive
Order No. 13224 or the USA PATRIOT Act) that prohibits or limits the conduct of business with or
the receiving of funds, goods, or services to or for the benefit of certain Persons specified
therein or that prohibits or limits any Lender or the Issuing Lender from making any advance or
extension of credit to any Borrower.



          8.2.8 Maximum Leverage Ratio. The Company will not permit the consolidated Indebtedness of
the Company and its Consolidated Subsidiaries, to exceed 60% of the sum of (i) such consolidated
Indebtedness, and (ii) consolidated shareholders’ equity of the Company and its Consolidated
Subsidiaries, as calculated on the last day of each fiscal quarter ending after the Closing Date;
provided that for purposes of calculating consolidated shareholders’ equity, non-cash charges
related to the writedown or impairment of goodwill or other intangibles shall be included in such
calculation.



          8.2.9 Minimum Interest Coverage Ratio. The Company shall not permit the ratio, calculated
as of the end of each fiscal quarter ending after the Closing Date for the four fiscal quarters
then most recently ended, of EBITDA for such period to Interest Expense for such period to be less
than 3.50 to 1.00.



     8.3 Reporting Requirements. The Company will furnish or cause to be furnished to the
Administrative Agent and each of the Lenders:



          8.3.1 Quarterly Financial Statements. As soon as available and in any event within
forty-five (45) calendar days after the end of each of the first three fiscal quarters in each
fiscal year, financial statements of the Company and its Consolidated Subsidiaries, consisting of a
consolidated and consolidating balance sheet as of the end of such fiscal quarter and related
consolidated and consolidating statements of income, stockholders’ equity and cash flows for the



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fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and
certified (subject to normal year-end audit adjustments and footnotes) by the Chief Executive
Officer, President, Chief Financial Officer, Chief Operating Officer, Treasurer or Assistant
Treasurer of the Company as having been prepared in accordance with GAAP, consistently applied, and
setting forth in comparative form the respective financial statements for the corresponding date
and period in the previous fiscal year. The Borrowers will be deemed to have complied with the
delivery requirements of this Section 8.3.1 if within forty-five (45) days (or any such earlier
date as may be mandated by the Securities and Exchange Commission) after the end of its fiscal
quarter, the Company delivers to the Administrative Agent on behalf of the Lenders a copy of its
Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission and the
financial statements contained therein meet the requirements described in this Section 8.3.1.




          8.3.2 Annual Financial Statements. As soon as available and in any event within
ninety (90) days after the end of each fiscal year of the Company and its Consolidated
Subsidiaries, financial statements of the Company and its Consolidated Subsidiaries consisting of a
consolidated and consolidating balance sheet as of the end of such fiscal year, and related
consolidated and consolidating statements of income, stockholders’ equity and cash flows for the
fiscal year then ended, all in reasonable detail and setting forth in comparative form the
financial statements as of the end of and for the preceding fiscal year, and certified by
independent certified public accountants of nationally recognized standing satisfactory to the
Administrative Agent. The certificate or report of accountants shall be free of qualifications
(other than any consistency qualification that may result from a change in the method used to
prepare the financial statements as to which such accountants concur) and shall not indicate the
occurrence or existence of any event, condition or contingency which would materially impair the
prospect of payment or performance of any covenant, agreement or duty of any Borrower under any of
the Loan Documents. The Borrowers will be deemed to have complied with the delivery requirements
of this Section 8.3.2 if within ninety (90) days (or any such earlier date as may be mandated by
the Securities and Exchange Commission) after the end of its fiscal year, the Company delivers to
the Administrative Agent on behalf of the Lenders a copy of its Annual Report on Form 10-K as filed
with the Securities and Exchange Commission and the financial statements and certification of
public accountants contained therein meet the requirements described in this Section 8.3.2.



          8.3.3 Certificate of the Company. Concurrently with the financial statements of the
Company furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1
[Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a
“Compliance Certificate”) of the Company signed by a Senior Officer, in the form of Exhibit
8.3.3.



          8.3.4 Notices.



               8.3.4.1 Default. Promptly (and in any event within three (3) Business Days) after any
Senior Officer of the Company has learned of the occurrence of an Event of Default or Potential
Default, a certificate signed by an Authorized Officer setting forth the details of such Event of
Default or Potential Default and the action which the Company proposes to take with respect
thereto.



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               8.3.4.2 Litigation. Promptly after the commencement thereof, notice of all actions,
suits, legal or arbitral proceedings or investigations before or by any governmental or regulatory
authority or agency or any other Person against any Borrower or Consolidated Subsidiary which if
adversely determined could reasonably be expected to have a Material Adverse Effect.



               8.3.4.3 Financial Statements. Promptly upon the mailing thereof to the shareholders
of the Company generally, copies of all financial statements, reports and proxy statements so
mailed.



               8.3.4.4 Intentionally Deleted.



               8.3.4.5 Registration Statements. Promptly upon the filing thereof, copies of all
registration statements (other than any registration statements on Form S-8 or its equivalent) and
any report which the Company shall have filed with the Securities and Exchange Commission.



               8.3.4.6 ERISA Event. Immediately upon the occurrence of any ERISA Event.



               8.3.4.7 Change in Rating. Promptly after a Senior Officer of the Company knows of a
change in the ratings accorded to the Company by Fitch, Standard & Poor’s and/or Moody’s or in the
outlook with respect thereto, a notice of such change in the rating.



               8.3.4.8 Other Information. From time to time such other information regarding the
financial condition, operations, prospects of business of the Company or any Borrower as the
Administrative Agent or any Lender through the Administrative Agent may reasonably request.



9. DEFAULT




     9.1 Events of Default. An Event of Default shall mean the occurrence or existence of
any one or more of the following events or conditions (whatever the reason therefor and whether
voluntary, involuntary or effected by operation of Law):



          9.1.1 Payments Under Loan Documents. The Borrowers shall fail to pay (i) any
principal of any Loan (including scheduled installments, mandatory prepayments or the payment due
at maturity), Reimbursement Obligation or Letter of Credit Obligation when due or (ii) shall fail
to pay any interest on any Loan, Reimbursement Obligation or Letter of Credit Obligation or any
other amount owing hereunder or under the other Loan Documents within five (5) Business Days after
the date on which such principal, interest or other amount becomes due in accordance with the terms
hereof or thereof;



          9.1.2 Breach of Warranty. Any representation or warranty made at any time by any of
the Borrowers herein or by any of the Borrowers in any other Loan Document, or in any certificate,
other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove
to have been false or misleading in any material respect as of the time it was made or furnished;



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          9.1.3 Breach of Specified Covenants or Visitation Rights. Any of the Borrowers shall
default in the observance or performance of any covenant contained in Section 2.7 [Use of
Proceeds], Section 8.1.5 [Visitation Rights], Section 8.3.2 [Annual Financial Statements], Section
8.3.1 [Quarterly Financial Statements]; Section 8.3.4.1 [Default]; Section 8.2.8 [Maximum Leverage
Ratio], Section 8.2.10 [Minimum Interest Coverage Ratio], Section 8.2.3 [Liquidations, Mergers,
Consolidations, Acquisitions], Section 8.2.1 [Liens; Lien Covenants], Section 8.2.2 [Loans and
Investments], Section 8.2.4 [Affiliate Transactions], Section 8.2.6 [Lease Payments], Section 8.2.7
[Anti-Terrorism Laws];



          9.1.4 Breach of Other Covenants. Any of the Borrowers shall default in the observance
or performance of any other covenant, condition or provision hereof or of any other Loan Document
and such default shall continue unremedied for a period of thirty (30) days after notice thereof to
the Company by the Administrative Agent or the Lender (through the Administrative Agent);



          9.1.5 Defaults in Other Material Indebtedness. A default or event of default shall
occur at any time if the Company or any of its Consolidated Subsidiaries shall default in the
payment when due of any principal of or interest on Indebtedness having an aggregate outstanding
principal amount of at least $50,000,000 (other than the Loans); or any event or condition shall
occur which results in the acceleration of the maturity of any such Indebtedness or enables (or,
with the giving of notice or lapse of time or both, would enable) the holder of any such
Indebtedness or any Person acting on such holder’s behalf to accelerate the maturity thereof;



          9.1.6 Final Judgments or Orders. Any final judgments or orders for the payment of
money shall be rendered by a court or courts against the Company or any of its Consolidated
Subsidiaries in excess of $50,000,000 in the aggregate (excluding any amount of such judgment as to
which an Acceptable Insurer has acknowledged liability), and the same shall not be discharged (or
provision shall not be made for such discharge), or a stay of execution thereof shall not be
procured, within 10 days from the date of entry thereof, or the Company or such Consolidated
Subsidiary shall not, within said period of 10 days, or such longer period during which execution
of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal;



          9.1.7 Inability to Pay Debts. The Company, any other Borrower or any of the Company’s
Significant Subsidiaries shall admit in writing its inability to, or be generally unable to, pay
its debts as such debts become due;



          9.1.8 Loan Document Unenforceable. Any of the Loan Documents shall cease to be legal,
valid and binding agreements enforceable against the party executing the same or such party’s
successors and assigns (as permitted under the Loan Documents) in accordance with the respective
terms thereof or shall in any way be terminated (except in accordance with its terms) or become or
be declared ineffective or inoperative or shall in any way be challenged or contested or cease to
give or provide the respective Liens, security interests, rights, titles, interests, remedies,
powers or privileges intended to be created thereby, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,



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moratorium or other similar laws generally affecting creditors’ rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law);




          9.1.9 Events Relating to Plans and Benefit Arrangements. (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 Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $25,000,000, or (ii) 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 $25,000,000;



          9.1.10 Change of Control. (i) Any person or group of persons (within the meaning of
Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended) shall have acquired
beneficial ownership of (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) 30% or more of the voting capital stock of the Company; or (ii)
within a period of twelve (12) consecutive calendar months, individuals who were directors of the
Company on the first day of such period shall cease to constitute a majority of the board of
directors of the Company.



          9.1.11 Relief Proceedings. (i) A Relief Proceeding shall have been instituted against
the Company, any other Borrower, or any of the Company’s Significant Subsidiaries and such Relief
Proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60)
consecutive days or such court shall enter a decree or order granting any of the relief sought in
such Relief Proceeding, (ii) the Company, any other Borrower, or any of the Company’s Significant
Subsidiaries institutes, or takes any action in furtherance of, a Relief Proceeding, or (iii) the
Company, any other Borrower, or any of the Company’s Significant Subsidiaries ceases to be solvent
or admits in writing its inability to pay its debts as they mature.



     9.2 Consequences of Event of Default.



          9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings. If an Event of Default specified under Sections 9.1.1 through 9.1.10 shall occur
and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to
make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the
Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice
to the Borrowers, declare the unpaid principal amount of the Loans then outstanding and all
interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the
Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon
become and be immediately due and payable to the Administrative Agent for the benefit of each
Lender without presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived, and (ii) terminate any Letter of Credit that may be terminated in
accordance with its terms and/or require the Borrowers to, and the Borrowers shall thereupon,
deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its
Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any
time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers
hereby pledge to the Administrative Agent and the Lenders, and grants to the Administrative Agent
and the Lenders a security interest in, all such cash as security for such Obligations; and



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          9.2.2 Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default
specified under Section 9.1.11 [Relief Proceedings] shall occur, the Lenders shall be under no
further obligations to make Loans hereunder and the Issuing Lender shall be under no obligation to
issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all
interest accrued thereon, the Unpaid Drawings, any unpaid fees and all other Indebtedness of the
Borrowers to the Lenders hereunder and thereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and
the Borrowers shall immediately deposit in a non-interest-bearing account with the Administrative
Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the
maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters
of Credit, and the Borrowers hereby pledges to the Administrative Agent and the Lenders, and grants
to the Administrative Agent and the Lenders a security interest in, all such cash as security for
such Obligations; and



          9.2.3 Set-off. If an Event of Default shall have occurred and be continuing, each
Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such
Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3
[Sharing of Payments by Lenders] 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, the Issuing Lender or any such
Affiliate or participant to or for the credit or the account of any Borrower against any and all of
the Obligations of such Borrower now or hereafter existing under this Agreement or any other Loan
Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or
not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this
Agreement or any other Loan Document and although such Obligations of the Borrowers or such
Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the
Issuing Lender different from the branch or office holding such deposit or obligated on such
Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and
participants under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and
participants may have. Each Lender and the Issuing Lender agrees to notify the Borrowers 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; and



          9.2.4 Application of Proceeds. From and after the date on which the Administrative
Agent has taken any action pursuant to this Section 9.2 and until all Obligations of the Borrowers
have been paid in full, any and all proceeds received by the Administrative Agent, the Issuing
Lender or any other Lender shall, unless otherwise required by the terms of the other Loan
Documents or by applicable law, be applied as follows:



          (i) first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs,
expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal
expenses, incurred by the Administrative Agent or the Lenders in connection with the collection of
any Obligations of any of the Borrowers under any of the Loan Documents;




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          (ii) second, to the repayment of all Obligations then due and unpaid of the Borrowers to
the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents
and to cash collateralize the Letter of Credit Obligations, ratably among the Lenders in proportion
to the respective amounts payable to them with respect to such Obligations; and


          (iii) the balance, if any, as required by Law.



10. THE ADMINISTRATIVE AGENT




     10.1 Appointment and Authority. Each of the Lenders and the Issuing Lender hereby
irrevocably appoints PNC 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 Section 10 are solely for the benefit of the Administrative Agent, the Lenders
and the Issuing Lender, and neither the Borrowers nor any other Borrower shall have rights as a
third party beneficiary of any of such provisions.



     10.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the
Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and
its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with the Borrowers or any
Consolidated 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.



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


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


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


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



74









 








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 12.1 [Modifications, Amendments or
Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Potential Default or Event of Default unless and until notice describing such Potential
Default or Event of Default is given to the Administrative Agent by the Borrowers, a Lender or the
Issuing Lender.


          The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Potential Default or Event of 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 Section 7 [Conditions
of Lending and Issuance of Letters of Credit] or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.



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



     10.5 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 Section



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10 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.




     10.6 Resignation of Administrative Agent. The Administrative Agent may at any time
give notice of its resignation to the Lenders, the Issuing Lender and the Borrowers. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, with approval from
the Borrowers (so long as no Event of Default has occurred and is continuing), to appoint a
successor, such approval not to be unreasonably withheld or delayed. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within
thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a
successor Administrative Agent; provided that if the Administrative Agent shall notify the
Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (i) the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder and under the
other Loan Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (ii) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made by or to each
Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section 10.6. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor. After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Section 10 and Section 12.3
[Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.



     If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an
Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such successor
shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring
Issuing Lender and Administrative Agent and PNC shall be discharged from all of its respective
duties and obligations as Issuing Lender and Administrative Agent under the Loan Documents, and
(ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any,
outstanding at the time of such succession or make other arrangement satisfactory to PNC to
effectively assume the obligations of PNC with respect to such Letters of Credit.



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



     10.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of
the Lenders, the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents or other parties
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 the Issuing Lender hereunder.




     10.9  Administrative Agent’s Fee. The Borrowers shall pay to the Administrative Agent
a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the
“Administrative Agent’s Letter”) between the Borrowers and Administrative Agent, as amended from
time to time.



     10.10 No Reliance on Administrative Agent’s Customer Identification Program. Each
Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or
assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s,
participant’s or assignee’s customer identification program, or other obligations required or
imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”),
or any other Anti-Terrorism Law, including any programs involving any of the following items
relating to or in connection with any of the Borrowers, their Affiliates or their agents, the Loan
Documents or the transactions hereunder or contemplated hereby: (i) any identity verification
procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices
or (v) other procedures required under the CIP Regulations or such other Laws.



11. GUARANTY




     11.1 Guaranty by the Company. The Company hereby irrevocably and unconditionally
guarantees, for the benefit of the Benefited Creditors, all of the following (collectively, the
“Company Guaranteed Obligations”): (a) the principal of and interest on the Notes issued by, and
the Loans made to, and the other Obligations of, the Foreign Borrowers under this Agreement, and
(b) all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued for
the benefit of any Borrower (other than the Company) under this Agreement, in all cases under
subparts (a) or (b) above, whether now existing, or hereafter incurred or arising, including any
such interest or other amounts incurred or arising during the pendency of any bankruptcy,
insolvency, reorganization, receivership or similar proceeding, regardless of whether allowed or
allowable in such proceeding or subject to an automatic stay



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under Section 362(a) of the Bankruptcy Code. Upon failure by any Borrower to pay punctually any of
the Company Guaranteed Obligations, the Company shall forthwith on demand by the Administrative
Agent pay the amount not so paid at the place and in the currency and otherwise in the manner
specified in this Agreement or any other applicable agreement or instrument.




     11.2 Additional Undertaking. As a separate, additional and continuing obligation, the
Company unconditionally and irrevocably undertakes and agrees, for the benefit of the Benefited
Creditors that, should any amounts not be recoverable from the Company under Section 11.1 [Guaranty
by the Company] for any reason whatsoever (including, without limitation, by reason of any
provision of any Loan Document or any other agreement or instrument executed in connection
therewith being or becoming void, unenforceable, or otherwise invalid under any applicable law)
then, notwithstanding any notice or knowledge thereof by any Lender, the Administrative Agent, any
of their respective Affiliates, or any other Person, at any time, the Company as sole, original and
independent obligor, upon demand by the Administrative Agent, will make payment to the
Administrative Agent, for the account of the Benefited Creditors, of all such obligations not so
recoverable by way of full indemnity, in such currency and otherwise in such manner as is provided
in the Loan Documents or any other applicable agreement or instrument.



     11.3 Guaranty Unconditional. The obligations of the Company under this Section 11 shall be
unconditional and absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by the occurrence, one or more times, of any of the
following:


          11.3.1 any extension, renewal, settlement, compromise, waiver or release in respect to any
Company Guaranteed Obligation under any agreement or instrument, by operation of law or otherwise;


          11.3.2 any modification or amendment of or supplement to this Agreement, any Note, any other
Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed
Obligation;


          11.3.3 any release, non-perfection or invalidity of any direct or indirect security for any
Company Guaranteed Obligation under any agreement or instrument evidencing or relating to any
Company Guaranteed Obligation;


          11.3.4 any change in the corporate or limited liability company existence, structure or
ownership of any Borrower or other Consolidated Subsidiary or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Borrower or other Consolidated Subsidiary
or its assets or any resulting release or discharge of any obligation of any Borrower or other
Consolidated Subsidiary contained in any agreement or instrument evidencing or relating to any
Company Guaranteed Obligation;


          11.3.5 the existence of any claim, set-off or other rights which the Company may have at any
time against any other Borrower, the Administrative Agent, any Lender, any Affiliate of any Lender
or any other person, whether in connection herewith or any unrelated transactions;



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          11.3.6 any invalidity or unenforceability relating to or against any other Borrower for any
reason of any agreement or instrument evidencing or relating to any Company Guaranteed Obligation,
or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower
of any of the Company Guaranteed Obligations; or


          11.3.7 any other act or omission of any kind by any other Borrower, the Administrative Agent,
any Lender or any other Person or any other circumstance whatsoever which might, but for the
provisions of this Section, constitute a legal or equitable discharge of the Company’s obligations
under this Section other than the irrevocable payment in full of all Company Guaranteed Obligations
and the termination of the Commitments hereunder.



     11.4 Company Obligations to Remain in Effect; Restoration. The Company’s obligations under
this Section shall remain in full force and effect until the indefeasible payment in full of all of
the Obligations and the termination of the Commitments hereunder, and the principal of and interest
on the Notes and other Company Guaranteed Obligations, and all other amounts payable by the
Company, any other Borrower or other Consolidated Subsidiary, under the Loan Documents or any other
agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations, shall
have been paid in full. If at any time any payment of any of the Company Guaranteed Obligations is
rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of such Borrower, the Company’s obligations under this Article with respect to such
payment shall be reinstated at such time as though such payment had been due but not made at such
time.



     11.5 Waiver of Acceptance, etc. The Company irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as any requirement
that at any time any action be taken by any person against any other Borrower or any other Person,
or against any collateral or guaranty of any other Person.



     11.6 Subrogation. Until the indefeasible payment in full of all of the Obligations and the
termination of the Commitments hereunder, the Company shall have no rights, by operation of law or
otherwise, upon making any payment under this Section to be subrogated to the rights of the payee
against any other Borrower with respect to such payment or otherwise to be reimbursed, indemnified
or exonerated by any such Borrower in respect thereof.



     11.7 Effect of Stay. In the event that acceleration of the time for payment of any amount
payable by any Borrower under any Company Guaranteed Obligation is stayed upon insolvency,
bankruptcy or reorganization of such Borrower, all such amounts otherwise subject to acceleration
under the terms of any applicable agreement or instrument evidencing or relating to any Company
Guaranteed Obligation shall nonetheless be payable by the Company under this Section forthwith on
demand by the Administrative Agent.



12. MISCELLANEOUS




     12.1 Modifications, Amendments or Waivers. With the written consent of the Required
Lenders, the Administrative Agent, acting on behalf of all the Lenders, and the Borrowers, on
behalf of the Borrowers, may from time to time enter into written agreements amending or changing
any provision of this Agreement or any other Loan Document or the



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rights of the Lenders or the Borrowers hereunder or thereunder, or may grant written waivers
or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written
consent shall be effective to bind all the Lenders and the Borrowers; provided, that no
such agreement, waiver or consent may be made which will:



          12.1.1 Increase of Commitment. Subject to Section 2.1.2 [Discretionary Increase in
Revolving Credit Commitments], increase the amount of the Revolving Credit Commitment of any Lender
hereunder without the consent of such Lender;


          12.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of
Terms of Payment. Whether or not any Loans are outstanding, extend the Expiration Date or the
time for payment of principal or interest of any Loan (excluding the due date of any mandatory
prepayment of a Loan), any fee payable to any Lender, or reduce the principal amount of or the rate
of interest borne by any Loan or the fees payable to any Lender, without the consent of each Lender
directly affected thereby;


          12.1.3 Release of Company’s Guaranty. Release the Company from its Obligations under
Article 11 [Guaranty] hereof without the consent of all Lenders (other than Defaulting Lenders); or


          12.1.4 Miscellaneous. Amend Section 5.2 [Pro Rata Treatment of Lenders], 10.3
[Exculpatory Provisions] or 5.3 [Sharing of Payments by Lenders] or this Section 12.1, alter any
provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the
taking of any action or reduce any percentage specified in the definition of Required Lenders, in
each case without the consent of all of the Lenders (other than Defaulting Lenders);



provided that no agreement, waiver or consent which would modify the interests, rights or
obligations of the Administrative Agent or the Issuing Lender may be made without the written
consent of such Administrative Agent or Issuing Lender, as applicable, and provided,
further that, if in connection with any proposed waiver, amendment or modification referred to
in Sections 12.1.1 through 12.1.4 above, the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not obtained (each a
“Non-Consenting Lender”), then the Borrowers shall have the right to replace any such
Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement
of a Lender].




     12.2 No Implied Waivers; Cumulative Remedies. No course of dealing and no delay or
failure of the Administrative Agent or any Lender in exercising any right, power, remedy or
privilege under this Agreement or any other Loan Document shall affect any other or future exercise
thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude
any further exercise thereof or of any other right, power, remedy or privilege. The rights and
remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan
Documents are cumulative and not exclusive of any rights or remedies which they would otherwise
have.



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     12.3 Expenses; Indemnity; Damage Waiver.


          12.3.1 Costs and Expenses. The Borrowers shall pay (i) all 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), and shall pay all fees and time charges and
disbursements for attorneys who may be employees of 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 out-of-pocket expenses
incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses
incurred by the Administrative Agent, any Lender or the Issuing Lender (including the fees, charges
and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender),
and shall pay all fees and time charges for attorneys who may be employees of the Administrative
Agent, any Lender or the Issuing Lender, 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, and (iv) all reasonable out-of-pocket
expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform
audits of the Borrowers’ books, records and business properties.


          12.3.2 Indemnification by the Borrowers. Subject to Section 12.14, the Borrowers
shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing
Lender, 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), and shall indemnify and hold harmless each Indemnitee from all fees and time
charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other
Borrower 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 or nonperformance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby,
(ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) breach of representations, warranties or covenants of the Borrowers under
the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, including any such items or losses relating to or
arising under Environmental Laws or pertaining to environmental matters, whether based on contract,
tort or any other theory, whether brought by a third party or by the Borrowers or any other
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



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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 Borrowers or any other Borrower against an Indemnitee for breach in bad faith
of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or
such Borrower has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction. Notwithstanding the foregoing, a Foreign Borrower
shall only be required to indemnify any Indemnitee pursuant to this Section to the extent that any
such losses, liabilities, claims, penalties, damages or expenses have been caused by such Foreign
Borrower or are otherwise directly related or attributable to such Foreign Borrower.



          12.3.3 Reimbursement by Lenders. To the extent that the Borrowers for any reason fail
to indefeasibly pay any amount required under Sections 12.3.1 [Costs and Expenses] or
Indemnification by the Borrowers. [Indemnification by the Borrowers] to be paid by it to
the Administrative Agent (or any sub-agent thereof), the Issuing 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), the Issuing Lender or such Related Party, as the case may be, such Lender’s Ratable
Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, (A) was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the Issuing 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) or Issuing Lender in connection with such capacity; and (B) was not determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of the Administrative Agent, the Issuing Lender or
any Related Party of any of the foregoing.


          12.3.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable Law, the Borrowers shall not assert, and each of the Borrowers hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of
the proceeds thereof. No Indemnitee referred to in Section 12.3.2 [Indemnification by the
Borrowers] shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it 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.


          12.3.5 Payments. All amounts due under this Section shall be payable not later than
ten (10) days after demand therefor.



     12.4 Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due
on a day which is not a Business Day such payment shall be due on the next Business Day (except as
provided in Section 4.2 [Interest Periods]) and such extension of time shall be included in
computing interest and fees, except that the Loans shall be due on the Business Day preceding the
Expiration Date if the Expiration Date is not a Business Day. Whenever any



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payment or action to be made or taken hereunder (other than payment of the Loans) shall be
stated to be due on a day which is not a Business Day, such payment or action shall be made or
taken on the next following Business Day, and such extension of time shall not be included in
computing interest or fees, if any, in connection with such payment or action.




     12.5 Notices; Effectiveness; Electronic Communication.


          12.5.1 Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in Section 12.5.2 [Electronic
Communications]), all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier (i) if to a Lender, to it at its address set forth in its administrative
questionnaire, or (ii) if to any other Person, to it at its address set forth on Schedule
1.1(B).


          Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered through electronic communications to the extent provided in
Section 12.5.2 [Electronic Communications], shall be effective as provided in such Section.


          12.5.2 Electronic Communications. Notices and other communications to the Lenders and
the Issuing Lender hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing
Lender if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication. The
Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or
communications. 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); provided that if such notice or
other communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next Business Day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.


          12.5.3 Change of Address, Etc. Any party hereto may change its address, e-mail
address or telecopier number for notices and other communications hereunder by notice to the other
parties hereto.




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     12.6 Severability. The provisions of this Agreement are intended to be
severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.



     12.7 Duration; Survival. All representations and warranties of the Borrowers
contained herein or made in connection herewith shall survive the execution and delivery of this
Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and
agreements of the Borrowers contained herein relating to the payment of principal, interest,
premiums, additional compensation or expenses and indemnification, including those set forth in the
Notes, Section 5 [Payments] and Section 12.3 [Expenses; Indemnity; Damage Waiver], shall survive
Payment In Full. All other covenants and agreements of the Borrowers shall continue in full force
and effect from and after the date hereof and until Payment In Full.



     12.8 Successors and Assigns.


          12.8.1 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 neither the Company nor any other Borrower may 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
Section 12.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the
provisions of Section 12.8.4 [Participations], or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of Section 12.8.6 [Certain Pledges; Successors and
Assigns Generally] (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 Section 12.8.4 [Participations] and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


          12.8.2 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 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 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, except as set forth
in Section 12.8.8 [Netherland Bank Rules]; and



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               (B) in any case not described in clause (i)(A) of this Section 12.8.2, the aggregate amount of
the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable
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
Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be
less than $5,000,000, in respect of the Revolving Credit Commitment of the assigning Lender, unless
each of the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or
delayed).


          (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 Loan or the Commitment assigned.


          (iii) Required Consents. No consent shall be required for any assignment except for
the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and:



               (A) the consent of the Company (such consent not to be unreasonably withheld or delayed) shall
be required unless (x) an Event of Default has occurred and is continuing at the time of such
assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
provided that each Borrower shall be deemed to have consented to any such assignment unless it has
objected thereto by written notice to the Administrative Agent within five (5) Business Days after
having received notice thereof; and



               (B) the consent of the Issuing Lender (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of the assignee to
participate in exposure under one or more Letters of Credit (whether or not then outstanding).


          (iv) Assignment and Assumption Agreement. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together
with a processing and recordation fee of $3,500.00, and the assignee, if it is not a Lender, shall
deliver to the Administrative Agent an administrative questionnaire provided by the Administrative
Agent.


          (v) No Assignment to Borrowers. No such assignment shall be made to the Borrowers or
any of the Borrowers’ Affiliates or Consolidated Subsidiaries.


          (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural
person.



Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.8.3
[Register], from and after the effective date specified in each Assignment and Assumption
Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to




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the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement
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 4.4
[Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], 5.8 [Increased
Costs], and 12.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section 12.8.2 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 Section 12.8.4 [Participations].



          12.8.3 Register. The Administrative Agent, acting solely for this purpose as an agent
of the Borrowers, shall maintain a record of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time. Such register shall be conclusive, and the Borrowers, the Administrative
Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. Such register shall be available for inspection by the Borrowers and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


          12.8.4 Participations. Any Lender may at any time, without the consent of, or notice
to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrowers or any of the Borrowers’ Affiliates or Consolidated 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 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 Borrowers, the Administrative Agent and the Lenders, Issuing Lender
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.


          Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver with respect to Sections 12.1.1
[Increase of Commitment] or 12.1.2 [Extension of Payment, Etc.]. Subject to Section 12.8.5
[Limitations upon Participant Rights Successors and Assigns Generally], the Borrowers agrees that
each Participant shall be entitled to the benefits of Sections 4.4 [Euro-Rate Unascertainable;
Illegality; Increased Costs; Deposits Not Available] and 5.8 [Increased Costs] to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.8.2
[Assignments by Lenders]. To the extent permitted by Law, each Participant also shall be entitled
to the benefits of Section 9.2.3 [Setoff] as though it were a Lender; provided such
Participant agrees to be subject to Section 5.3 [Sharing of Payments by Lenders] as though it were
a Lender.



86









 







          12.8.5 Limitations upon Participant Rights Successors and Assigns Generally. A
Participant shall not be entitled to receive any greater payment under Sections 5.8 [Increased
Costs], 5.9 [Taxes] or 12.3 [ Expenses; Indemnity; Damage Waiver] than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrowers’ prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 5.9 [Taxes] unless the Borrowers are notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with
Section 5.9.5 [Status of Lenders] as though it were a Lender.


          12.8.6 Certain Pledges; Successors and Assigns Generally. Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; 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.


          12.8.7 Disapplication or Amendment of the Swiss Bank Rules. If the Swiss Bank Rules
are disapplied or amended in any material respect from their form as of the date hereof, the Swiss
Borrowers or the Administrative Agent may (and the Administrative Agent shall, at the request of
the Required Lenders) request in writing to the Administrative Agent or the Swiss Borrowers,
respectively, that this Agreement be amended to reflect such change. Thereafter, the Swiss
Borrowers and the Lenders shall enter into discussions with a view to agreeing on any amendments
required to be made to this Agreement to place the Swiss Borrowers and the Lenders in substantially
the same position (or otherwise in a position acceptable to the Swiss Borrower and the Lenders)
from a Swiss withholding Tax viewpoint as they would have been in if the change of which they have
been notified under this Section 12.8.7 had not happened. Any agreement between the Swiss Borrowers
and the Administrative Agent will be, with the prior consent of the Lenders, binding on all the
parties hereto; if no agreement is reached under this Section 12.8.7, this Agreement shall continue
in effect in accordance with its terms.


          12.8.8 Netherlands Bank Rules. The share of each new Lender located in or organized
under the laws of the Netherlands in the Loans and the share of each new Lender hereunder in the
Loans to a Netherlands Borrower (or its portion in the rights and obligations relating to such
Loans transferred by an existing Lender) shall initially be at least the Dollar Equivalent of EUR
50,000 (or such higher amount as may be required at the time of the transfer in order for the New
Lender to qualify as a Professional Market Party) or such new Lender shall otherwise qualify as a
Professional Market Party, and each such new Lender shall confirm the foregoing on the date on
which it becomes a Lender hereunder by execution and delivery of its Assignment and Assumption
Agreement in which the new Lender confirms that it is a Professional Market Party.



     12.9 Confidentiality.


          12.9.1 General. Each of the Administrative Agent, the Lenders and the Issuing Lender
agrees to maintain the confidentiality of the Information, except that Information may be



87









 








disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, advisors and other representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (ii) to the extent requested by
any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (iii) to the extent
required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any
other party hereto, (v) 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, (vi) subject to an agreement
containing provisions substantially the same as those of this Section, to (A) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrowers and their obligations, (vii) with the consent of
the Borrowers or (viii) to the extent such Information (Y) becomes publicly available other than as
a result of a breach of this Section or (Z) becomes available to the Administrative Agent, any
Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a
source other than the Borrowers or the other Borrowers. 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.



          12.9.2 Sharing Information With Affiliates of the Lenders. Each Borrower acknowledges
that from time to time financial advisory, investment banking and other services may be offered or
provided to the Borrowers or one or more of their Affiliates (in connection with this Agreement or
otherwise) by any Lender or by one or more Consolidated Subsidiaries or Affiliates of such Lender
and each of the Borrowers hereby authorizes each Lender to share any information delivered to such
Lender by such Borrower and its Consolidated Subsidiaries pursuant to this Agreement to any such
Consolidated Subsidiary or Affiliate subject to the provisions of Section 12.9.1 [General].



     12.10 Counterparts; Integration; Effectiveness.


          12.10.1 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 and the other Loan Documents, and any separate letter agreements with respect to
fees payable to the Administrative Agent, 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 including any prior confidentiality agreements
and commitments. Except as provided in Section 7 [Conditions Of Lending And Issuance Of Letters Of
Credit], 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



88









 








telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this
Agreement.




     12.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL.


          12.11.1 Governing Law. This Agreement shall be deemed to be a contract under the Laws
of the State of Ohio without regard to its conflict of laws principles. Each standby Letter of
Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the International Chamber of
Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of the International Standby
Practices (ICC Publication Number 590) (“ISP98”), as determined by the Issuing Lender, and each
trade Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent
therewith, the Laws of the State of Ohio without regard to is conflict of laws principles.


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


          12.11.3 WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY 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 THIS SECTION
12.11. 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



89









 








PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.



          12.11.4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.5 [NOTICES; EFFECTIVENESS; ELECTRONIC
COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


          12.11.5 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, ADMINISTRATIVE 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.



     12.12 USA PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and
the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and
record information that identifies the Borrowers, which information includes the name and address
of Borrowers and other information that will allow such Lender or Administrative Agent, as
applicable, to identify the Borrowers in accordance with the USA PATRIOT Act.



     12.13 Borrower Agent. Each of the Borrowers hereby irrevocably appoints the Company
as its agent for purposes of requesting, continuing and converting Loans (including all elections
of interest rates and currencies), for delivering notices as to prepayments and commitment
reductions and for providing consents pursuant to clauses (i) and (iii) of Section 12.8.2
[Assignments by Lenders]. The Administrative Agent shall be entitled to rely in such matters on
all communications delivered by the Company as being delivered on behalf of all Borrowers.



     12.14 Foreign Borrowers.


          12.14.1 Generally. Without limiting the joint and several nature of all Domestic
Borrowers’ Obligations, the Obligations of the Foreign Borrowers shall be several in nature.


          12.14.2 Liability of Foreign Borrowers. The parties intend that this Agreement shall
in all circumstances be interpreted to provide that each Foreign Borrower is



90









 








liable only for Loans made to such Foreign Borrower, interest on such Loans, such Foreign
Borrower’s reimbursement obligations with respect to any Letter of Credit issued for its account
and its ratable share of any of the other Obligations, including, without limitation, general fees,
reimbursements, indemnities and charges hereunder and under any other Loan Document that are
attributable, or attributed as a ratable share, to it. The liability of each Foreign Borrower for
the payment of any of the Obligations or the performance of its covenants, representations and
warranties set forth in this Agreement and the other Loan Documents shall be several from but not
joint with the Obligations of the Company and each other Borrower. Nothing in this Section 12.14
is intended to limit, nor shall it be deemed to limit, any of the liability of the Company or any
Domestic Borrower for any of the Obligations, whether in its primary capacity as a Borrower, as a
Guarantor, at law or otherwise.



          12.14.3 Company as Agent. Each Foreign Borrower, in addition to the appointment of
the Company as the Borrowers’ agent as provided in Section 12.13 [Borrower Agent], further hereby
irrevocably appoints the Company as its agent to receive the proceeds of any Loans made by the
Lender to any such Foreign Borrower hereunder. The Administrative Agent shall be entitled to rely
in such matters on all communications delivered by the Company as being delivered on behalf of the
Foreign Borrowers.



     12.15 Joinder of Borrowers; Release of Foreign Borrowers.


          12.15.1 Joinder of Borrowers. Any Consolidated Subsidiary of the Company which elects
to join this Agreement as a Borrower, pursuant to the terms and provisions of this Agreement, shall
execute and deliver to the Administrative Agent (i) a Borrower Joinder, pursuant to which it shall,
after acceptance of such Borrower Joinder by the Administrative Agent, join this Agreement as a
Domestic Borrower or Foreign Borrower, as applicable, and join each of the other Loan Documents to
which the Domestic Borrower or Foreign Borrower, as applicable, are parties, and (ii) documents in
the forms described in Section 7.1 [First Loans and Letters of Credit] (or foreign jurisdictional
equivalents, if any), modified as appropriate to relate to such Consolidated Subsidiary. The
Company, the other Borrowers and any Borrower joining this Agreement shall also (x) deliver to the
Administrative Agent such amendments or other modifications to the Loan Documents, fully executed
by the appropriate parties thereto, that the Administrative Agent deems necessary or appropriate in
connection with the addition of such Borrower and (y) provide to the Administrative Agent and the
Lenders such other items and shall have satisfied such other conditions as may be reasonably
required by the Administrative Agent or the Lenders. Notwithstanding the foregoing, no Foreign
Borrower may be joined pursuant to this Section 12.15.1 if its inclusion as a Borrower under the
Loan Documents would result in any adverse tax or other legal consequences for the Lenders, as
determined by the Administrative Agent. Joinder of each new Borrower pursuant to this Section
12.15.1 shall be subject to compliance with all the other terms and conditions set forth in this
Agreement and the other Loan Documents, including without limitation Section 8.1.7 [Compliance with
Laws; Use of Proceeds] and Section 5.9 [Taxes].


          12.15.2 Release of Foreign Borrowers. Any Foreign Borrower may from time to time
deliver a termination notice to the Administrative Agent requesting that it no longer be a party
hereto. Such termination shall be effective five (5) Business Days after receipt by the
Administrative Agent so long as all Obligations of such Foreign Borrower have been paid in full



91









 








(including principal, interest and all other amounts) and no Letter of Credit issued for the
account or benefit of such Foreign Borrower is outstanding; provided that, to the extent
this Agreement or any other Loan Document provides for the survival of certain provisions upon
termination hereof, such surviving provisions shall survive a termination under this subSection
with respect to any such Foreign Borrower.





92












 





[SIGNATURE PAGE TO CREDIT AGREEMENT]




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



ATTEST:




BORROWERS




	 	 	 	 	 
	 	RPM INTERNATIONAL INC.

 	 
	 	By:  	/s/ Keith R. Smiley
 	 
	 	 	Name:  	Keith R. Smiley 
	 
	 	 	Title:  	VP, Treasurer and Asst Secretary 
	 
	 
	 	RPM LUX HOLDCO S.ÀR.L.

 	 
	 	By:  	/s/ Pierre Lentz
 	 
	 	 	Name:  	Pierre Lentz
	 
	 	 	Title:  	Manager A 
	 
	 
	 	By:  	                                              /s/ Edward W. Moore
 	 
	 	 	Name:  	Edward W. Moore 
	 
	 	 	Title:  	Manager B 
	 
	 
	 	RPOW UK LIMITED

 	 
	 	By:  	/s/ Ronald A. Rice
 	 
	 	 	Name:  	Ronald A. Rice 
	 
	 	 	Title:  	Director 
	 



 









 








[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	RPM EUROPE HOLDCO B.V.

 	 
	 	By:  	/s/ Ronald A. Rice
 	 
	 	 	Name:  	Ronald A. Rice 
	 
	 	 	Title:  	Director 
	 
	 
	 	RPM CANADA

 	 
	 	By:  	/s/ Edward W. Moore
 	 
	 	 	Name:  	Edward W. Moore 
	 
	 	 	Title:  	Secretary & Committee
Member 
	 
	 
	 	TREMCO ILLBRUCK COATINGS LIMITED

 	 
	 	By:  	/s/ Edward W. Moore
 	 
	 	 	Name:  	Edward W. Moore 
	 
	 	 	Title:  	Director 
	 
	 
	 	RPM CANADA COMPANY

 	 
	 	By:  	/s/ Keith R. Smiley
 	 
	 	 	Name:  	Keith R. Smiley 
	 
	 	 	Title:  	Treasurer &
Director 
	 



 









 








[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	TREMCO ASIA PACIFIC PTY. LIMITED

 	 
	 	By:  	/s/
Randall J. Korach
 	 
	 	 	Name:  	Randall J. Korach 
	 
	 	 	Title:  	Director 
	 



 









 








[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	PNC BANK, NATIONAL
ASSOCIATION,
 individually and as
Administrative Agent

 	 
	 	By:  	/s/ Christian S. Brown
 	 
	 	 	Name:  	Christian S.
Brown 
	 
	 	 	Title:  	Senior Vice
President 
	 



 









 









[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Irene Bertozzi Bartenstein
 	 
	 	 	Name:  	Irene Bertozzi
Bartenstein 
	 
	 	 	Title:  	Director 
	 



 









 









[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Steven M. Buehler
 	 
	 	 	Name:  	Steven M.
Buehler 
	 
	 	 	Title:  	Managing
Director 
	 



 









 








[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Karen Anillo
 	 
	 	 	Name:  	Karen Anillo 
	 
	 	 	Title:  	Director 
	 
	 




 











 





[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 	 
	 	By:  	/s/ Christine A. Howatt
 	 
	 	 	Name:  	Christine Howatt 	 
	 	 	Title:  	Authorized Signatory 	 



 









 







[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Brian P. Fox
 	 
	 	 	Name:  	Brian P. Fox 	 
	 	 	Title:  	Vice President 	 



 









 







[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	FIFTH THIRD BANK — AN OHIO BANKING CORPORATION

 	 
	 	By:  	/s/ Roy C. Lanctot
 	 
	 	 	Name:  	Roy C. Lanctot 	 
	 	 	Title:  	Vice President 	 



 









 







[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	COMMERZBANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES

 	 
	 	By:  	/s/ Patrick Hartweger
 	 
	 	 	Name:  	Patrick Hartweger 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	
/s/ Peter Wesemeier
 	 
	 	 	Name:  	Peter Wesemeier 	 
	 	 	Title:  	Vice President 	 



 









 







[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	RBS CITIZENS, N.A.

 	 
	 	By:  	/s/ Joshua Botnick
 	 
	 	 	Name:  	Joshua Botnick 	 
	 	 	Title:  	Vice President 	 



 









 







[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK

 	 
	 	By:  	/s/ Brian H. Gallagher
 	 
	 	 	Name:  	Brian H. Gallagher 	 
	 	 	Title:  	Senior Vice President 	 



 









 







[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Jeffrey P. Sullivan
 	 
	 	 	Name:  	Jeffrey P. Sullivan 	 
	 	 	Title:  	Vice President 	 



 









 







[SIGNATURE PAGE TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	FIRSTMERIT BANK, N.A.

 	 
	 	By:  	/s/ Brett A. Johnson
 	 
	 	 	Name:  	Brett A. Johnson 	 
	 	 	Title:  	Vice President 	 



 









 







SCHEDULE 1.1(A)



PRICING GRID



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Standby	 	Commercial
	 	 	 	 	Euro- Rate	 	Base Rate	 	 	 	Letter of	 	Letter of
	 	 	Debt Rating	 	Spread	 	Spread	 	Facility Fee	 	Credit Fee	 	Credit Fee
	Tier I

	 	A-/ A3 or higher
	 	105 bps
	 	5.0 bps
	 	20 bps
	 	105 bps
	 	52.5 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tier II

	 	BBB+/ Baa1
	 	125 bps
	 	25.0 bps
	 	25 bps
	 	125 bps
	 	62.5 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tier III

	 	BBB/ Baa2
	 	145 bps
	 	45.0 bps
	 	30 bps
	 	145 bps
	 	72.5 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tier IV

	 	BBB-/ Baa3
	 	165 bps
	 	65.0 bps
	 	35 bps
	 	165 bps
	 	82.5 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tier V

	 	BB+/ Ba1
	 	210 bps
	 	110.0 bps
	 	40 bps
	 	210 bps
	 	105 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tier VI

	 	<BB+/ Ba1
	 	250 bps
	 	150.0 bps
	 	50 bps
	 	250 bps
	 	125 bps






     The Applicable Margin, the Facility Fee and the Applicable Letter of Credit Fee Rate shall be
determined on the Closing Date based on Tier IV.







 











 





SCHEDULE 1.1(B)




COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES




Part 1 — Commitments of Lenders and Addresses for Notices to Lenders




	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 
	 	 	Commitment for	 	 	 	 
	 	 	Revolving Credit	 	 	 	 
	Lender	 	Loans	 	 	Ratable Share	 
	Name: PNC Bank, National Association 

Address: 1900 East 9th Street

Locator B7-YB13-34-3

Cleveland, Ohio 44114

Attention: Christian Brown

Telephone: (216) 222-8120

Telecopy:   (216) 222-9396
	 	$	55,000,000	 	 	 	13.750000000	%
	 
	Name: Bank of America, N.A.

Address: 100 Federal Street, MA5-100-09-03

Boston, MA 02110

Attention: Irene Bartenstein

Telephone: (617) 434-2903

Telecopy:   (617) 434-0601 

	 	$	47,500,000	 	 	 	11.875000000	%
	 
	Name: Wells Fargo Bank, National Association 

Address: 230 W. Monroe Street

Suite 2900 18th Floor

Chicago, Illinois 60606

Attention: Steven Buehler

Telephone: (312) 845-4220

Telecopy:   (312) 845-8606
	 	$	47,500,000	 	 	 	11.875000000	%
	 
	Name: The Bank of Nova Scotia 

Address: 711 Louisiana Street Suite 1400

Houston, Texas 77002

Attention: Karen Anillo 

Telephone: (713) 759-3452

Telecopy:   (832) 426-6023
	 	$	40,000,000	 	 	 	10.000000000	%






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 
	 	 	Commitment for	 	 	 	 
	 	 	Revolving Credit	 	 	 	 
	Lender	 	Loans	 	 	Ratable Share	 
	Name: The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Address:1251 Avenue of Americas

New York, NY 10020-1104

Attention: John DiLegge

Telephone: (312) 696-4680

Telecopy:   (312) 696-4535
	 	$	40,000,000	 	 	 	10.000000000	%
	 
	Name: KeyBank National Association

Address:127 Public Square

Cleveland, Ohio 44114

Attention: Brian Fox

Telephone: (216) 689-4599

Telecopy:   (216) 689-4649
	 	$	35,000,000	 	 	 	8.750000000	%
	 
	Name: Fifth Third Bank – an Ohio Banking

Corporation

Address: 38 Fountain Square Plaza

Cincinnati, Ohio 45263

Attention: Martin H. McGinty

Telephone: (216) 274-5098

Telecopy:   (216) 274-5617
	 	$	35,000,000	 	 	 	8.750000000	%
	 
	Name: Commerzbank AG

Address: 2 World Financial Center

New York, New York 10281-1050

Attention: Patrick Hartweger

Telephone: (212) 266-7726

Telecopy:   (212) 266-7565
	 	$	30,000,000	 	 	 	7.500000000	%
	 
	Name: RBS Citizens, N.A.

Address:1215 Superior Avenue

Cleveland, Ohio 44114

Attention: Joshua Botnick

Telephone: (216) 277-0250

	 	$	25,000,000	 	 	 	6.250000000	%






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 
	 	 	Commitment for	 	 	 	 
	 	 	Revolving Credit	 	 	 	 
	Lender	 	Loans	 	 	Ratable Share	 
	Name: The Huntington National Bank

Address:41 South High Street

Columbus, Ohio 43215

Attention: Amanda M. Sigg

Telephone: (614) 480-4767

Telecopy:   (877) 274-8593
	 	$	20,000,000	 	 	 	5.000000000	%
	 
	Name: The Northern Trust Company

Address: 50 S. La Salle Street

Chicago, Illinois 60603

Attention: Jeffrey Sullivan

Telephone: (312) 444-7634

Telecopy:   (312) 557-1425
	 	$	15,000,000	 	 	 	3.750000000	%
	 
	Name: FirstMerit Bank, N.A.

Address: 106 South Main Street

Akron, Ohio 44308

Attention: Robert G. Morlan

Telephone: (330) 996-6420

Telecopy:   (330) 996-6394
	 	$	10,000,000	 	 	 	2.500000000	%
	 
	Total
	 	$	400,000,000	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 






 









 






SCHEDULE 1.1(B)



COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES



Part 2 — Addresses for Notices to Borrowers:




ADMINISTRATIVE AGENT




Name: PNC Bank, National Association

Address: 1900 East 9th Street

Locator B7-YB13-34-3

Cleveland, Ohio 44114

Attention: Christian Brown

Telephone: (216) 222-8120

Telecopy:   (216) 222-9396




With a Copy To:



Agency Services, PNC Bank, National Association

Mail Stop: P7-PFSC-04-I

Address: 500 First Avenue

Pittsburgh, PA 15219

Attention: Agency Services

Telephone: 412 762 6442

Telecopy:   412 762 8672



BORROWERS:




c/o RPM International Inc.

2628 Pearl Road

P.O. Box 777

Medina, Ohio 44258




 









 





Schedule 2.8.1

Letters of Credit




	 	 	 	 	 	 	 	 	 	 	 
	Standby Letter	 	Letter of Credit	 	 	 	 	 	 
	of Credit Reference	 	Balance (as of	 	 	 	 	 	 
	Number	 	Closing Date)	 	Maturity Date	 	Applicant	 	Beneficiary
	12500451

	 	$	779,000.00	 	 	4/1/2011
	 	RPM International, Inc.
	 	Lumbermans Mutual Insurance Company
	12500450

	 	$	477,000.00	 	 	8/31/2011
	 	RPM International, Inc.
	 	The Travelers Indemnity Company
	12500452

	 	$	3,000,000.00	 	 	4/1/2011
	 	RPM International, Inc.
	 	Ace American Insurance Company
	12500454

	 	$	215,485.00	 	 	10/11/2011
	 	RPM International, Inc.
	 	Bank of America
	12500458

	 	$	9,154.00	 	 	9/15/2011
	 	Rust-Oleum Corporation
	 	Village of Vernon Hills
	12500349

	 	$	68,431.59	 	 	8/1/2011
	 	RPM Wood Finishes Group, Inc.
	 	Solvents Recovery Service
	12500457

	 	$	4,926,092.70	 	 	7/22/2011
	 	Rust-Oleum Corporation
	 	A. Bruce White
	12500570

	 	$	550,503.57	 	 	8/1/2011
	 	RPM Wood Finishes Group, Inc.
	 	Solvents Recovery Service
	18113430

	 	$	30,485.95	 	 	7/14/2011
	 	Rust-Oleum Corporation
	 	Lake County Stormwater Management







 











 




Schedule 6.1.2






(12/17/10)




	 	 	 
	Company Name	 	Place of Incorporation
	A/D Fire Protection Systems Corp.

	 	Nevada (USA)
	A/D Fire Protection Systems Inc.

	 	Canada
	Advanced Construction Materials Limited (Dormant)

	 	United Kingdom
	Advanced Sealants Limited (Dormant)

	 	United Kingdom
	Agpro (N.Z.) Limited

	 	New Zealand
	AgriCoat Industries Limited (Dormant)

	 	United Kingdom
	AgriCoat NatureSeal Limited (83% JV)

	 	United Kingdom
	Alteco Technik GmbH

	 	Germany
	Amtred Limited (Dormant)

	 	United Kingdom
	Anglo Building Products Limited (Dormant)

	 	United Kingdom
	Ardenbrite Products Limited (Dormant)

	 	United Kingdom
	Ascoat Contracting Pty. Ltd.

	 	Australia
	Ascoat Pty. Ltd.

	 	Australia
	AWCI Insurance Company, Ltd. (27.03% JV)

	 	Bermuda
	Beijing Dryvit Chemical Building Materials Co., Ltd. (88% JV)

	 	China
	Bondex International, Inc.

	 	Delaware (USA)
	Bridgecare (UK) Limited

	 	United Kingdom
	Britflex Limited (Dormant)

	 	United Kingdom
	CAI-Tec GmbH

	 	Switzerland
	Canam Building Envelope Specialists Inc.

	 	Canada
	Carboline Company

	 	Delaware (USA)
	Carboline Dalian Paint Production Co., Ltd. (49% JV)

	 	China
	Carboline Dubai Corporation

	 	Missouri (USA)
	Carboline France S.A.S.

	 	France
	Carboline (India) Private Limited (80% JV)

	 	India
	Carboline International Corporation

	 	Delaware (USA)
	Carboline Italia S.p.A.

	 	Italy
	Carboline Korea Ltd. (49% JV)

	 	Korea
	Carboline Marine Europe AS

	 	Norway
	Carboline Norge AS

	 	Norway
	Chemical Specialties Manufacturing Corporation

	 	Maryland (USA)
	Chemrite Equipment Systems (Pty.) Ltd.

	 	South Africa
	Chemspec Europe Limited

	 	United Kingdom
	Chemtec Chemicals B.V.

	 	Netherlands
	Colcon NV

	 	Belgium
	Corgrate Fiberglass Systems, S.A. de C.V.

	 	Mexico
	Crossco (261) Limited (Dormant)

	 	United Kingdom
	Crossco (754) Limited (Dormant)

	 	United Kingdom
	Dane Color UK Limited

	 	United Kingdom
	DAP Brands Company

	 	Delaware (USA)
	DAP Holdings, LLC

	 	Delaware (USA)
	DAP Products Inc.

	 	Delaware (USA)
	Day-Glo Color Corp.

	 	Ohio (USA)
	Day-Glo Hong Kong Limited

	 	Hong Kong
	Deancove Limited (Dormant)

	 	United Kingdom
	Dryvit Holdings, Inc.

	 	Delaware (USA)
	Dryvit Systems, Inc.

	 	Rhode Island (USA)





 




			
	**	 	When a % is noted without JV, the remaining % of shares are held by the directors of the
company.




 









 






	 	 	 
	Company Name	 	Place of Incorporation
	Dryvit Systems USA (Europe) Sp. zo.o.

	 	Poland
	Dryvit UK Limited

	 	United Kingdom
	Duratec Coatings Consultants Limited (Dormant)

	 	United Kingdom
	Ecoloc NV

	 	Belgium
	Espan Corporation Pte. Ltd.

	 	Singapore
	Euclid Admixture Canada Inc.

	 	Canada
	The Euclid Chemical Company

	 	Ohio (USA)
	Euclid Chemical de Centroamérica S.A.

	 	Costa Rica
	Euclid Chemical, Venezuela, S.A.

	 	Venezuela
	Euclid Ecuador, S.A.

	 	Ecuador
	Eucomex S.A. de C.V.

	 	Mexico
	Failsafe Metering International Limited

	 	United Kingdom
	Fibergrate Composite Structures Incorporated

	 	Delaware (USA)
	Fibergrate Composite Structures Limited

	 	United Kingdom
	FibreGrid Limited

	 	United Kingdom
	First Continental Services Co.

	 	Vermont (USA)
	Flowcrete Asia Sdn. Bhd.

	 	Malaysia
	Flowcrete Australia Pty. Limited

	 	Australia
	Flowcrete Europe Limited (Dormant)

	 	United Kingdom
	Flowcrete Group Limited

	 	United Kingdom
	Flowcrete (Hong Kong) Limited

	 	Hong Kong
	Flowcrete India Private Limited

	 	India
	Flowcrete International Limited (Dormant)

	 	United Kingdom
	Flowcrete Middle East FZCO

	 	United Arab Emirates
	Flowcrete New Zealand Limited

	 	New Zealand
	Flowcrete North America, Inc.

	 	Texas (USA)
	Flowcrete Norway AS

	 	Norway
	Flowcrete Polska Sp. zo.o

	 	Poland
	Flowcrete S.A. (Pty.) Limited

	 	South Africa
	Flowcrete Sweden AB

	 	Sweden
	Flowcrete UK Limited

	 	United Kingdom
	GJP Holdings Limited

	 	United Kingdom
	GJP Overseas Limited

	 	United Kingdom
	Gloucester Co., Inc.

	 	Massachusetts (USA)
	Grandcourt NV

	 	Netherlands Antilles
	Grupo StonCor, S.A. de C.V.

	 	Colombia
	Grupo StonCor, S.A. de C.V.

	 	Mexico
	Guardian Protection Products, Inc.

	 	Delaware (USA)
	Hermeta GmbH

	 	Germany
	Holdtite Adhesives Limited

	 	United Kingdom
	Hummervoll Industribelegg AS

	 	Norway
	ilbruck Holdings Limited (Dormant)

	 	United Kingdom
	ilbruck Sealant Systems NV

	 	Belgium
	Industrial Flooring Services Limited (Dormant)

	 	United Kingdom
	Isocrete Floor Screeds Limited

	 	United Kingdom
	Ivory Industrials (Pty.) Limited (Dormant)

	 	South Africa
	Japan Carboline Company Ltd. (50% JV)

	 	Japan
	Juárez Inmobiliaria, S.A.

	 	Mexico
	Kop-Coat Australia Pty. Limited

	 	Australia
	Kop-Coat, Inc.

	 	Ohio (USA)
	Kop-Coat New Zealand Limited

	 	New Zealand
	Magnagro Industries Pte. Ltd. (Dormant)

	 	China
	Mantrose-Haeuser Co., Inc.

	 	Massachusetts (USA)






 




			
	**	 	When a % is noted without JV, the remaining % of shares are held by the directors of the
company.




 









 






	 	 	 
	Company Name	 	Place of Incorporation
	Mantrose UK Limited

	 	United Kingdom
	Martin Mathys NV

	 	Belgium
	Modern Masters Inc.

	 	California (USA)
	Monile France S.àr.l.

	 	France
	NatureSeal, Inc. (83% JV)

	 	Delaware (USA)
	NMBFil, Inc.

	 	Ohio (USA)
	Nufins Limited (Dormant)

	 	United Kingdom
	Nullifire Limited (Dormant)

	 	United Kingdom
	Oakdyke Limited (Dormant)

	 	United Kingdom
	Paramount Technical Products, Inc.

	 	South Dakota (USA)
	Park Dis Ticaret A.S.

	 	Turkey
	Parklin Management Group, Inc.

	 	New Jersey (USA)
	PDR GmbH (9.214% JV)

	 	Germany
	PDR Recycling GmbH & Co. KG (8.32% JV)

	 	Germany
	Permaquik Western Ltd. (77% JV) (In Liquidation)

	 	Canada
	Perstorp Industrial Surfaces Limited (20% JV)

	 	China
	Pipeline and Drainage Systems Limited

	 	United Kingdom
	Pitchmastic PMB Limited

	 	United Kingdom
	Plasite, S.A. de C.V. Mexico (Dormant)

	 	Mexico
	Portazul, S.A. (94%)

	 	Dominican Republic
	Productos Cave S.A.

	 	Chile
	Productos DAP de Mexico, S.A. de C.V.

	 	Mexico
	Radiant Color NV

	 	Belgium
	Redwood Transport, Inc.

	 	Ohio (USA)
	Republic Powdered Metals, Inc.

	 	Ohio (USA)
	ROC Sales, Inc.

	 	Delaware (USA)
	RPM Asia Pte. Ltd.

	 	Singapore
	RPM/Belgium NV

	 	Belgium
	RPM Building Solutions Europe GmbH

	 	Germany
	RPM Building Solutions Group, Inc.

	 	Delaware (USA)
	RPM Canada, a General Partnership

	 	Canada
	RPM Canada Company

	 	Canada
	RPM Canada Investment Company

	 	Canada
	RPM China Pte. Ltd.

	 	Singapore
	RPM Consumer Holding Company

	 	Delaware (USA)
	RPM Enterprises, Inc.

	 	Delaware (USA)
	RPM Europe Coöperatief U.A.

	 	Dutch Co-op
	RPM Europe Holdco B.V.

	 	Netherlands
	RPM Europe SA

	 	Belgium
	RPM FCP I, Inc.

	 	Delaware (USA)
	RPM FCP II, Inc.

	 	Delaware (USA)
	RPM FCP Belgium SPRL

	 	Belgium
	RPM Funding Corporation

	 	Delaware (USA)
	RPM German Real Estate GmbH & Co. KG

	 	Germany
	RPM German Real Estate Management GmbH

	 	Germany
	RPM Germany GmbH

	 	Germany
	RPM Holdco Corp.

	 	Delaware (USA)
	RPM Holdings UK Limited

	 	United Kingdom
	RPM Industrial Holding Company

	 	Delaware (USA)
	RPM International Inc.

	 	Delaware (USA)
	RPM Ireland IP Limited

	 	Ireland
	RPM Lux Enterprises S.àr.l.

	 	Luxembourg
	RPM Lux Holdco S.àr.l.

	 	Luxembourg






 




			
	**	 	When a % is noted without JV, the remaining % of shares are held by the directors of the
company.




 









 







	 	 	 
	Company Name	 	Place of Incorporation
	RPM Nova Scotia ULC

	 	Canada
	RPM Performance Coatings Group, Inc.

	 	Delaware (USA)
	RPM United Kingdom G.P.

	 	Non-registered UK Partnership
	RPM Wood Finishes Group, Inc.

	 	Nevada (USA)
	RPM Wood Finishes-Hong Kong Limited

	 	Hong Kong
	RPM Wood Finishes Ltd.-Shanghai

	 	China
	RPOW France S.A.S.

	 	France
	RPOW UK Limited

	 	United Kingdom
	RSIF International Limited

	 	Ireland
	Rust-Oleum Argentina S.A.

	 	Argentina
	Rust-Oleum Brands Company

	 	Delaware (USA)
	Rust-Oleum Corporation

	 	Illinois (USA)
	Rust-Oleum France S.A.S.

	 	France
	Rust-Oleum International, LLC

	 	Delaware (USA)
	Rust-Oleum Japan Corporation

	 	Japan
	Rust-Oleum Mathys Italia S.r.l. (In Liquidation)

	 	Italy
	Rust-Oleum Netherlands B.V.

	 	Netherlands
	Rust-Oleum Sales Company, Inc.

	 	Ohio (USA)
	Rust-Oleum UK Limited

	 	United Kingdom
	Sandco 953 Limited (Dormant)

	 	United Kingdom
	Shanghai Tremco International Trading Co., Ltd. (Dormant)

	 	China
	Sino-British Flowcrete (Beijing) Trading Limited

	 	China
	SK Polymers FZCO (50% JV)

	 	United Arab Emirates
	Specialty Products Holding Corp.

	 	Ohio
	StonCor Africa (Pty.) Ltd.

	 	South Africa
	StonCor Benelux B.V.

	 	Netherlands
	StonCor Corrosion Specialists Group Ltda.

	 	Brazil
	StonCor (Deutschland) GmbH

	 	Germany
	StonCor España SL

	 	Spain
	StonCor Group, Inc.

	 	Delaware (USA)
	StonCor Ireland Limited

	 	Ireland
	StonCor Lux S.ár.l

	 	Luxembourg
	StonCor Middle East LLC (49% JV)

	 	United Arab Emirates
	StonCor Namibia (Pty.) Ltd.

	 	Namibia
	StonCor Poland Sp. zo.o.

	 	Poland
	StonCor South Cone S.A.

	 	Argentina
	StonCor (Zhangjiagang Free Trade Zone) Trading Co., Ltd.

	 	China
	Stonhard de Mexico, S.A. de C.V. (99.99%)

	 	Mexico
	Stonhard Nederland B.V.

	 	Netherlands
	Stonhard S.A.S.

	 	France
	Stonhard (U.K.) Limited

	 	United Kingdom
	Structurecare Limited

	 	United Kingdom
	TCI, Inc.

	 	Georgia (USA)
	TCI Powder Coatings de Mexico, S.A. de C.V.

	 	Mexico
	The Testor Corporation

	 	Ohio (USA)
	Timberex International Limited (Dormant)

	 	United Kingdom
	Tor Coatings Limited

	 	United Kingdom
	Toxement S.A.

	 	Colombia
	Tremco Asia Pacific Pty. Limited

	 	Australia
	Tremco Asia Pte. Ltd.

	 	Singapore
	Tremco Barrier Solutions, Inc.

	 	Delaware (USA)
	Tremco B.V.

	 	The Netherlands
	Tremco Far East Limited (99.999%)

	 	Hong Kong






 




			
	**	 	When a % is noted without JV, the remaining % of shares are held by the directors of the
company.




 









 






	 	 	 
	Company Name	 	Place of Incorporation
	Tremco GmbH (Dormant)

	 	Germany
	Tremco illbruck AB

	 	Sweden
	Tremco illbruck B.V.

	 	Netherlands
	Tremco illbruck Coatings Limited

	 	United Kingdom
	Tremco illbruck Export Limited

	 	United Kingdom
	Tremco illbruck GmbH

	 	Austria
	Tremco illbruck GmbH & Co. KG

	 	Germany
	Tremco illbruck International GmbH

	 	Germany
	Tremco illbruck kft

	 	Hungary
	Tremco illbruck Limited

	 	United Kingdom
	Tremco illbruck NV

	 	Belgium
	Tremco illbruck ooo

	 	Russia
	Tremco illbruck OY

	 	Finland
	Tremco illbruck Productie B.V.

	 	Netherlands
	Tremco illbruck Production SAS

	 	France
	Tremco illbruck Produktion GmbH

	 	Germany
	Tremco illbruck SAS

	 	France
	Tremco illbruck Sp. zo.o.

	 	Poland
	Tremco illbruck s.r.o.

	 	Czech Republic
	Tremco illbruck Swiss AG

	 	Switzerland
	Tremco Incorporated

	 	Ohio (USA)
	Tremco (Malaysia) Sdn. Bhd.

	 	Malaysia
	Tremco Pty. Limited

	 	Australia
	Tremco Roofing & Facility Services Private Limited

	 	India
	Tremco Roofing UK Limited

	 	United Kingdom
	Tretobond Limited (Dormant)

	 	United Kingdom
	Tretol Group Limited (Dormant)

	 	United Kingdom
	Tretol Limited (Dormant)

	 	United Kingdom
	Universal Sealants Limited (Dormant)

	 	United Kingdom
	Universal Sealants (U.K.) Limited

	 	United Kingdom
	USL Asia Pacific Pte. Ltd. (25% JV)

	 	Singapore
	Vandex AG (95%)

	 	Switzerland
	Vandex Holding AG (99%)

	 	Switzerland
	Vandex International AG (99.88%)

	 	Switzerland
	Vandex Isoliermittel Gesellschaft m.b.H

	 	Germany
	Vandex (UK) Limited

	 	United Kingdom
	Vandex (USA) LLC (49% JV)

	 	Pennsylvania (USA)
	Visul Systems Limited

	 	United Kingdom
	Watco GmbH

	 	Germany
	Watco Group Manufacturing Limited (Dormant)

	 	United Kingdom
	Watco International Limited (Dormant)

	 	United Kingdom
	Watco Limited (Dormant)

	 	United Kingdom
	Watco S.àr.l.

	 	France
	Watco UK Limited

	 	United Kingdom
	Weatherproofing Technologies, Inc.

	 	Delaware (USA)
	Wm. Zinsser Limited (Dormant)

	 	United Kingdom
	Zhongshan Star Marine Coating Ltd. (25% JV) (Dormant)

	 	China
	Zinsser Asia Pacific Pty. Limited

	 	Australia
	Zinsser Brands Company

	 	Delaware (USA)
	Zinsser Divestiture Co., Inc.

	 	New York (USA)
	Zinsser Europe NV (Dormant) (In liquidation)

	 	Belgium
	Zinsser Holdings, LLC

	 	Delaware (USA)








 




			
	**	 	When a % is noted without JV, the remaining % of shares are held by the directors of the
company.




 









 










Schedule 8.2.4

Affiliate Transactions





	1.	 	All transactions contemplated by that certain Administrative Services Agreement,
dated as of June 1, 2010, between the Company and Specialty Products Holding Corp.






	2.	 	Administrative, management and other similar services (and reimbursements therefor)
performed by Consolidated Subsidiaries for Excluded Subsidiaries, or by Excluded
Subsidiaries for the Company or its Consolidated Subsidiaries, in the ordinary course of
business consistent with past practice.






	3.	 	Performance and other guaranties or credit support issued by the Company or any of
its Consolidated Subsidiaries before June 1, 2010 in favor of any of the Excluded
Subsidiaries in an aggregate amount of less than $3,000,000, and any renewals thereof.






	4.	 	Indemnification agreements and similar arrangements entered into with officers,
directors, consultants and key employees of any Excluded Subsidiaries entered into in the
ordinary course of business, and the payment of amounts under such agreements and
arrangements.






	5.	 	Royalties and similar fees in an aggregate amount not to exceed $1,000,000 in any
fiscal year, and any associated licensing agreements.






	6.	 	Sharing of warehouse and other storage and work space in the ordinary course of
business consistent with past practice.






	7.	 	Other transactions (excluding transfers, sales, leases, assignments and other
dispositions of assets) entered into in the ordinary course of business in accordance with
past practice and not having a material impact on the Company’s and its Consolidated
Subsidiaries’ business or operations






 











 





EXHIBIT 1.1(A)




ASSIGNMENT AND ASSUMPTION AGREEMENT



     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment and Assumption”) 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 meanings given to them in the Credit Agreement identified below (as the same
may be amended, restated, modified, or supplemented, 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 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 (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including, without limitation, any
Letters of Credit and guarantees 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) 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
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor.





	 	 	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	Assignor:
	 	____________________________________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	Assignee:
	 	____________________________________
	 

	 	 	 	 	 	 	 	[and is an Affiliate of [identify Lender]]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	Borrowers:
	 	RPM INTERNATIONAL INC., and certain of its Affiliates named in the
Credit Agreement (referred to below)
	 
	 	 	 	 	 	 	 	 
	 

	 	 	4.	 	 	Administrative Agent:
	 	PNC BANK, NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement






 









 






	 	 	 	 	 	 	 	 	 

	 

	 	 	5.	 	 	Credit Agreement:
	 	The Credit Agreement dated as of January 5, 2011 among RPM
International Inc., the other Borrowers now or hereafter party thereto, the Lenders now
or party thereto, and PNC Bank, National Association, as Administrative Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	6.	 	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount	 	 	 	 	 	 	 	 	 	 
	 	 	of	 	 	Amount of	 	 	Percentage Assigned	 	 	 	 
	Facility	 	Commitment/Loans	 	 	Commitment/	 	 	of	 	 	 	 
	Assigned	 	for all Lenders	 	 	Loans Assigned	 	 	Commitment/Loans1	 	 	CUSIP Number	 
	Revolving Credit Commitment
	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 






	 	 	 	 	 	 	 	 	 

	 

	 	 	7.	 	 	[Trade Date:
	 	______________]2








 




			
	1	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.
	 
	2	 	To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.




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.]3


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




	 	 	 	 	 	 	 

	 	 	ASSIGNOR	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 








 




			
	3	 	Assignor shall pay a fee of $3,500 to the
Administrative Agent in connection with the Assignment and Assumption.




 









 










	 	 	 	 	 	 	 

	 	 	Consented to and Accepted:	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as

Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 






 









 






	 	 	 	 	 	 	 

	 	 	Consented to:4	 	 
	 
	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	RPM LUX HOLDCO S.ÀR.L.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	RPOW UK LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 








 




			
	4	 	INCLUDE BORROWERS’ CONSENT ONLY IF APPLICABLE.




 









 










	 	 	 	 	 	 	 

	 	 	RPM EUROPE HOLDCO B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 
	 
	 
	 	 	 	 	 	 
	 	 	RPM CANADA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	TREMCO ILLBRUCK COATINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	RPM CANADA COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 






 









 






	 	 	 	 	 	 	 

	 	 	TREMCO ASIA PACIFIC PTY. LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 
	 	 
	 
	 

	 	Title:
	 	 
	 	 






 









 






ANNEX 1




RPM INTERNATIONAL INC. ET AL.



CREDIT FACILITY



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 Assumption 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 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 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 requirements of an eligible assignee under the Credit Agreement
(subject to receipt of such consents as may be required under 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 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 8.3 [Reporting Requirements] thereof, as
applicable, 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 Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, [(v) [to be included in case
Commitment/Loans to a Netherlands Borrower is/are assigned and in case the Assignee (new Lender) is
located in or organized under the laws of the Netherlands] the Assignee confirms on the Trade
Date that its amount of Commitments/Loans assumed is at least the Dollar Equivalent of EUR 50,000
or that it otherwise qualifies as a professional market party (professionele marktpartij) within
the meaning of the Dutch Act on Financial Supervision (Wet op het financieel toezicht) and any
regulation promulgated thereunder as amended or replaced from time to time.,] and (v[i]) if
Assignee is not incorporated or organized under the Laws of the United States of America or a state
thereof,
attached to the Assignment and Assumption is any



 









 







documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, 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 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 Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.



     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 internal laws of the State of New York without regard to
its conflict of laws principles.




2











 





EXHIBIT 1.1(B)




BORROWER JOINDER AND ASSUMPTION AGREEMENT



     THIS BORROWER JOINDER AND ASSUMPTION AGREEMENT is made as of _______________, 20___, by
_____________________________, a _________________________ [corporation/partnership/limited
liability company] (the “New Borrower”).


Background




     Reference is made to (i) the Credit Agreement dated as of January 5, 2011 (as the same may be
modified, supplemented or amended, the “Credit Agreement”) by and among RPM International Inc., a
Delaware corporation (the “Company”), the other Borrowers and Borrowers now or hereafter party
thereto, PNC Bank, National Association, in its capacity as administrative agent for the Lenders
party thereto (in such capacity, the “Administrative Agent”), and the Lenders now or hereafter
party thereto, (ii) the Revolving Credit Notes dated as of January 5, 2011 made by the Borrowers
and payable to the Lenders (the “Revolving Credit Notes”), (iii) the Swing Loan Note dated as of
January 5, 2011 made by the Borrowers and payable to PNC Bank, National Association (the “Swing
Loan Note” and together with the Revolving Credit Notes, collectively referred to herein as the
“Notes”), and (iv) the other Loan Documents referred to in the Credit Agreement, as the same may be
modified, supplemented or amended (the “Loan Documents”).



Agreement




     Capitalized terms defined in the Credit Agreement are used herein as defined therein. In
consideration of the New Borrower becoming a Borrower under the terms of the Credit Agreement and
in consideration of the value of the direct and indirect benefits received by New Borrower as a
result of becoming affiliated with the Borrowers and the Borrowers, the New Borrower hereby agrees
that effective as of the date hereof it hereby is, and shall be deemed to be, a Borrower under the
Credit Agreement, the Notes and each of the other Loan Documents to which the Borrowers are a party
and agrees that from the date hereof and so long as any Loan or any Commitment of any Lender shall
remain outstanding and until the Payment In Full, subject in the case of a Foreign Borrower to the
applicable provisions of the Credit Agreement, New Borrower has assumed the joint and several
obligations of a “Borrower” or a “Company”, as applicable, under, and New Borrower shall perform,
comply with and be subject to and bound by, jointly and severally, each of the terms, provisions
and waivers of, the Credit Agreement, the Notes and each of the other Loan Documents which are
stated to apply to or are made by a “Borrower” or a “Company”, as the case may be. Without
limiting the generality of the foregoing, the New Borrower hereby represents and warrants that (i)
each of the representations and warranties set forth in Article 6 of the Credit Agreement
applicable to New Borrower as a Borrower is true and correct as to New Borrower on and as of the
date hereof, and (ii) New Borrower has heretofore received a true and correct copy of the Credit
Agreement, the Notes and each of the other Loan Documents (including any modifications thereof or
supplements or waivers thereto) in effect on the date hereof.



 









 





     New Borrower hereby makes, affirms and ratifies in favor of the Lenders and the Administrative
Agent the Credit Agreement, the Notes and each of the other Loan Documents given by the Borrowers
and the Companies, as the case may be, to Administrative Agent and any of the Lenders.



     New Borrower is simultaneously delivering to the Administrative Agent the following documents
together with the Borrower Joinder required under Section 12.15.1 [Joinder of Borrowers]:




	 	 	 	Updated Schedules to Credit Agreement as described below [Note: updates to schedules
do not cure any breach of warranties].
	 
	 	 	 	Items for New Borrower specified in Sections 7.1.1(i), (ii), (iii), (iv), (v) and
(viii) of the Credit Agreement, and fulfillment of any other appropriate
requirements set forth in Section 7.1.1., as applicable and as applied to New
Borrower.





	 	 	 	 	 
	 	 	 	 	Not
	Schedule No. and Description	 	Delivered	 	Delivered
	Schedule 6.1.2 - Subsidiaries
	 	o	 	o
	 
	 	 	 	 
	Opinion of Counsel (Schedule 7.1.1)
	 	o	 	o
	 
	 	 	 	 
	Any other Schedules to Credit Agreement that
necessitate updates after giving effect to
this Borrower Joinder and Assumption
Agreement
	 	o	 	o






     In furtherance of the foregoing, New Borrower shall execute and deliver or cause to be
executed and delivered at any time and from time to time such further instruments and documents and
do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion
of the Administrative Agent to carry out more effectively the provisions and purposes of this
Borrower Joinder and Assumption Agreement.



     This Borrower Joinder and Assumption Agreement may be executed in any number of counterparts,
and by different parties hereto in separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one and the same instrument. New
Borrower acknowledges and agrees that a telecopy transmission to the Administrative Agent or any
Lender of signature pages hereof purporting to be signed on behalf of New Borrower shall constitute
effective and binding execution and delivery hereof by New Borrower.



[SIGNATURE PAGE FOLLOWS]









2









 








[SIGNATURE PAGE — BORROWER JOINDER AND ASSUMPTION AGREEMENT]




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Borrower has duly
executed this Borrower Joinder and Assumption Agreement and delivered the same to the
Administrative Agent for the benefit of the Lenders, as of the date and year first above written
with the intention that it constitute a sealed instrument.



	 	 	 	 	 	 	 

	 
	 

	 	By:
	 	 	 	(SEAL)
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 

	Acknowledged and accepted:	 	 
	 
	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	Name:

	 	 
	 	 
	 
	Title:
	 	 	 	 






 











 





EXHIBIT
1.1 (L)




LENDER JOINDER AND ASSUMPTION AGREEMENT



     THIS LENDER JOINDER AND ASSUMPTION AGREEMENT (the “Joinder”) is made as of ____________, 20__
(the “Effective Date”) by ____________________________, (the “New Lender”).



Background




     Reference is made to the Credit Agreement dated as of January 5, 2011 among RPM INTERNATIONAL
INC., a Delaware corporation, the other Borrowers now or hereafter party thereto, Lenders now or
hereafter party thereto and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the
“Administrative Agent”) (as the same has been and may hereafter be modified, supplemented, amended
or restated, the “Credit Agreement”). Capitalized terms defined in the Credit Agreement are used
herein as defined therein.



Agreement




     In consideration of the Lenders permitting the New Lender to become a Lender under the Credit
Agreement, the New Lender agrees that effective as of the Effective Date it shall become, and shall
be deemed to be, a Lender under the Credit Agreement and each of the other Loan Documents and
agrees that from the Effective Date and so long as the New Lender remains a party to the Credit
Agreement, such New Lender shall assume the obligations of a Lender under and perform, comply with
and be bound by each of the provisions of the Credit Agreement which are stated to apply to a
Lender and shall be entitled (in accordance with its Ratable Share) to the benefits, rights and
remedies set forth therein and in each of the other Loan Documents. The New Lender hereby
acknowledges that it has heretofore received (i) a true and correct copy of the Credit Agreement
(including any modifications thereof or supplements or waivers thereto) as in effect on the
Effective Date, and (ii) the executed original of its Revolving Credit Note dated the Effective
Date issued by the Borrowers under the Credit Agreement in the face amount of $____________.



     The Commitments and Ratable Shares of the New Lender and each of the other Lenders are as set
forth on Schedule 1.1(B) to the Credit Agreement. Schedule 1.1(B) to the Credit
Agreement is being amended and restated effective as of the Effective Date hereof to read as set
forth on Schedule 1.1(B) hereto. Schedule 1 hereto lists as of the date hereof the
amount of Loans under each outstanding Borrowing Tranche. Notwithstanding the foregoing on the
date hereof, the Borrowers shall repay all outstanding Loans to which either the Base Rate Option
or the Euro Rate Option applies and simultaneously reborrow a like amount of Loans under each such
Interest Rate Option from the Lenders (including the New Lender) according to the Ratable Shares
set forth on attached Schedule 1.1(B) and shall be subject to breakage fees and other
indemnities provided in Section 5.10 [Indemnity].



     The New Lender is executing and delivering this Joinder as of the Effective Date and
acknowledges that it shall: (A) participate in all new Revolving Credit Loans borrowed by the
Borrowers on and after the Effective Date according to its Ratable Share; and (B) participate in



 









 




all Letters of Credit outstanding on and after the Effective Date according to its Ratable
Share. [[To be included to be included in case Commitment/Loans to a Netherlands Borrower
is/are provided and in case New Lender is located in or organized under the laws of the
Netherlands] the New Lender further confirms on the date hereof that its amount of
Commitments/Loans is at least the Dollar Equivalent of EUR 50,000 or that it otherwise qualifies as
a professional market party (professionele marktpartij) within the meaning of the Dutch Act on
Financial Supervision (Wet op het financieel toezicht) and any regulation promulgated thereunder as
amended or replaced from time to time.]




[SIGNATURE PAGE FOLLOWS]









2









 








[SIGNATURE PAGE TO LENDER

JOINDER AND ASSUMPTION AGREEMENT]




     IN WITNESS WHEREOF, the New Lender has duly executed and delivered this Joinder as of the
Effective Date.



	 	 	 	 	 

	 	 	[NEW LENDER]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 





[ACKNOWLEDGEMENT TO LENDER JOINDER AND ASSUMPTION AGREEMENT]




	 	 	 	 	 

	ACKNOWLEDGED:	 	 
	 
	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	Name:

	 	 
	 	 
	 

	 	 	 	 
	 
	Title:
	 	 	 	 
	 

	 	 	 	 






 









 








[SIGNATURE PAGE TO LENDER

JOINDER AND ASSUMPTION AGREEMENT]




BORROWERS:




	 	 	 	 	 

	 	 	RPM INTERNATIONAL INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 

	 	 	RPM LUX HOLDCO S.ÀR.L.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 

	 	 	RPOW UK LIMITED
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 





[SIGNATURE PAGE TO LENDER

JOINDER AND ASSUMPTION AGREEMENT]




	 	 	 	 	 

	 	 	RPM EUROPE HOLDCO B.V.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 

	 	 	RPM CANADA
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 

	 	 	TREMCO ILLBRUCK COATINGS LIMITED
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 

	 	 	RPM CANADA COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






[SIGNATURE PAGE TO LENDER

JOINDER AND ASSUMPTION AGREEMENT]




	 	 	 	 	 

	 	 	TREMCO ASIA PACIFIC PTY. LIMITED
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 










 









 








SCHEDULE 1.1(B)




COMMITMENTS OF LENDERS








 









 








SCHEDULE 1




OUTSTANDING TRANCHES




 











 





EXHIBIT 1.1(N)(1)




REVOLVING CREDIT NOTE



			
	 	 	 
	$                    
	 	Pittsburgh, Pennsylvania

January 5, 2011






     FOR VALUE RECEIVED, the undersigned, RPM INTERNATIONAL INC., a Delaware corporation, RPM LUX
HOLDCO S.ÀR.L., a limited liability company formed under the laws of Luxembourg, RPOW UK LIMITED, a
limited liability company formed under the laws of England and Wales, RPM EUROPE HOLDCO B.V., a
private company with limited liability formed under the laws of The Netherlands, RPM CANADA, a
general partnership registered under the laws of the Province of Ontario, TREMCO ILLBRUCK COATINGS
LIMITED, a limited company formed under the laws of England and Wales, RPM CANADA COMPANY, an
unlimited company formed under the laws of Nova Scotia, TREMCO ASIA PACIFIC PTY. LIMITED, a
corporation incorporated under the laws of the Commonwealth of Australia (herein collectively
called the “Borrowers”), hereby unconditionally promise to pay to the order of
___________________________ (the “Lender”), the lesser of (i) the principal sum of
_______________________ Dollars (US$____________) (or the Dollar Equivalent of such amount in
Optional Currencies as provided in the Credit Agreement), or (ii) the aggregate unpaid principal
balance of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.1
[Revolving Credit Commitment] of the Credit Agreement, dated as of January 5, 2011 among the
Borrowers and the other Borrowers hereafter party thereto, the Lenders now or hereafter party
thereto and PNC Bank, National Association, as administrative agent, (hereinafter referred to in
such capacity as the “Administrative Agent”) (as amended, restated, modified, or supplemented from
time to time, the “Credit Agreement”), together with all outstanding interest thereon on the
Expiration Date or as otherwise provided in the Credit Agreement. This Revolving Credit Note is
subject to all the terms and conditions of the Credit Agreement.



     The Borrowers shall pay interest on the unpaid principal balance hereof from time to time
outstanding from the date hereof at the rate or rates per annum specified by the Borrowers pursuant
to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit
Agreement, interest on this Revolving Credit Note will be payable pursuant to Section 5.5 [Interest
Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to
be made or taken hereunder shall be stated to be or become due on a day which is not a Business
Day, such payment or action shall be made or taken on the next following Business Day, unless
otherwise provided in the Credit Agreement, and such extension of time shall be included in
computing interest or fees, if any, in connection with such payment or action. Upon the occurrence
and during the continuation of an Event of Default, the Borrowers shall pay interest on the entire
principal amount of the then outstanding Revolving Credit Loans evidenced by this Revolving Credit
Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and
the other Loan Documents at a rate per annum and as otherwise set
forth in Section 4.3 [Interest After Default] of the Credit Agreement. Such interest rate
will accrue before and after any judgment has been entered.



 









 







     Subject to the provisions of the Credit Agreement, payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature at the office of the
Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219 unless otherwise
directed in writing by the Administrative Agent, in lawful money of the United States of America in
immediately available funds.



     This Revolving Credit Note is one of the Notes referred to in, and is entitled to the benefits
of, the Credit Agreement and the other Loan Documents, including the representations, warranties,
covenants, conditions, security interests and Liens contained or granted therein. The Credit
Agreement among other things contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments, in certain circumstances, on account
of principal hereof prior to maturity upon the terms and conditions therein specified. Each
Borrower waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Revolving
Credit Note and the Credit Agreement.



     This Revolving Credit Note shall bind the Borrowers and their successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All
references herein to the “Borrowers” and the “Lender” shall be deemed to apply to the Borrowers and
the Lender, respectively, and their respective successors and assigns as permitted under the Credit
Agreement.



     This Revolving Credit Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes be governed, by and
construed and enforced in accordance with, the internal laws of the State of Ohio without giving
effect to its conflicts of law principles.



     All capitalized terms used herein shall, unless otherwise defined herein, have the same
meanings given to such terms in the Credit Agreement and Section 1.2 [Construction] of the Credit
Agreement shall apply to this Revolving Credit Note.



     The liability of the Foreign Borrowers under this Note is subject to the provisions of Section
12.14 [Foreign Borrowers] of the Credit Agreement.



[SIGNATURE PAGES FOLLOW]









2









 








[SIGNATURE PAGE 1 OF 3 TO REVOLVING CREDIT NOTE]




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has
executed this Revolving Credit Note by its duly authorized officer with the intention that it
constitute a sealed instrument.



	 	 	 	 	 	 	 

	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	RPM LUX HOLDCO S.ÀR.L.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	RPOW UK LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






[SIGNATURE PAGE 2 OF 3 TO REVOLVING CREDIT NOTE]




	 	 	 	 	 	 	 

	 	 	RPM EUROPE HOLDCO B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	RPM CANADA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TREMCO ILLBRUCK COATINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	RPM CANADA COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






[SIGNATURE PAGE 3 OF 3 TO REVOLVING CREDIT NOTE]




	 	 	 	 	 	 	 

	 	 	TREMCO ASIA PACIFIC PTY. LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






EXHIBIT 1.1(N)(2)




SWING LOAN NOTE



			
	 	 	 
	$35,000,000
	 	Pittsburgh, Pennsylvania

January 5, 2011






     FOR VALUE RECEIVED, the undersigned, RPM INTERNATIONAL INC., a Delaware corporation, RPM LUX
HOLDCO S.ÀR.L., a limited liability company formed under the laws of Luxembourg, RPOW UK LIMITED, a
limited liability company formed under the laws of England and Wales, RPM EUROPE HOLDCO B.V., a
private company with limited liability formed under the laws of The Netherlands, RPM CANADA, a
general partnership registered under the laws of the Province of Ontario, TREMCO ILLBRUCK COATINGS
LIMITED, a limited company formed under the laws of England and Wales, RPM CANADA COMPANY, an
unlimited company formed under the laws of Nova Scotia, TREMCO ASIA PACIFIC PTY. LIMITED, a
corporation incorporated under the laws of the Commonwealth of Australia (herein collectively
called the “Borrowers”), hereby unconditionally promise to pay to the order of PNC BANK, NATIONAL
ASSOCIATION (the “Lender”), the lesser of (i) the principal sum of Thirty-Five Million Dollars
(US$35,000,000), or (ii) the aggregate unpaid principal balance of all Swing Loans made by the
Lender to the Borrowers pursuant Section 2.1.4 [Swing Loan Commitment] to the Credit Agreement,
dated as of January 5, 2011, among the Borrowers and the other Borrowers now or hereafter party
thereto, the Lenders now or hereafter party thereto, and PNC Bank, National Association, as
administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated,
modified, or supplemented from time to time, the “Credit Agreement”), payable with respect to each
Swing Loan evidenced hereby on the earlier of (i) demand by the Lender or (ii) the Expiration Date,
or as otherwise provided in the Credit Agreement. This Swing Loan Note is subject to all the terms
and conditions of the Credit Agreement. The aggregate amount of all Swing Loans is subject to
compliance with the Swing Loan Sublimit.



     The Borrowers shall pay interest on the unpaid principal balance of each Swing Loan from time
to time outstanding from the date hereof at the rate per annum and on the date(s) provided in the
Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Swing Loan
Note will be payable pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided
in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated
to be or become due on a day which is not a Business Day, such payment or action shall be made or
taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and
such extension of time shall be included in computing interest or fees, if any, in connection with
such payment or action. Upon the occurrence and during the continuation of an Event of Default,
the Borrowers shall pay interest on the entire principal amount of the then outstanding Swing Loans
evidenced by this Swing Loan Note at a
rate per annum and as otherwise set forth in Section 4.3 [Interest After Default] of the
Credit Agreement. Such interest rate will accrue before and after any judgment has been entered.



 









 





     Subject to the provisions of the Credit Agreement, payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature at the office of the
Administrative Agent located at 500 First Avenue, Pittsburgh, Pennsylvania 15219, unless otherwise
directed in writing by the holder hereof, in lawful money of the United States of America in
immediately available funds.



     This Swing Loan Note is one of the Notes referred to in, and is entitled to the benefits of,
the Credit Agreement and the other Loan Documents, including the representations, warranties,
covenants, conditions, security interests and Liens contained or granted therein. The Credit
Agreement among other things contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments, in certain circumstances, on account
of principal hereof prior to maturity upon the terms and conditions therein specified. Each
Borrower waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Swing Loan
Note and the Credit Agreement.



     Each Borrower acknowledges and agrees that the Lender may at any time and in its sole
discretion demand payment of all amounts outstanding under this Swing Loan Note without prior
notice to the Borrowers.



     This Swing Loan Note shall bind the Borrowers and their successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All
references herein to the “Borrowers” and the “Lender” shall be deemed to apply to the Borrowers and
the Lender, respectively, and their respective successors and assigns as permitted under the Credit
Agreement.



     This Swing Loan Note and any other documents delivered in connection herewith and the rights
and obligations of the parties hereto and thereto shall for all purposes be governed, by and
construed and enforced in accordance with, the internal laws of the State of Ohio without giving
effect to its conflicts of law principles.



     All capitalized terms used herein shall, unless otherwise defined herein, have the same
meanings given to such terms in the Credit Agreement and Section 1.2 [Construction] of the Credit
Agreement shall apply to this Swing Loan Note.



     The liability of the Foreign Borrowers under this Note is subject to the provisions of Section
12.14 [Foreign Borrowers] of the Credit Agreement.



[SIGNATURE PAGES FOLLOW]









 









 








[SIGNATURE PAGE 1 OF 3 TO SWING LOAN NOTE]




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has
executed this Revolving Credit Note by its duly authorized officer with the intention that it
constitute a sealed instrument.



	 	 	 	 	 	 	 

	 	BORROWERS:	 	 	 
	 
	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	RPM LUX HOLDCO S.ÀR.L.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	RPOW UK LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






[SIGNATURE PAGE 2 OF 3 TO SWING LOAN NOTE]




	 	 	 	 	 	 	 

	 	 	RPM EUROPE HOLDCO B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	RPM CANADA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TREMCO ILLBRUCK COATINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	RPM CANADA COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






[SIGNATURE PAGE 3 OF 3 TO SWING LOAN NOTE]




	 	 	 	 	 	 	 

	 	 	TREMCO ASIA PACIFIC PTY. LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







 












 





EXHIBIT
2.4.1




LOAN REQUEST



	 	 	 

	TO:

	 	PNC Bank, National Association, as Administrative Agent
	 

	 	PNC Firstside Center - P7-PFSC-05-W
	 

	 	500 First Avenue
	 

	 	Pittsburgh, Pennsylvania 15219
	 

	 	Telephone No.: (412) 762-4532
	 

	 	Telecopier No.: (412) 705-2006
	 

	 	Attention: Sharon Turner, PNC Agency Services
	 
	 	 
	FROM:

	 	RPM International Inc., a Delaware corporation (the “Company”)
	 
	 	 
	RE:

	 	Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”),
dated as of January 5, 2011, by and among the Company and the other Borrowers now or hereafter party
thereto, the Lenders now or hereafter party thereto and PNC Bank, National Association, as
administrative agent for the Lenders (the “Administrative Agent”).





Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them
by the Credit Agreement.





	A.	 	Pursuant to Section 2.4.1 [Revolving Credit Loan Requests] or Section 4.1.1 [Revolving Credit Interest Options, etc.], as the case may be, of the
Credit Agreement, the Company irrevocably requests [check one line under 1 below, as applicable, and fill in blank space next to the line as
appropriate].





	 	 	 	 	 	 	 	 	 

	 

	 	 	1	 	 	 	 	A new Revolving Credit Loan, OR
	 

	 	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 

	 	Renewal of the Euro-Rate Option applicable to an outstanding
_______________ Revolving Credit Loan originally made on __________ ,
20__, OR
	 
	 

	 	 	 	 	 	 

	 	Conversion of the Base Rate Option applicable to an outstanding
_______________ Revolving Credit Loan originally made on _________, 20__
to a Loan to which the Euro-Rate Option applies, OR
	 
	 

	 	 	 	 	 	 

	 	Conversion of the Euro-Rate Option applicable to an outstanding
_______________ Revolving Credit Loan originally made on __________ __,
20__ to a Loan to which the Base Rate Option applies.






 









 





	 	 	 	 	 	 	 	 	 

	 	 	SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST:
	 
	 	 	 	 	 	 	 	 
	 	 	[Check 2(a) or (b), below and fill in blank spaces in line next to line]:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2	(a)	 	 

	 	Under the Base Rate Option. Such Loan shall have a Borrowing Date of
__________, 20___ (which date shall be the same Business Day of receipt by
the Administrative Agent by 12:00 p.m. eastern time of this Loan Request
for making a new Revolving Credit Loan to which the Base Rate Option
applies, or (ii) the last day of the preceding Interest Period if a Loan
to which the Euro-Rate Option applies is being converted to a Loan to
which the Base Rate Option applies).
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	OR
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(b)	 	 

	 	Under the Euro-Rate Option. Such Loan shall have a Borrowing Date of
_____________, 20__ (which date shall be (i) three (3) Business Days (or
four (4) Business Days, in the case of Loans denominated in Optional
Currencies other than Canadian dollars and Euro) subsequent to the
Business Day of receipt by the Administrative Agent by 12:00 p.m. eastern
time of this Loan Request for making a new Revolving Credit Loan to which
the Euro-Rate Option applies, renewing a Loan to which the Euro-Rate
Option applies, or converting a Loan to which the Base Rate Option applies
to a Loan to which the Euro-Rate Option applies).
	 
	 	 	 	 	 	 	 	 
	 	 	[Check 3(a) or (b), below and fill in blank spaces in line next to line]:
	 
	 	 	 	 	 	 	 	 
	 	 	 	3	(a)	 	Such Loan is in Dollars, in the principal amount of U.S. $_____________ or the principal amount to be renewed or
converted is U.S. $_____________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	OR
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	Such Loan is in the following Optional Currency, in the principal amount of _____________, or the principal amount of
such Optional Currency to be renewed is ____________.


[for Loans under Section 2.4.1 not to be less than $5,000,000 and in increments of $1,000,000 for each Borrowing
Tranche under the Euro-Rate Option and not less than $1,000,000 and increments of $500,000 for each Borrowing Tranche
under the Base Rate Option.]
	 
	 	 	 	 	 	 	 	 
	 	 	 	4	 	 	[Complete blank below if the Borrower is selecting the Euro-Rate Option]:
	 
	 	 	 	 	 	 	Such Loan shall have an Interest Period of one, two, three, or six Month(s):
_____________________






2









 






	 	 	 	 	 	 	 	 	 

	 	 	5	 	 	 	The proceeds of the Loan shall be advanced:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	To o the Company for its benefit [check box if applicable]
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	OR to the following Borrower(s) for its/their benefit: [insert names if applicable]
_____________________
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	OR, in compliance with the Credit Agreement, to the Company for the benefit of the following Borrower(s):
_____________________ [insert names if applicable]







	B 	 	As of the date hereof and the date of making the above-requested Loan (and after giving effect thereto): the Loan Parties have performed and complied
with all covenants and conditions of such Persons under the Credit Agreement and the other Loan Documents; all of the representations and warranties
contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (unless any such
representation or warranty is qualified to materiality, in which case such representation or warranty is true and correct in all respects), except
for representations and warranties made as of a specified date (which were true and correct in all material respects, as applicable, as of such
date); no Event of Default or, [unless consented to by the Required Lenders,] Potential Default has occurred and is continuing or exists; the making
of such Loan shall not contravene any Law applicable to any Borrower, any other Loan Party, any Subsidiary of any Borrower or of any other Loan
Party; the making of such Loan shall not cause Revolving Facility Usage to exceed the Revolving Credit Commitments.
	 
	C 	 	Each of the undersigned hereby irrevocably requests [check one line below and fill in blank spaces next to the line as appropriate]:





	 	 	 	 	 	 	 	 	 

	 

	 	 	1	 	 	 

	 	Funds to be deposited into a PNC Bank bank account per our current
standing instructions. Complete amount of deposit if not full loan
advance amount: U.S. $______________________ OR

Optional Currency_______________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2	 	 	 

	 	Funds to be wired per the following wire instructions:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	_________________ [U.S. dollars OR Optional Currency] Amount of
Wire Transfer

Bank Name: _____________________

ABA: __________________________

Account Number: _________________

Account Name: ___________________

Reference: _______________________

	 
	 	 	 	 	 	 	 	 
	 

	 	 	3	 	 	 

	 	Funds to be wired per the attached Funds Flow (multiple wire transfers).











3









 








[SIGNATURE PAGE — LOAN REQUEST]




     The Company certifies to the Administrative Agent for the benefit of the Lenders as to the
accuracy of the foregoing on ________________, 20__.



	 	 	 	 	 	 	 

	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






EXHIBIT 2.4.2

SWING LOAN REQUEST




	 	 	 

	TO:

	 	PNC Bank, National Association, as Administrative Agent
	 

	 	PNC Firstside Center - P7-PFSC-05-W
	 

	 	500 First Avenue
	 

	 	Pittsburgh, Pennsylvania 15219
	 

	 	Telephone No.: (412) 762-4532
	 

	 	Telecopier No.: (412) 705-2006
	 

	 	Attention: Sharon Turner, PNC Agency Services
	 
	 	 
	FROM:

	 	RPM International Inc., a Delaware corporation (the “Company”)
	 
	 	 
	RE:

	 	Credit Agreement (as it may be amended, restated, modified or
supplemented, the “Credit Agreement”), dated as of January 5, 2011,
by and among the Company and the other Borrowers now or hereafter
party thereto, the Lenders now or hereafter party thereto and PNC
Bank, National Association, as administrative agent for the Lenders
(the “Administrative Agent”).






     Capitalized terms not otherwise defined herein shall have the respective meanings given to
them by the Agreement.



     Pursuant to Section 2.4.2 [Swing Loan Requests] of the Agreement, the Company hereby makes the
following Swing Loan Request:




	 	 	 	 	 	 	 	 	 	 	 

	 

	 	 	1.	 	 	Aggregate principal amount of such Swing Loan (may not be less than $500,000,
with minimum increments thereafter of $250,000)
	 	U.S. $	 	
 


 

	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	Proposed Borrowing Date
(which date shall be on or after the date on which the Administrative Agent
receives this Swing Loan Request, with such Swing Loan Request to be received no
later than 12:00 noon eastern time on the Borrowing Date)	 	 	 	 
	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 

	 	 	 3.	 	As of the date hereof and the date of making the above-requested Swing Loan (and after giving effect thereto):
the Loan Parties and the other Guarantors have performed and complied with all covenants and conditions of such
Persons under the Credit Agreement and the other Loan Documents; all of the representations and warranties
contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct in all
material respects (unless any such representation or warranty is qualified to materiality, in which case such
representation or warranty is true and correct), except for representations and warranties made as of a specified
date (which were true and correct in all material respects, as applicable, as of such date); no Event of Default
or [unless consented






 









 






	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	to by the Required Lenders] Potential Default has occurred and is continuing or exists; the
making of such Loan shall not contravene any Law applicable to the Borrower, any other Loan Party, any Subsidiary
of the Borrower or of any other Loan Party or any other Guarantor or any Lender; the making of such Loan shall
not exceed the Swing Loan Commitment or cause (i) the Revolving Facility Usage to exceed the Revolving Credit
Commitments or (ii) the amount of outstanding Swing Loans to exceed the Swing Loan Sublimit.
	 
	 	 	 	 	 	 	 	 
	 	 	 	4.	 	 	Each of the undersigned hereby irrevocably requests [check one line below and fill in blank spaces next to the
line as appropriate]:






	 	 	 	 	 	 	 	 	 

	 

	 	 	 	A
	 	 

	 	Funds to be deposited into a PNC Bank bank account per our
current standing instructions. Complete amount of deposit
if not full loan advance amount: U.S. $______________.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	B
	 	 

	 	Funds to be wired per the following wire instructions:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	U.S. $ _______________

          _________________ Amount of Wire Transfer

Bank Name: _____________________

ABA: __________________________

Account Number: _________________

Account Name: ___________________

Reference: _______________________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	C
	 	 

	 	Funds to be wired per the attached Funds Flow (multiple
wire transfers).






	 	 	 	 	 	 	 

	 

	 	 	5.	 	 	The proceeds of the Swing Loan shall be advanced:


To o the Company for its benefit [check box if applicable]


OR to the following Borrower(s) for its/their benefit: [insert names if applicable]
_____________________ 

OR, in compliance with the Credit Agreement, to the Company for the benefit of the following
Borrower(s): _____________________ [insert names if applicable]






[SIGNATURE PAGE FOLLOWS]






 









 








[SIGNATURE PAGE — SWING LOAN REQUEST]




     The Company certifies to the Administrative Agent for the benefit of the Lenders as to the
accuracy of the foregoing on ________________, 20__.



	 	 	 	 	 	 	 

	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







 











 





EXHIBIT 8.3.3

QUARTERLY COMPLIANCE CERTIFICATE




          This certificate is delivered pursuant to Section 8.3.3 of that certain Credit Agreement dated
as of January 5, 2011 (the “Credit Agreement”) by and among RPM INTERNATIONAL INC., a Delaware
corporation (the “Company”), the other Borrowers now or hereafter party thereto, the Lenders now or
hereafter party thereto (the “Lenders”), and PNC Bank, National Association, as Administrative
Agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, terms defined
in the Credit Agreement are used herein with the same meanings.




          The undersigned officer, ______________________, the ___________ [Chief executive officer,
president, chief financial officer, chief operating officer, treasurer or assistant treasurer] of
the Company, in such capacity does hereby certify on behalf of the Company and other Borrowers as
of the quarter/year ended _________________, 20___ (the “Report Date”), as follows:1





	(1)	 	Maximum Leverage Ratio (Section 8.2.8). As of the Report Date, the consolidated
Indebtedness of the Company and its Consolidated Subsidiaries may not exceed 60% of the sum of
(i) such consolidated Indebtedness, and (ii) consolidated shareholders’ equity of the Company
and its Consolidated Subsidiaries (the “Leverage Ratio”). The Leverage Ratio is ____________%
[insert from 1(D), below].





          The calculations for the Leverage Ratio (with dollar amounts in thousands) are as follows:




	 	 	 	 	 	 	 	 	 

	 	 	(A)	 	consolidated Indebtedness of the Company and its
Consolidated Subsidiaries, as of the Report Date,
calculated as follows (without duplication):	 	—
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	indebtedness for borrowed money (whether
by loan or the issuance and sale of debt
securities) or for the deferred purchase or
acquisition price of property or services,
other than accounts payable incurred in the
ordinary course of business
	 	$_____________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	obligations in respect of letters of
credit or similar instruments issued or
accepted by banks and other financial
institutions for the account of the Company
and its Consolidated Subsidiaries (whether or
not such obligations are contingent)
	 	$_____________








 




			
	1	 	See Credit Agreement for full provisions
relating to all financial covenants.




 









 










	 	 	 	 	 	 	 	 	 

	 

	 	 	 	(iii)
	 	Capital Lease Obligations
	 	$_____________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	obligations of the Company and its
Consolidated Subsidiaries to redeem or
otherwise retire shares of capital stock of
such Person
	 	$_____________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(v)
	 	indebtedness of others of the type
described in clauses (1)(A)(i), (ii), (iii) or
(iv), above, secured by a Lien on the property
of such Person, whether or not the respective
obligation so secured has been assumed by such
Person
	 	$_____________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vi)
	 	Guaranties of such Person of indebtedness
of others of the type described in clauses
(1)(A) (i), (ii), (iii) or (iv), above
	 	$_____________
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vii)
	 	the sum of Items 1(A)(i) through
1(A)(vi) equals the consolidated Indebtedness
of the Company and its Consolidated
Subsidiaries
	 	$_____________
	 
	 	 	 	 	 	 	 	 
	 	 	(B)	 	consolidated shareholders’ equity of the Company and
its Consolidated Subsidiaries, as calculated on the last
day of the fiscal quarter ended (provided that for
purposes of calculating consolidated shareholders’ equity,
non-cash charges related to the writedown or impairment of
goodwill or other intangibles shall be included in such
calculation)	 	$_____________
	 
	 	 	 	 	 	 	 	 
	 	 	(C)	 	the sum of Items (1)(A)(vii) and (1)(B)	 	$_____________
	 
	 	 	 	 	 	 	 	 
	 	 	(D)	 	Item (1)(A)(vii) divided by Item 1(C) equals the
Leverage Ratio	 	_______%







	(2)	 	Minimum Interest Coverage Ratio (Section 8.2.9). As of the Report Date, the ratio of
EBITDA to Interest Expense, calculated as of the end of each fiscal quarter ending after the
Closing Date for the four fiscal quarters then most recently ended, is _________________
[insert ratio from Item (2)(C) below] (“Interest Coverage Ratio”), which ratio is greater than
or equal to 3.50 to 1.00.
	 
	 	 	The calculations for the Interest Coverage Ratio (with dollar amounts in thousands) are as
follows:





	 	 	 	 	 	 	 	 	 	 	 

	 	 	(A)	 	EBITDA for the Company and its Consolidated Subsidiaries is
calculated as follows:	 	—






 









 






	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	(i)	 	net income of the Company and its Consolidated
Subsidiaries for such period	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	A.
	 	provision for income taxes
	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	B.
	 	Interest Expense
	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	C.
	 	extraordinary items
	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	D.
	 	non-recurring gains or losses in

connection with asset dispositions
	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	E.
	 	income attributable to equity in
affiliates,
	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	F.
	 	amounts attributable to depreciation and
amortization
	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	G.
	 	non-cash charges associated with asbestos

liabilities
	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(ii)	 	all non-cash charges related to the writedown or
impairment of goodwill and other intangibles for such
period	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(iii)	 	non-cash charges related to or resulting from
the bankruptcy filing of any Excluded Subsidiary for
such period	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(iv)	 	non-recurring expenses related to the
acquisition of all or substantially all of the assets
or capital stock (including by merger or
amalgamation) of another Person (or, in the case of
assets, of a business unit of a Person), not to
exceed $10,000,000 in the aggregate for such period
of four consecutive fiscal quarters	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(v)	 	non-cash charges in addition to those provided
for in clauses (ii) and (iii) above, up to an
aggregate amount of not more than $25,000,000
incurred in such period	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(vi)	 	the sum of Items 2(A)(i) through 2(A)(v)	 	$_____________






 









 






	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	(vii)	 	cash payments made by the Company or any of its
Consolidated Subsidiaries in respect of asbestos
liabilities, for those payments which have not
already been expensed in cash in the ordinary course
of business (which liabilities include, without
limitation, defense costs and indemnification
liabilities incurred in connection with asbestos
liabilities) during such period	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(viii)	 	non-cash gains for such period	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(ix)	 	the sum of Items 2(A)(vii) and 2(A)(viii)	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(x)	 	the sum of Item 2(A)(vi) minus Item 2(A)(ix)
equals EBITDA	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(B)	 	Interest Expense calculated as the sum (determined without
duplication) of the aggregate amount of interest accruing during
such period on Indebtedness of the Company and its Consolidated
Subsidiaries (on a consolidated basis), including the interest
portion of payments under Capital Lease Obligations and any
capitalized interest, and excluding amortization of debt discount
and expense and any non-cash interest expense associated with
accretive type debt instruments (from Item 2(A)(i)(B) above)	 	$_____________
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(C)	 	Item (2)(A)(x) divided by Item 2(B) equals the Interest
Coverage Ratio	 	_____ to 1.00







	(3)	 	Representations, Warranties and Covenants. All representations and warranties of the
Loan Parties under Article 6, other than the representation and warranty in Section 6.1.8(d),
are true and correct in all respects (in the case of any representation or warranty containing
a materiality qualification) or in all material respects (in the case of any representation or
warranty without any materiality qualifications) (except representations and warranties which
expressly relate to an earlier date or time, which representations or warranties are true and
correct on and as of the specific dates or times referred to therein).
	 
	(4)	 	Event of Default or Potential Default. No Event of Default or Potential Default
exists as of the date hereof.





[SIGNATURE PAGE FOLLOWS]









 









 








SIGNATURE PAGE — QUARTERLY COMPLIANCE CERTIFICATE




     IN WITNESS WHEREOF, the undersigned has executed this Certificate this ____ day of ______,
20___.



	 	 	 	 	 	 	 

	 	 	COMPANY (ON BEHALF OF BORROWERS):	 	 
	 
	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 

	 	Name:
	 	 

	 	 
	 
	 

	 	Title: