exv10w1






Exhibit 10.1




AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT




Dated as of December 7, 2010



          JABIL CIRCUIT, INC., a Delaware corporation (the “Company”), the banks, financial
institutions and other institutional lenders (the “Initial Lenders”) and issuers of letters
of credit (“Initial Issuing Banks”) listed on Schedule I hereto, JPMORGAN CHASE BANK, N.A.,
as syndication agent, THE ROYAL BANK OF SCOTLAND PLC and BANK OF AMERICA, N.A., as documentation
agents, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for
the Lenders (as hereinafter defined), agree as follows:




          PRELIMINARY STATEMENT.




          The Company, the lenders parties thereto and Citicorp USA, Inc., as agent, were parties to
that certain Five Year Credit Agreement dated as of May 11, 2005, amended and restated as of July
19, 2007, as amended to the date hereof (the “Existing Credit Agreement”). Subject to the
satisfaction of the conditions set forth in Section 3.01, the Company, the parties hereto and
Citibank, as Agent, desire to amend and restate the Existing Credit Agreement as herein set forth
and in connection with such amendment and restatement, to appoint Citibank as successor
administrative agent to Citicorp USA, Inc.




ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS




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





     “Advance” means a Revolving Credit Advance or a Swing Line Advance.




     “Affiliate” means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such Person or is a
director or officer of such Person. For purposes of this definition, the term “control”
(including the terms “controlling”, “controlled by” and “under common control with”) of a
Person means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the ownership of
Voting Stock, by contract or otherwise.




     “Agent’s Account” means (a) in the case of Advances denominated in Dollars, the
account of the Agent maintained by the Agent at Citibank at its office at 1615 Brett Road,
Building #3, New Castle, Delaware 19720, Account No. 36852248, Attention: Bank Loan
Syndications, (b) in the case of Advances denominated in any Committed Currency, the account
of the Agent or the Sub-Agent designated in writing from time to time by the Agent to the
Company and the Lenders for such purpose and (c) in any such case, such other account of the
Agent as is designated in writing from time to time by the Agent to the Company and the
Lenders for such purpose.




     “Applicable Lending Office” means, with respect to each Lender, such Lender’s
Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency
Lending Office in the case of a Eurocurrency Rate Advance.




     “Applicable Margin” means as of any date, a percentage per annum determined by
reference to the Public Debt Rating in effect on such date as set forth below:



 









 





	 	 	 	 	 	 	 	 	 
	Public Debt Rating	 	Applicable Margin for	 	Applicable Margin for
	S&P/Moody’s	 	Eurocurrency Rate Advances	 	Base Rate Advances
	Level 1

BBB or Baa2 or above
	 	 	1.400	%	 	 	0.400	%
	Level 2

BBB- or Baa3
	 	 	1.625	%	 	 	0.625	%
	Level 3

BB+ or Ba1
	 	 	1.850	%	 	 	0.850	%
	Level 4

BB or Ba2
	 	 	2.050	%	 	 	1.050	%
	Level 5

Lower than Level 4
	 	 	2.500	%	 	 	1.500	%







     “Applicable Percentage” means, as of any date a percentage per annum determined
by reference to the Public Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	Public Debt Rating	 	Applicable
	S&P/Moody’s	 	Percentage
	Level 1

BBB or Baa2 or above
	 	 	0.350	%
	Level 2

BBB- or Baa3
	 	 	0.375	%
	Level 3

BB+ or Ba1
	 	 	0.400	%
	Level 4

BB or Ba2
	 	 	0.450	%
	Level 5

Lower than Level 4
	 	 	0.500	%







     “Assignment and Acceptance” means an assignment and acceptance entered into by
a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of
Exhibit C hereto.




     “Assuming Lender” has the meaning specified in Section 2.18(d).




     “Assumption Agreement” has the meaning specified in Section 2.18(d)(ii).




     “Available Amount” of any Letter of Credit means, at any time, the maximum
amount available to be drawn under such Letter of Credit at such time (assuming compliance
at such time with all conditions to drawing).




     “Bankruptcy Law” means any law or proceeding of the type referred to in Section
6.01(e) or Title 11, U.S. Code, or any similar foreign, federal, state or provincial law for
the relief of debtors.




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




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




     (b) 1/2 of one percent per annum above the Federal Funds Rate; and




     (c) the British Bankers Association Interest Settlement Rate applicable to
Dollars for a period of one month (“One Month LIBOR”) plus 1.00% (for the
avoidance of doubt, the One Month LIBOR for any day shall be based on the rate
appearing on Reuters LIBOR01 Page (or other commercially available source providing
such quotations as designated by the Agent from time to time) at approximately 11:00
a.m. London time on such day).


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




     “Borrowers” means, collectively, the Company and the Designated Subsidiaries
from time to time.




     “Borrowing” means a Revolving Credit Borrowing or a Swing Line Borrowing.




     “Business Day” means a day of the year on which banks are not required or
authorized by law to close in New York City and, if the applicable Business Day relates to
any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank
market and banks are open for business in London and in the country of issue of the currency
of such Eurocurrency Rate Advance (or, in the case of an Advance denominated in Euro, on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open).




     “Commitment” means a Revolving Credit Commitment, a Letter of Credit Commitment
or a Swing Line Commitment.




     “Commitment Date” has the meaning specified in Section 2.18(b).




     “Commitment Increase” has the meaning specified in Section 2.18(a).




     “Committed Currencies” means lawful currency of the United Kingdom of Great
Britain and Northern Ireland, lawful currency of Japan, Euros, the lawful currency of Canada
and the lawful currency of Switzerland.




     “Company Information” has the meaning specified in Section 9.08.




     “Consolidated” refers to the consolidation of accounts in accordance with GAAP.




     “Convert”, “Conversion” and “Converted” each refers to a
conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the
other Type pursuant to Section 2.08 or 2.09.




     “Debt” of any Person means, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than trade payables incurred in the ordinary course of
such Person’s business and monetary obligations arising under supply or consignment
agreements, in each case not overdue by more than 90 days or are being contested in good
faith by appropriate proceedings and for which reasonable reserves are being maintained),
(c) all obligations of such Person evidenced by notes, bonds, debentures or other similar
instruments (excluding undrawn amounts), (d) all obligations of such Person created or
arising under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession or sale of
such property), (e) all obligations of such Person as lessee under leases that have been or
should be, in accordance with GAAP as in effect on the date hereof, recorded as capital
leases, (f) all obligations, contingent or otherwise, of such Person in respect of
acceptances, letters of credit, bank guarantees, surety bonds or similar extensions of
credit, (g) obligations of such Person in respect of Hedge Agreements, (h) all Invested
Amounts, (i) all liability under any synthetic lease or tax ownership operating lease, (j)
all Debt of others referred to in clauses (a) through (i) above or clause (k) below
(collectively, “Guaranteed Debt”) guaranteed directly or indirectly in any manner by
such Person, or in effect guaranteed directly or indirectly by such Person through an
agreement (1) to pay or purchase such Guaranteed Debt or to advance or supply funds for the
payment or purchase of such Guaranteed Debt, (2) to purchase, sell or lease (as lessee or
lessor) property, or to purchase or sell services, primarily for the purpose of enabling the
debtor to make payment of such Guaranteed Debt or to assure the holder of such Guaranteed
Debt against loss, (3) to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (4) otherwise to assure a creditor
against loss, and (k) all Debt referred to in clauses (a) through (j) above (including
Guaranteed Debt) secured by (or for which the holder of such Debt


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has an existing right, contingent or otherwise, to be secured by) any Lien on property
(including, without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such Debt.




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




     “Defaulting Lender” means, subject to Section 2.19(d), at any time, any Lender
that, at such time (a) has failed to perform any of its funding obligations hereunder,
including in respect of its Advances or participations in respect of Letters of Credit,
within two Business Days of the date required to be funded by it hereunder, (b) has notified
the Company or the Agent that it does not intend to comply with its funding obligations or
has made a public statement to that effect with respect to its funding obligations hereunder
or generally under other agreements in which it commits to extend credit, (c) has failed,
within three Business Days after written request by the Agent (based on its reasonable
belief that such Lender may not fulfill its funding obligations hereunder), to confirm in a
manner reasonably satisfactory to the Agent that it will comply with its funding obligations
hereunder, provided that a Lender shall cease to be a Defaulting Lender upon the Agent’s
receipt of such confirmation, or (d) has, or has a direct or indirect parent company that
has, (i) become the subject of a proceeding under any debtor relief law, (ii) had a
receiver, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or a custodian
appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to,
approval of or acquiescence in any such proceeding or appointment; provided that a
Lender shall not be a Defaulting Lender solely by virtue of the control, ownership or
acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a governmental authority or the exercise of control over such Lender or any
direct or indirect parent company thereof by a governmental authority.




     “Designated Subsidiary” means any direct or indirect wholly-owned Subsidiary of
the Company designated for borrowing privileges under this Agreement pursuant to Section
9.09.




     “Designation Agreement” means, with respect to any Designated Subsidiary, an
agreement in the form of Exhibit E hereto signed by such Designated Subsidiary and the
Company.




     “Disclosed Litigation” has the meaning specified in Section 3.01(b).




     “Dollars” and the “$” sign each means lawful currency of the United
States of America.




     “Domestic Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or
in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a
Lender, or such other office of such Lender as such Lender may from time to time specify to
the Company and the Agent.




     “EBITDA” means, for any period, net income (or net loss) plus the sum
(without duplication) of (a) interest expense, (b) income tax expense, (c) depreciation
expense, (d) amortization expense, (e) to the extent included in net income, non-cash,
non-recurring charges, (f) to the extent included in net income, non-cash, recurring charges
related to equity compensation and (g) to the extent included in net income, loss on sale of
accounts receivable pursuant to any receivables securitization program of the Company or any
of its Subsidiaries, in each case determined in accordance with GAAP for such period;
provided, that for purposes of calculating EBITDA for the Company and its
Subsidiaries for any period, the EBITDA of any Person (or assets or division of such Person)
acquired by the Company or any of its Subsidiaries during such period shall be included on a
pro forma basis for such period (assuming the consummation of such acquisition occurred on
the first day of such period).




     “Effective Date” has the meaning specified in Section 3.01.




     “Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; (iii)
any other financial institution approved by the Agent, each Issuing Bank, each Swing Line
Bank and, unless an Event of


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Default has occurred and is continuing at the time any assignment is effected in
accordance with Section 9.07, the Company, such approvals not to be unreasonably withheld or
delayed; and (iv) any other Person approved by the Agent, each Issuing Bank and the Company,
such approvals not to be unreasonably withheld or delayed; provided,
however, that none of the Company, any Affiliate of the Company or a natural person
shall qualify as an Eligible Assignee.




     “Environmental Action” means (a) any notice of non-compliance or violation,
notice of liability or potential liability, proceeding, consent order or consent agreement
by any governmental or regulatory authority with jurisdiction or (b) any litigation, case,
suit, demand, demand letter or claim by any governmental or regulatory authority or any
third party relating in any way to any Environmental Law, Environmental Permit or Hazardous
Materials, including, without limitation, (x) by any governmental or regulatory authority
for enforcement, cleanup, removal, response, remedial or other actions or damages and (y) by
any governmental or regulatory authority or any such third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.




     “Environmental Law” means any federal, state, local or foreign statute, law,
ordinance, rule, regulation, code, order, judgment, decree or judicial or agency
interpretation, policy or guidance relating to pollution or protection of the environment or
natural resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous Materials,
to the extent applicable to the operations of the Company or any of its Subsidiaries.




     “Environmental Permit” means any permit, approval, identification number,
license or other authorization required under any Environmental Law for the operations of
the Company or any of its Subsidiaries.




     “Equivalent” in Dollars of any Committed Currency on any date means the
equivalent in Dollars of such Committed Currency determined by using the quoted spot rate at
which the Agent’s principal office in London offers to exchange Dollars for such Committed
Currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms
of this Agreement) on such date as is required pursuant to the terms of this Agreement, and
the “Equivalent” in any Committed Currency of Dollars means the equivalent in such Committed
Currency of Dollars determined by using the quoted spot rate at which the Agent’s principal
office in London offers to exchange such Committed Currency for Dollars in London prior to
4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such
date as is required pursuant to the terms of this Agreement.




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




     “ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a
member of the Company’s controlled group, or under common control with the Company, within
the meaning of Section 414 of the Internal Revenue Code.




     “ERISA Event” means (a) (i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice
requirement with respect to such event has been waived by the PBGC, or (ii) the requirements
of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such
Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13)
of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of
Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within
the following 30 days; (b) the application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate
such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to
a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations
at a facility of the Company or any ERISA Affiliate in the circumstances described in
Section 4062(e) of ERISA; (e) the withdrawal by the Company or any ERISA Affiliate from a
Multiple Employer Plan during a plan year for which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien
under Section 303(k) of ERISA shall have been met with respect to any Plan; or (g) the
institution by the PBGC


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5









 









of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of
any event or condition described in Section 4042 of ERISA that constitutes grounds for the
termination of, or the appointment of a trustee to administer, a Plan.




     “Euro” means the lawful currency of the European Union as constituted by the
Treaty of Rome which established the European Community, as such treaty may be amended from
time to time and as referred to in the EMU legislation.




     “Eurocurrency Lending Office” means, with respect to any Lender, the office of
such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I
hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it
became a Lender (or, if no such office is specified, its Domestic Lending Office), or such
other office of such Lender as such Lender may from time to time specify to the Company and
the Agent.




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




     “Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate
Advance comprising part of the same Borrowing, an interest rate per annum equal to the rate
per annum obtained by dividing (a) the rate per annum (rounded upward to the nearest whole
multiple of 1/100 of 1% per annum) appearing on Reuters LIBOR01 Page (or any successor page)
as the London interbank offered rate for deposits in Dollars or the applicable Committed
Currency at approximately 11:00 A.M. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period or, if for any reason
such rate is not available, the average (rounded upward to the nearest whole multiple of
1/100 of 1% per annum, if such average is not such a multiple) of the rate per annum at
which deposits in Dollars or the applicable Committed Currency is offered by the principal
office of each of the Reference Banks in London, England to prime banks in the London
interbank market at 11:00 A.M. (London time) two Business Days before the first day of such
Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency Rate
Advance comprising part of such Borrowing to be outstanding during such Interest Period and
for a period equal to such Interest Period by (b) a percentage equal to 100% minus the
Eurocurrency Rate Reserve Percentage for such Interest Period. If the Reuters LIBOR01 Page
(or any successor page) is unavailable, the Eurocurrency Rate for any Interest Period for
each Eurocurrency Rate Advance comprising part of the same Borrowing shall be determined by
the Agent on the basis of applicable rates furnished to and received by the Agent from the
Reference Banks two Business Days before the first day of such Interest Period,
subject, however, to the provisions of Section 2.08.




     “Eurocurrency Rate Advance” means a Revolving Credit Advance denominated in
Dollars or a Committed Currency that bears interest as provided in Section 2.07(a)(ii).




     “Eurocurrency Rate Reserve Percentage” for any Interest Period for all
Eurocurrency Rate Advances comprising part of the same Borrowing means the reserve
percentage applicable two Business Days before the first day of such Interest Period under
regulations issued from time to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement) for a member
bank of the Federal Reserve System in New York City with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (or with respect to any other category
of liabilities that includes deposits by reference to which the interest rate on
Eurocurrency Rate Advances is determined) having a term equal to such Interest Period.




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




     “Existing Debt” has the meaning specified in Section 5.02(d)(ii).




     “Facility” means the Revolving Credit Facility, the Letter of Credit Facility
or the Swing Line Facility.


Jabil Credit Agreement




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     “FATCA” means Sections 1471 though 1474 of the Internal Revenue Code, as in
effect on the date hereof.




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




     “GAAP” has the meaning specified in Section 1.03.




     “Guaranteed Obligations” has the meaning specified in Section 7.01.




     “Hazardous Materials” means (a) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic under any Environmental Law, located on or
under or emanating from real property owned or operated by the Company or any of its
Subsidiaries.




     “Hedge Agreements” means interest rate swap, cap or collar agreements, interest
rate future or option contracts and other similar agreements (for the avoidance of doubt,
Hedge Agreements do not include currency swap agreements and currency future or option
contracts).




     “Increase Date” has the meaning specified in Section 2.18(a).




     “Increasing Lender” has the meaning specified in Section 2.18(b).




     “Information Memorandum” means the information memorandum dated November 9,
2010 issued by the Agent in connection with the syndication of the Commitments.




     “Initial GAAP” has the meaning specified in Section 1.03.




     “Interest Period” means, for each Eurocurrency Rate Advance comprising part of
the same Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or
the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and
ending on the last day of the period selected by the Borrower requesting such Borrowing
pursuant to the provisions below and, thereafter, each subsequent period commencing on the
last day of the immediately preceding Interest Period and ending on the last day of the
period selected by such Borrower pursuant to the provisions below. The duration of each
such Interest Period shall be one or two weeks, or one, two, three or six months, and
subject to clause (c) of this definition, nine or twelve months, as the applicable Borrower
may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the first day of such Interest Period, select; provided,
however, that:




     (a) the Borrowers may not select any Interest Period with respect to any
Eurocurrency Rate Borrowing that ends after the Termination Date;




     (b) Interest Periods commencing on the same date for Eurocurrency Rate Advances
comprising part of the same Borrowing shall be of the same duration;




     (c) the Borrowers shall not be entitled to select an Interest Period having a
duration of nine or twelve months unless, by 2:00 P.M. (New York City time) on the
third Business Day prior to the first day of such Interest Period, each Lender
notifies the Agent that such Lender will be providing funding for such Borrowing
with such Interest Period (the failure of any Lender to so respond by such time
being deemed for all purposes of this Agreement as an objection by such



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7









 






Lender to the requested duration of such Interest Period); provided
that, if any or all of the Lenders object to the requested duration of such Interest
Period, the duration of the Interest Period for such Borrowing shall be two weeks or
one, two, three or six months, as specified by the Borrower requesting such
Borrowing in the applicable Notice of Revolving Credit Borrowing as the desired
alternative to an Interest Period of nine or twelve months;




     (d) whenever the last day of any Interest Period would otherwise occur on a day
other than a Business Day, the last day of such Interest Period shall be extended to
occur on the next succeeding Business Day, provided, however, that,
if such extension would cause the last day of such Interest Period of one, two,
three, six, nine or twelve months to occur in the next following calendar month, the
last day of such Interest Period shall occur on the next preceding Business Day; and




     (e) whenever the first day of any Interest Period of one, two, three, six, nine
or twelve months occurs on a day of an initial calendar month for which there is no
numerically corresponding day in the calendar month that succeeds such initial
calendar month by the number of months equal to the number of months in such
Interest Period, such Interest Period shall end on the last Business Day of such
succeeding calendar month.




     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and rulings issued thereunder.




     “Invested Amounts” means the amounts invested by investors that are not
Affiliates of the Company in connection with any receivables securitization program and paid
to the Company or its Subsidiaries, as reduced by the aggregate amounts received by such
investors from the payment of receivables and applied to reduce such invested amounts.




     “Issuance” with respect to any Letter of Credit means the issuance, amendment,
renewal or extension of such Letter of Credit.




     “Issuing Bank” means an Initial Issuing Bank or any other Lender that expressly
agrees to perform in accordance with their terms all of the obligations that by the terms of
this Agreement are required to be performed by it as an Issuing Bank.




     “L/C Cash Deposit Account” means an interest bearing cash deposit account to be
established and maintained by the Agent, over which the Agent shall have sole dominion and
control, upon terms as may be satisfactory to the Agent and the Issuing Banks.




     “L/C Related Documents” has the meaning specified in Section 2.06(b)(i).




     “Lenders” means each Initial Lender, each Issuing Bank, each Assuming Lender
that shall become a party hereto pursuant to Section 2.18 and each Person that shall become
a party hereto pursuant to Section 9.07, and, as the context may require, each Swing Line
Bank.




     “Letter of Credit” has the meaning specified in Section 2.01(b).




     “Letter of Credit Agreement” has the meaning specified in Section 2.03(a).




     “Letter of Credit Commitment” means as to any Lender (a) the Dollar amount set
forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Letter of Credit
Commitment” or (b) if such Lender has entered into an Assignment and Acceptance, the Dollar
amount set forth for such Lender in the Register maintained by the Agent pursuant to Section
9.07(d) as such Lender’s “Letter of Credit Commitment”, as such amount may be reduced
pursuant to Section 2.05.




     “Letter of Credit Facility” means, at any time, an amount equal to the lesser
of (a) $75,000,000 and (b) the aggregate amount of the Revolving Credit Commitments.


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8









 









     “Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.




     “Material Adverse Change” means any material adverse change in the business,
financial condition or operations of the Company and its Subsidiaries taken as a whole.




     “Material Adverse Effect” means (a) a material adverse effect on the business,
financial condition or operations of the Company and its Subsidiaries taken as a whole, (b)
a material impairment of the ability of the Agent or any Lender to enforce or collect any
obligations of any Borrower under this Agreement or any Note or (c) a material impairment of
the ability of any Borrower to perform its obligations under this Agreement or any other
Loan Document.




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




     “Morean Group” means (a) William D. Morean, his spouse, and any of his parents
and lineal descendants, their spouses and the children of any such spouses born of a prior
union, and their lineal descendants, and the estates, executors and administrators of any of
such Persons, (b) any trustee under any inter vivos or testamentary trust for the benefit of
any of the Persons specified in clause (a) or the beneficiaries thereunder, and (c) any
corporation, partnership, limited liability company, trust or other entity in which the
Persons referred to in clauses (a) or (b) in the aggregate have either a direct or indirect
beneficial interest or voting control of greater than 50%.




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




     “Multiple Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any ERISA
Affiliate and at least one Person other than the Company and the ERISA Affiliates or (b) was
so maintained and in respect of which the Company or any ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.




     “Note” means a promissory note of a Borrower payable to the order of a Lender,
delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit
A hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting
from the Advances made by such Lender.




     “Notice of Issuance” has the meaning specified in Section 2.03(a).




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




     “Notice of Swing Line Borrowing” has the meaning specified in Section 2.02(b).




     “Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56,
signed into law October 26, 2001.




     “Payment Office” means, for any Committed Currency, such office of Citibank as
shall be from time to time selected by the Agent and notified by the Agent to the Company
and the Lenders.




     “PBGC” means the Pension Benefit Guaranty Corporation (or any successor).




     “Permitted Liens” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens
for taxes, assessments and governmental charges or levies to the extent not required to be
paid under Section 5.01(b) hereof; (b) Liens


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imposed by law (and ordinary course of business contractual Liens in respect of such
Liens), such as materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s and landlord’s
Liens and other similar Liens arising in the ordinary course of business securing
obligations that are not overdue for a period of more than 90 days or are being contested in
good faith by appropriate proceedings and for which reasonable reserves are being
maintained; (c) pledges or deposits to directly or indirectly secure obligations under
workers’ compensation laws, unemployment insurance laws or similar legislation or to
directly or indirectly secure public or statutory obligations, including obligations to
governmental entities in respect of value added taxes, duties, customs, excise taxes,
franchises, licenses, rents and the like, or surety, customs or appeal bonds; (d) good faith
deposits (or security for obligations in lieu of good faith deposits) to directly or
indirectly secure bids, tenders, contracts or leases for a purpose other than borrowing
money or obtaining credit, including rent or equipment lease security deposits, (e)
easements, rights of way and other encumbrances on title to real property that do not render
title to the property encumbered thereby unmarketable or materially adversely affect the use
of such property for its present purposes, (f) contractual rights of setoff against (which
may include grants of Liens) or contractual Liens on, accounts or other property in transit
to or in the possession of or maintained by the lienor, in the absence of any agreement to
maintain a balance or deliver property against which such right may be exercised, and
contractual rights of set-off against claims against the lienor and (g) Liens pursuant to
supply or consignment contracts or otherwise for the receipt of goods or services,
encumbering only the goods covered thereby, where the contracts are not overdue by more than
90 days or are being contested in good faith by appropriate proceedings and for which
reasonable reserves are being maintained.




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




     “Plan” means a Single Employer Plan or a Multiple Employer Plan.




     “Post-Petition Interest” has the meaning specified in Section 7.05.




     “Public Debt Rating” means, as of any date, the rating that has been most
recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit
enhanced long-term senior unsecured debt issued by the Company or, if no such Debt of the
Company is then outstanding, the corporate credit rating most recently announced by either
S&P or Moody’s, as the case may be, provided, if any such rating agency shall have
issued more than one such rating, the lowest such rating issued by such rating agency. For
purposes of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public
Debt Rating, the Applicable Margin and the Applicable Percentage shall be determined by
reference to the available rating; (b) if neither S&P nor Moody’s shall have in effect a
Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in
accordance with Level 5 under the definition of “Applicable Margin” or
“Applicable Percentage”, as the case may be; (c) if the ratings established by S&P
and Moody’s shall fall within different levels, the Applicable Margin and the Applicable
Percentage shall be based upon the higher rating unless the such ratings differ by two or
more levels, in which case the applicable level will be deemed to be one level above the
lower of such levels; (d) if any rating established by S&P or Moody’s shall be changed, such
change shall be effective as of the date on which such change is first announced publicly by
the rating agency making such change; and (e) if S&P or Moody’s shall change the basis on
which ratings are established, each reference to the Public Debt Rating announced by S&P or
Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as
the case may be.




     “Ratable Share” of any amount means, with respect to any Lender at any time,
the product of such amount times a fraction the numerator of which is the amount of
such Lender’s Revolving Credit Commitment at such time (or, if the Revolving Credit
Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s
Revolving Credit Commitment as in effect immediately prior to such termination) and the
denominator of which is the aggregate amount of all Revolving Credit Commitments at such
time (or, if the Revolving Credit Commitments shall have been terminated pursuant to Section
2.05 or 6.01, the aggregate amount of all Revolving Credit Commitments as in effect
immediately prior to such termination).


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10









 









     “Reference Banks” means Citibank, JPMorgan Chase Bank, N.A. and The Royal Bank
of Scotland plc.




     “Register” has the meaning specified in Section 9.07(d).




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




     “Required Lenders” means at any time Lenders owed at least a majority in
interest of the then aggregate unpaid principal amount (based on the Equivalent in Dollars
at such time) of the Revolving Credit Advances, or, if no such principal amount is then
outstanding, Lenders having at least a majority in interest of the Revolving Credit
Commitments, provided that if any Lender shall be a Defaulting Lender at such time,
there shall be excluded from the determination of Required Lenders at such time the
Revolving Credit Commitment of such Lender at such time.




     “Revolving Credit Advance” means an advance by a Lender to any Borrower as part
of a Revolving Credit Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate
Advance (each of which shall be a “Type” of Revolving Credit Advance).




     “Revolving Credit Borrowing” means a borrowing consisting of simultaneous
Revolving Credit Advances of the same Type made by each of the Lenders pursuant to Section
2.01(a).




     “Revolving Credit Borrowing Minimum” means, in respect of Revolving Credit
Advances denominated in Dollars, $10,000,000, in respect of Revolving Credit Advances
denominated in Sterling, £10,000,000, in respect of Revolving Credit Advances denominated in
Yen, ¥1,000,000,000, in respect of Revolving Credit Advances denominated in Euros,
€10,000,000, in respect of Revolving Credit Advances denominated in Canadian
Dollars, CN$10,000,000 and in respect of Revolving Credit Advances denominated in Swiss
Francs, SF10,000,000.




     “Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit
Advances denominated in Dollars, $1,000,000 in respect of Revolving Credit Advances
denominated in Sterling, £1,000,000, in respect of Revolving Credit Advances denominated in
Yen, ¥100,000,000, in respect of Revolving Credit Advances denominated in Euros,
€1,000,000, in respect of Revolving Credit Advances denominated in Canadian
Dollars, CN$1,000,000 and in respect of Revolving Credit Advances denominated in Swiss
Francs, SF1,000,000.




     “Revolving Credit Commitment” means as to any Lender (a) the Dollar amount set
forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Revolving Credit
Commitment”, (b) if such Lender has become a Lender hereunder pursuant to an Assumption
Agreement, the Dollar amount set forth in such Assumption Agreement or (c) if such Lender
has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender
in the Register maintained by the Agent pursuant to Section 9.07(d) as such Lender’s
“Revolving Credit Commitment”, as such amount may be reduced pursuant to Section 2.05 or
increased pursuant to Section 2.18.




     “Revolving Credit Facility” means, at any time, the aggregate amount of the
Lenders’ Revolving Credit Commitments at such time.




     “S&P” means Standard & Poor’s Financial Services LLC.




     “Single Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any ERISA
Affiliate and no Person other than the Company and the ERISA Affiliates or (b) was so
maintained and in respect of which the Company or any ERISA Affiliate could have liability
under Section 4069 of ERISA in the event such plan has been or were to be terminated.




     “Sub-Agent” means Citibank International plc.


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11









 









     “Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of the
Board of Directors of such corporation (irrespective of whether at the time capital stock of
any other class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture or (c) the beneficial interest in such trust
or estate is at the time directly or indirectly owned or controlled by such Person, by such
Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries.




     “Swing Line Advance” means an advance made by any Swing Line Bank pursuant to
Section 2.01(c) or any Lender pursuant to Section 2.02(b).




     “Swing Line Bank” means each of Citibank, JPMorgan Chase Bank, N.A., The Royal
Bank of Scotland plc and Bank of America, N.A.




     “Swing Line Borrowing” means a borrowing consisting of a Swing Line Advance
made by any Swing Line Bank.




     “Swing Line Commitment” means with respect to any Swing Line Bank at any time
the amount set forth opposite such Swing Line Bank’s name on Schedule I hereto, as such
amount may be reduced pursuant to Section 2.05.




     “Swing Line Facility” means, at any time, an amount equal to the least of (a)
the aggregate amount of the Swing Line Banks’ Swing Line Commitments at such time, (b)
$100,000,000 and (c) the aggregate amount of the Revolving Credit Commitments.




     “Termination Date” means the earlier of December 7, 2015 and the date of
termination in whole of the Revolving Credit Commitments pursuant to Section 2.05 or 6.01.




     “Type” has the meaning specified in the definition of “Revolving Credit
Advance.”




     “Unissued Letter of Credit Commitment” means, with respect to any Issuing Bank,
the obligation of such Issuing Bank to issue Letters of Credit for the account of any
Borrower or its specified Subsidiaries in an amount equal to the excess of (a) the amount of
its Letter of Credit Commitment over (b) the aggregate Available Amount of all Letters of
Credit issued by such Issuing Bank.




     “Unused Revolving Credit Commitment” means, with respect to each Lender at any
time, (a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum
of (i) the aggregate principal amount of all Revolving Credit Advances made by such Lender
(in its capacity as a Lender) and outstanding at such time, plus (ii) such Lender’s
Ratable Share of (A) the aggregate Available Amount of all the Letters of Credit outstanding
at such time, (B) the aggregate principal amount of all Advances outstanding at such time
made by each Issuing Bank pursuant to Section 2.03(c) that have not been funded by such
Lender and (C) the aggregate principal amount of all Swing Line Advances then outstanding.




     “Voting Stock” means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right to so vote has been suspended by the happening
of such a contingency.



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




          SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with United States generally accepted accounting principles as in
effect in the United States from time to time (“GAAP”), provided that (a) if
there is any change in GAAP from such principles applied in the



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12









 







preparation of the audited
financial statements referred to in Section 4.01(e) (“Initial GAAP”), that is material in
respect of the calculation of compliance with the covenants set forth in Section 5.02 or 5.03, the
Company shall give prompt notice of such change to the Agent and the Lenders and (b) if the Company
notifies the Agent that the Company requests an amendment of any provision hereof to eliminate the
effect of any change in GAAP (or the application thereof) from Initial GAAP (or if the Agent or the
Required Lenders request an amendment of any provision hereof for such purpose), regardless of
whether such notice is given before or after such change in GAAP (or the application thereof), then
such provision shall be applied on the basis of such generally accepted accounting principles as in
effect and applied immediately before such change shall have become effective until such notice
shall have been withdrawn or such provision is amended in accordance herewith.




ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT



          SECTION 2.01. The Advances and Letters of Credit. (a) The Revolving Credit
Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Revolving Credit Advances to any Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an amount (based in respect of any
Revolving Credit Advances to be denominated in a Committed Currency by reference to the Equivalent
thereof in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit
Borrowing) not to exceed such Lender’s Unused Revolving Credit Commitment. Each Revolving Credit
Borrowing shall be in an amount not less than the Revolving Credit Borrowing Minimum or the
Revolving Credit Borrowing Multiple in excess thereof and shall consist of Revolving Credit
Advances of the same Type and in the same currency made on the same day by the Lenders ratably
according to their respective Revolving Credit Commitments. Within the limits of each Lender’s
Revolving Credit Commitment, any Borrower may borrow under this Section 2.01(a), prepay pursuant to
Section 2.10 and reborrow under this Section 2.01(a).




          (b) Letters of Credit. Any Borrower may request any Issuing Bank to issue, and such
Issuing Bank may, if in its reasonable discretion it elects to do so, on the terms and conditions
hereinafter set forth and in reliance upon the agreements of the other Lenders set forth in this
Agreement, to issue standby letters of credit (each, a “Letter of Credit”) denominated in
Dollars for the account of any Borrower or its specified Subsidiaries from time to time on any
Business Day during the period from the Effective Date until 30 days before the Termination Date in
an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of
Credit Facility at such time, for all Letters of Credit issued by such Issuing Bank not to exceed
at any time the Letter of Credit Commitment of such Issuing Bank and (iii) for each such Letter of
Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at
such time. No Letter of Credit shall have an expiration date (including all rights of the
applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after
the Issuance thereof (or one year after its renewal or extension) and 10 Business Days before the
Termination Date. Within the limits referred to above, the Borrowers may from time to time request
the Issuance of Letters of Credit under this Section 2.01(b). Each letter of credit listed on
Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender
that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be
an Issuing Bank for each such letter of credit, provided than any renewal or replacement of
any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank
pursuant to the terms of this Agreement.




          (c) The Swing Line Advances. Each Swing Line Bank severally agrees, on the terms and
conditions hereinafter set forth, to make Swing Line Advances denominated in Dollars to any
Borrower from time to time on any Business Day during the period from the date hereof until the
Termination Date (i) in an aggregate amount not to exceed at any time outstanding the Swing Line
Facility and (ii) in an amount for each such Advance not to exceed the Unused Revolving Credit
Commitments of the Lenders on such Business Day. No Swing Line Advance shall be used for the
purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line
Borrowing shall be in an amount of $1,000,000 or an integral multiple thereof. Within the limits
of the Swing Line Facility and within the limits referred to in clause (ii) above, the Borrowers
may borrow under this Section 2.01(c), prepay pursuant to Section 2.10 and reborrow under this
Section 2.01(c).




          SECTION 2.02. Making the Advances. (a) Except as otherwise provided in Section
2.02(b) or Section 2.03(c), each Revolving Credit Borrowing shall be made
on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day
prior to the date of the proposed Borrowing in the case of a



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13









 







Borrowing consisting of Eurocurrency
Rate Advances denominated in Dollars, (y) 11:00 A.M. (New York City time) on the fourth Business
Day prior to the date of the proposed Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or (z) 11:00 A.M.
(New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of
Base Rate Advances, by any Borrower to the Agent (and, in the case of Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances to be denominated in a Committed Currency, simultaneously
to the Sub-Agent), which shall give to each Lender prompt notice thereof by telecopier. Each such
notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be
by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit
B hereto, specifying therein the requested (i) date of such Revolving Credit Borrowing, (ii) Type
of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving
Credit Borrowing, (iv) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances, initial Interest Period and (v) in the case of a Revolving Credit Borrowing consisting of
Eurocurrency Rate Advances, currency for each such Revolving Credit Advance. Each Lender shall,
before 1:00 P.M. (New York City time) on the date of such Revolving Credit Borrowing, in the case
of a Revolving Credit Borrowing consisting of Advances denominated in Dollars, and before 11:00
A.M. (London time) on the date of such Revolving Credit Borrowing, in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency,
make available for the account of its Applicable Lending Office to the Agent at the applicable
Agent’s Account, in same day funds, such Lender’s ratable portion of such Revolving Credit
Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available to the Borrower
requesting the Revolving Credit Borrowing at the account specified in the wiring instructions in
the applicable Notice of Revolving Credit Borrowing or, if no account is so specified, at the
Agent’s address referred to in Section 9.02; provided, however, that, if such
borrowing is a Revolving Credit Borrowing denominated in Dollars, the Agent shall first make a
portion of such funds equal to the aggregate principal amount of any Swing Line Advances made by
the Swing Line Banks and by any other Lender and outstanding on the date of such Revolving Credit
Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing
Line Banks and such other Lenders for repayment of such Swing Line Advances.




          (b) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New
York City time) on the date of the proposed Swing Line Borrowing by any Borrower to each Swing Line
Bank and the Agent, of which the Agent shall give prompt notice to the Lenders, provided
that if such notice is received by the Agent after 2:00 P.M. (New York City time) but before 3:00
P.M. (New York City time), each Swing Line Bank will use commercially reasonable efforts to fund
its ratable share of the requested Swing Line Borrowing as set forth in this Section. Each such
notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by
telephone, confirmed at once in writing, or telecopier, specifying therein the requested (i) date
of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which
maturity shall be no later than the tenth Business Day after the requested date of such Borrowing).
Each Swing Line Bank shall, before 5:00 P.M. (New York City time) on the date of such Swing Line
Borrowing, unless any Lender gives prior notice to such Swing Line Bank or the Agent that the
applicable conditions of Article III would not be satisfied at the time of such Swing Line
Borrowing, make such Swing Line Bank’s ratable portion of such Swing Line Borrowing available
(based on the respective Swing Line Commitments of the Swing Line Banks) to the Agent at the
Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment
of the applicable conditions set forth in Article III, the Agent will make such funds available to
the Borrower requesting the Swing Line Borrowing at the account specified in the wiring
instructions in the applicable Notice of Swing Line Borrowing or, if no account is so specified, at
the Agent’s address referred to in Section 9.02. Upon written demand by any Swing Line Bank with a
Swing Line Advance, with a copy of such demand to the Agent, such Swing Line Bank shall sell and
assign to each such other Lender and each other Lender will purchase from such Swing Line Bank,
such other Lender’s Pro Rata Share of such outstanding Swing Line Advance, by making available for
the account of its Applicable Lending Office to the Agent for the account of such Swing Line Bank,
by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The
Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro
Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is
made by the Swing Line Bank which made such Advance, provided that notice of such demand is given
not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day
next succeeding such demand if notice of such demand is given after such time. Upon any such
assignment by Swing Line Bank to any other Lender of a portion of a Swing Line Advance, such Swing
Line Bank represents and warrants to such other Lender that such Swing Line Bank is the legal and
beneficial owner of such interest being assigned by it and there are no adverse claims thereto, but
makes no other representation or warranty
and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the
Notes or any



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14









 







Borrower. If and to the extent that any Lender shall not have so made the amount of
such Swing Line Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on
demand such amount together with interest thereon, for each day from the date such Lender is
required to have made such amount available to the Agent until the date such amount is paid to the
Agent, at the Federal Funds Rate. If such Lender shall pay to the Agent such amount for the
account of such Swing Line Bank on any Business Day, such amount so paid in respect of principal
shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this
Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line
Bank shall be reduced by such amount on such Business Day.




          (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may
not select Eurocurrency Rate Advances for any Revolving Credit Borrowing if the aggregate amount of
such Revolving Credit Borrowing is less than the Revolving Credit Borrowing Minimum or if the
obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to
Section 2.08 or 2.12 and (ii) the Eurocurrency Rate Advances may not be outstanding as part of more
than 10 separate Borrowings.




          (d) Each Notice of Revolving Credit Borrowing and Notice of Swing Line Borrowing shall be
irrevocable and binding on the Borrower requesting the Borrowing. In the case of any Revolving
Credit Borrowing that the related Notice of Revolving Credit Borrowing specifies is to be comprised
of Eurocurrency Rate Advances, such Borrower shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Revolving Credit Borrowing for such Revolving Credit Borrowing the
applicable conditions set forth in Article III, including, without limitation, any loss (including
loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as
part of such Revolving Credit Borrowing when such Advance, as a result of such failure, is not made
on such date.




          (e) Unless the Agent shall have received notice from a Lender or a Swing Line Bank, as the
case may be, prior to the time of any Borrowing that such Lender or Swing Line Bank, as the case
may be, will not make available to the Agent such Lender’s or Swing Line Bank’s ratable portion of
such Borrowing, the Agent may assume that such Lender or Swing Line Bank, as the case may be, has
made such portion available to the Agent on the date of such Borrowing in accordance with
subsection (a) or (b) of this Section 2.02, as applicable, and the Agent may, in reliance upon such
assumption, make available to the Borrower requesting the Borrowing on such date a corresponding
amount. If and to the extent that such Lender or Swing Line Bank, as the case may be, shall not
have so made such ratable portion available to the Agent, such Lender or Swing Line Bank, as the
case may be, and such Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such amount is made
available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of
such Borrower, the higher of (A) the interest rate applicable at the time to the Advances
comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount
and (ii) in the case of such Lender or Swing Line Bank, as the case may be, provided that the Agent
has given notice to the applicable Borrower of such obligation as soon as practicable but in any
event not later than the Business Day following such funding by the Agent, (A) the Federal Funds
Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent
in respect of such amount in the case of Advances denominated in Committed Currencies. If such
Lender or Swing Line Bank, as the case may be, shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Lender’s or Swing Line Bank’s Advance as part of such
Borrowing for purposes of this Agreement.




          (f) The failure of any Lender or Swing Line Bank, as the case may be, to make the Advance to
be made by it as part of any Borrowing shall not relieve any other Lender or Swing Line Bank, as
the case may be, of its obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Lender or Swing Line Bank shall be responsible for the failure of any other
Lender or Swing Line Bank to make the Advance to be made by such other Lender or Swing Line Bank on
the date of any Borrowing.




          SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit.
(a) Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given
not later than 11:00 A.M. (New York City time) on the tenth Business Day prior to the date of the
proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing
Bank may agree), by any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent,
prompt notice thereof. Each such notice by a Borrower of Issuance of a Letter of Credit
(a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in
writing, specifying therein the requested (A) date of such Issuance (which shall be a Business
Day), (B) Available Amount



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of such Letter of Credit, (C) expiration date of such Letter of Credit
(which shall not be later than the earlier of (1) one year after the Issuance thereof (or one year
after its renewal or extension) and (2) ten Business Days before the Termination Date), (D) name
and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit, such
Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as
such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested
Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of
Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that
any such form shall have only explicit documentary conditions to draw and shall not include
discretionary conditions), such Issuing Bank will, if in its reasonable discretion it elects to do
so, and unless any Lender gives prior notice to such Issuing Bank or the Agent that the applicable
conditions of Article III would not be satisfied at the time of such Issuance, upon fulfillment of
the applicable conditions set forth in Section 3.03, make such Letter of Credit available to the
applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with such
Borrower in connection with such Issuance. In the event and to the extent that the provisions of
any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement
shall govern.




          (b) Participations. By the Issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing or decreasing the amount thereof) and without any further action on the
part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender,
and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Ratable Share of the Available Amount of such Letter of Credit. Each
Borrower hereby agrees to each such participation. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the
account of such Issuing Bank, in same day funds, such Lender’s Ratable Share of each drawing made
under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower
on the date made, or of any reimbursement payment required to be refunded to such Borrower for any
reason, which amount will be advanced, and deemed to be a Revolving Credit Advance to such Borrower
hereunder, regardless of the satisfaction of the conditions set forth in Section 3.03. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or
the occurrence and continuance of a Default or reduction or termination of the Revolving Credit
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each
Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the
Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is
amended pursuant to a Commitment Increase pursuant to Section 2.18, an assignment in accordance
with Section 9.07 or otherwise pursuant to this Agreement.




          (c) Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under
any Letter of Credit which is not reimbursed by the applicable Borrower on the date made shall
constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving
Credit Advance, which shall be a Base Rate Advance, in the amount of such draft, without regard to
whether the making of such an Advance would exceed such Issuing Bank’s Unused Revolving Credit
Commitment. Each Issuing Bank shall give prompt notice of each drawing under any Letter of Credit
issued by it to the applicable Borrower and the Agent. Upon written demand by such Issuing Bank,
with a copy of such demand to the Agent and the applicable Borrower, each Lender shall pay to the
Agent such Lender’s Ratable Share of such outstanding Revolving Credit Advance pursuant to Section
2.03(b). Each Lender acknowledges and agrees that its obligation to make Revolving Credit Advances
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of
the Revolving Credit Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall
transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an
outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by
such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M.
(New York City time) on such Business Day, or (ii) the first Business Day next succeeding such
demand if notice of such demand is given after such time. If and to the extent that any Lender
shall not have so made the amount of such Revolving Credit Advance available to the Agent, such
Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon,
for each day from the date of demand by any such Issuing Bank until the date such amount is paid to
the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as
applicable. If such Lender shall pay to the Agent such amount for the account of any such Issuing
Bank on any
Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit
Advance made by



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such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be
reduced by such amount on such Business Day.




          (d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to the Agent (with
a copy to the Company) on the first Business Day of each month a written report summarizing
Issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding
month and drawings during such month under all Letters of Credit and (B) to the Agent (with a copy
to the Company) on the first Business Day of each calendar quarter a written report setting forth
the average daily aggregate Available Amount during the preceding calendar quarter of all Letters
of Credit issued by such Issuing Bank.




          (e) Failure to Make Advances. The failure of any Lender to make the Advance to be
made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its
obligation hereunder to make its Advance on such date, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by such other Lender on such date.




          SECTION 2.04. Fees. (a) Facility Fee. The Company agrees to pay to the
Agent for the account of each Lender a facility fee on the aggregate amount of such Lender’s
Revolving Credit Commitment from the date hereof in the case of each Initial Lender and from the
effective date specified in the Assumption Agreement or in the Assignment and Acceptance pursuant
to which it became a Lender in the case of each other Lender until the Termination Date at a rate
per annum equal to the Applicable Percentage in effect from time to time, payable in arrears
quarterly on the last day of each March, June, September and December, commencing December 31,
2010, and on the later of the Termination Date and the date all Advances are paid in full;
provided that no Defaulting Lender shall be entitled to receive any facility fee in respect
of its Revolving Credit Commitment for any period during which that Lender is a Defaulting Lender
(and the Company shall not be required to pay such fee that otherwise would have been required to
have been paid to that Defaulting Lender), other than a facility fee, as described above, on the
aggregate principal amount of Advances funded by such Defaulting Lender outstanding from time to
time.




          (b) Letter of Credit Fees. (i) Each Borrower shall pay to the Agent for the account
of each Lender a commission on such Lender’s Ratable Share of the average daily aggregate Available
Amount of all Letters of Credit issued for the account of such Borrower and outstanding from time
to time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect
from time to time during such calendar quarter, payable in arrears quarterly on the last day of
each March, June, September and December, commencing with the quarter ended December 31, 2010, and
on the Termination Date; provided, that no Defaulting Lender shall be entitled to receive
any commission in respect of Letters of Credit for any period during which that Lender is a
Defaulting Lender (and the Borrowers shall not be required to pay such commission to that
Defaulting Lender but shall pay such commission as set forth in Section 2.19); provided,
further, that the Applicable Margin shall be 2% above the Applicable Margin in effect upon
the occurrence and during the continuation of an Event of Default if such Borrower is required to
pay default interest pursuant to Section 2.07(b).





     (ii) Each Borrower shall pay to each Issuing Bank, for its own account, a fronting fee
and such other commissions, issuance fees, transfer fees and other fees and charges in
connection with the Issuance or administration of each Letter of Credit as such Borrower and
such Issuing Bank shall agree.



          (c) Agent’s Fees. The Company shall pay to the Agent for its own account such fees as
may from time to time be agreed between the Company and the Agent.




          SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional Ratable
Termination or Reduction. The Company shall have the right, upon at least three Business Days’
notice to the Agent, to terminate in whole or permanently reduce ratably in part the Unused
Revolving Credit Commitments, the unused Swing Line Commitments or the Unissued Letter of Credit
Commitments, provided that each partial reduction of a Facility (i) shall be in the
aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii)
shall be made ratably among the Lenders (or Swing Line Banks, as the case may be) in accordance
with their Commitments.




          (b) Termination of Defaulting Lender. The Company may terminate the Unused Revolving
Credit Commitment of any Lender that is a Defaulting Lender (determined after giving effect to any
reallocation of
participations in Letters of Credit as provided in Section 2.19) upon prior notice of not less
than one Business Day to



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17









 







the Agent (which shall promptly notify the Lenders thereof), and in such
event the provisions of Section 2.19(e) shall apply to all amounts thereafter paid by any Borrower
for the account of such Defaulting Lender under this Agreement (whether on account of principal,
interest, facility fees, Letter of Credit commissions or other amounts), provided that (i)
no Default shall have occurred and be continuing and (ii) such termination shall not be deemed to
be a waiver or release of any claim any Borrower, the Agent, any Issuing Bank or any Lender may
have against such Defaulting Lender.




          SECTION 2.06. Repayment of Advances and Letter of Credit Drawings. (a)
Revolving Credit Advances. Each Borrower shall repay to the Agent for the ratable account
of the Lenders on the Termination Date the aggregate principal amount of the Revolving Credit
Advances made to it and then outstanding.




          (b) Letter of Credit Drawings. The obligations of each Borrower under any Letter of
Credit Agreement and any other agreement or instrument relating to any Letter of Credit issued for
the account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement, such Letter of Credit Agreement and such other
agreement or instrument under all circumstances, including, without limitation, the following
circumstances (it being understood that any such payment by such Borrower is without prejudice to,
and does not constitute a waiver of, any rights such Borrower might have or might acquire as a
result of the payment by any Issuing Bank of any draft or the reimbursement by such Borrower
thereof, including as provided in Section 9.15):





     (i) any lack of validity or enforceability of this Agreement, any Note, any Letter of
Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto
(all of the foregoing being, collectively, the “L/C Related Documents”);




     (ii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the obligations of such Borrower in respect of any L/C Related Document or any
other amendment or waiver of or any consent to departure from all or any of the L/C Related
Documents;




     (iii) the existence of any claim, set-off, defense or other right that such Borrower
may have at any time against any beneficiary or any transferee of a Letter of Credit (or any
Persons for which any such beneficiary or any such transferee may be acting), any Issuing
Bank, the Agent, any Lender or any other Person, whether in connection with the transactions
contemplated by the L/C Related Documents or any unrelated transaction;




     (iv) any statement or any other document presented under a Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




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




     (vi) any exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guarantee, for all or any of the
obligations of such Borrower in respect of the L/C Related Documents; or




     (vii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including, without limitation, any other circumstance that might otherwise
constitute a defense available to, or a discharge of, such Borrower or a guarantor.


The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct
on the part of an Issuing Bank, such Issuing Bank shall be deemed to have exercised reasonable care
in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to
be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms
of such Letter of Credit.



Jabil Credit Agreement



18









 







          (c) Swing Line Advances. Each Borrower shall repay to the Agent for the ratable
account of the Swing Line Banks and each other Lender which has made a Swing Line Advance the
outstanding principal amount of each Swing Line Advance made to it by each of them on the earlier
of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity
shall be no later than ten Business Days after the requested date of such Borrowing) and the
Termination Date.




          SECTION 2.07. Interest on Advances. (a) Scheduled Interest. Each Borrower
shall pay interest on the unpaid principal amount of each Advance made to it and owing to each
Lender from the date of such Advance until such principal amount shall be paid in full, at the
following rates per annum:





     (i) Base Rate Advances. During such periods as such Revolving Credit Advance
is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate
in effect from time to time plus (y) the Applicable Margin in effect from time to
time, payable in arrears quarterly on the last day of each March, June, September and
December during such periods and on the date such Base Rate Advance shall be Converted or
paid in full.




     (ii) Eurocurrency Rate Advances. During such periods as such Revolving Credit
Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each
Interest Period for such Eurocurrency Rate Advance to the sum of (x) the Eurocurrency Rate
for such Interest Period for such Eurocurrency Rate Advance plus (y) the Applicable
Margin in effect from time to time, payable in arrears on the last day of such Interest
Period and, if such Interest Period has a duration of more than three months, on each day
that occurs during such Interest Period every three months from the first day of such
Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in
full.




     (iii) Swing Line Advances. A rate per annum equal at all times to the sum of
(w) the Federal Funds Rate in effect from time to time plus (x) 0.50% per annum
plus (y) the Applicable Margin for Eurocurrency Rate Advances in effect from time to
time, payable in arrears the date such Swing Line Advance shall be paid in full.



          (b) Default Interest. Upon the occurrence and during the continuance of an Event of
Default under Section 6.01(a), the Agent may, and upon the request of the Required Lenders shall,
require the Borrowers to pay interest (“Default Interest”) on (i) the unpaid principal
amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause
(a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per annum above the rate per
annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to
the fullest extent permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due until such amount shall
be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at
a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on
Base Rate Advances pursuant to clause (a)(i) above; provided, however, that
following acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue and
be payable hereunder whether or not previously required by the Agent.




          SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank agrees, if
requested by the Agent, to furnish to the Agent timely information for the purpose of determining
each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely
information to the Agent for the purpose of determining any such interest rate, the Agent shall
determine such interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Agent shall give prompt notice to the Company and the Lenders of the
applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii), and
the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate
under Section 2.07(a)(ii).




          (b) If, with respect to any Eurocurrency Rate Borrowing, the Lenders owed at least 51% of the
aggregate principal amount thereof notify the Agent that (i) they are unable to obtain matching
deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second
Business Day before the making of a Borrowing in sufficient amounts to fund their respective
Eurocurrency Rate Advances as a part of such Borrowing
during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining
their respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so
notify the Company and the Lenders, whereupon (A) the Borrower of such Eurocurrency Rate Advances
will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate
Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such



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19









 







Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed
Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount
of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders
to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be
suspended until the Agent shall notify the Company and the Lenders that the circumstances causing
such suspension no longer exist.




          (c) If any Borrower shall fail to select the duration of any Interest Period for any
Eurocurrency Rate Advances in accordance with the provisions contained in the definition of
“Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower and the Lenders
and such Advances will automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate
Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be
exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.




          (d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances
comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise,
to less than the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such
Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if
such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an
Equivalent amount of Dollars and Convert into Base Rate Advances.




          (e) Upon the occurrence and during the continuance of any Event of Default, (i) each
Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period
therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base
Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency,
be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii)
the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances
shall be suspended.




          (f) If Reuters LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely
information to the Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances
after the Agent has requested such information,





     (i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the
interest rate cannot be determined for such Eurocurrency Rate Advances,




     (ii) each such Advance will automatically, on the last day of the then existing
Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars,
Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in
any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged
for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such
Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and




     (iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert
Advances comprising a Revolving Credit Borrowing into Eurocurrency Rate Advances shall be
suspended until the Agent shall notify the Company and the Lenders that the circumstances
causing such suspension no longer exist.



          SECTION 2.09. Optional Conversion of Advances. The Borrower of any Advance made as a
part of a Revolving Credit Borrowing may on any Business Day, upon notice given to the Agent not
later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.08 and 2.12, Convert all or any
portion of the Advances made as a part of a Revolving Credit Borrowing denominated in Dollars of
one Type comprising the same Borrowing into Advances denominated in Dollars of the other Type;
provided, however, that any Conversion of Eurocurrency Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, any
Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less
than the minimum amount specified in Section 2.02(c), no Conversion of any Advances shall result in
more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances
comprising part of the same



Jabil Credit Agreement





20











 




Borrowing shall be made ratably among the Lenders in accordance with their Commitments. Each
such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of
such Conversion, (ii) the Dollar denominated Advances to be Converted, and (iii) if such Conversion
is into Eurocurrency Rate Advances, the duration of the initial Interest Period for each such
Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower giving such
notice.




          SECTION 2.10. Prepayments of Advances. (a) Optional. Each Borrower may,
upon notice at least two Business Days’ prior to the date of such prepayment, in the case of
Eurocurrency Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such
prepayment, in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the
outstanding principal amount of the Advances comprising part of the same Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (i) each partial prepayment of Revolving
Credit Advances shall be in an aggregate principal amount of not less than the Revolving Credit
Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof, (ii) each partial
prepayment of Swing Line Advances shall be in an aggregate principal amount of not less than
$1,000,000 and (iii) in the event of any such prepayment of a Eurocurrency Rate Advance, such
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section
9.04(c).



          (b) Mandatory. (i) If, on any date, the Agent notifies the Company that, on any
interest payment date, the sum of (A) the aggregate principal amount of all Swing Line Advances
plus all Revolving Credit Advances denominated in Dollars plus the aggregate Available Amount of
all Letters of Credit then outstanding plus (B) the Equivalent in Dollars (determined on the third
Business Day prior to such interest payment date) of the aggregate principal amount of all
Revolving Credit Advances denominated in Committed Currencies then outstanding exceeds 103% of the
aggregate Revolving Credit Commitments on such date, the Borrowers shall, as soon as practicable
and in any event within two Business Days after receipt of such notice, prepay the outstanding
principal amount of any Advances owing by the Borrowers in an aggregate amount sufficient to reduce
such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the
Lenders on such date.



          (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any
interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case
of any prepayment of a Eurocurrency Rate Advance on a date other than the last day of an Interest
Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated
to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c).



          (iii) The Agent shall calculate on the date of each Notice of Revolving Credit Borrowing,
Notice of Swing Line Borrowing or Notice of Issuance and on each interest payment date the sum of
(A) the aggregate principal amount of all Swing Line Advances plus all Revolving Credit Advances
denominated in Dollars plus the aggregate Available Amount of all Letters of Credit then
outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such
interest payment date) of the aggregate principal amount of all Revolving Credit Advances
denominated in Committed Currencies and shall give prompt notice (and in any event no later than
thirty days) of any prepayment required under this Section 2.10(b) to the Company and the Lenders.



          SECTION 2.11. Increased Costs. (a) If, due to either (i) the introduction or phase
in of or any change in or in the interpretation of any law, rule, guideline, decision, directive,
treaty or regulation or (ii) the compliance with any guideline or request from any central bank or
other governmental authority including, without limitation, any agency of the European Union or
similar monetary or multinational authority (whether or not having the force of law), there shall
be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining
Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in
Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting
from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis
of taxation of overall net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has its Applicable
Lending Office or any political subdivision thereof), then the Company shall from time to time,
upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender additional amounts sufficient to compensate such Lender for such increased
cost; provided, however, that before making any such demand, each Lender agrees to
use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions)
to designate a different Applicable Lending Office if the making of such designation would avoid
the need for, or reduce the amount of, such increased cost and would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the



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21









 




amount of such increased cost, submitted to the Company and the Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error.




          (b) If any Lender determines that compliance with any law or regulation or any guideline
or request from any central bank or other governmental authority (whether or not having the force
of law) affects or would affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such capital is increased
by or based upon the existence of such Lender’s commitment to lend or to issue or participate in
Letters of Credit hereunder and other commitments of such type or the Issuance or maintenance of or
participation in the Letters of Credit (or similar contingent obligations), then, upon demand by
such Lender (with a copy of such demand to the Agent), the Company shall pay to the Agent for the
account of such Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender or such corporation in the light of such circumstances, to the
extent that such Lender reasonably determines such increase in capital to be allocable to the
existence of such Lender’s commitment to lend or to issue or participate in Letters of Credit
hereunder or to the Issuance or maintenance of or participation in any Letters of Credit. A
certificate as to such amounts submitted to the Company and the Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.



          (c) Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and
Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder,
are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted
or adopted.



          SECTION 2.12. Illegality. Notwithstanding any other provision of this Agreement, if
any Lender shall notify the Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for any Lender or its Eurocurrency Lending
Office to perform its obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed
Currency hereunder, (a) each Eurocurrency Rate Advance will automatically, upon such demand (i) if
such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and
(ii) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged into
an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (b) the obligation of
the Lenders to make Eurocurrency Rate Advances or to Convert Revolving Credit Advances into
Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the
Lenders that the circumstances causing such suspension no longer exist.



          SECTION 2.13. Payments and Computations. (a) Each Borrower shall make each payment
hereunder (except with respect to principal of, interest on, and other amounts relating to,
Advances denominated in a Committed Currency), irrespective of any right of counterclaim or
set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent
at the applicable Agent’s Account in same day funds. Each Borrower shall make each payment
hereunder with respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not
later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in
such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in
same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal or interest, fees or commissions ratably (other than amounts payable
pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case
to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a
Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 and upon the Agent’s
receipt of such Lender’s Assumption Agreement and recording of the information contained therein in
the Register, from and after the applicable Increase Date, the Agent shall make all payments
hereunder and under any Notes issued in connection therewith in respect of the interest assumed
thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording
of the information contained therein in the Register pursuant to Section 9.07(c), from and after
the effective date specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly between themselves.



          (b) All computations of interest based on the Base Rate shall be made by the Agent on the
basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on
the Eurocurrency



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Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by
the Agent on the basis of a year of 360 days (or, in each case of Advances denominated in Committed
Currencies where market practice differs, in accordance with market practice), in each case for the
actual number of days (including the first day but excluding the last day) occurring in the period
for which such interest, fees or commissions are payable. Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.




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



          (d) Unless the Agent shall have received notice from any Borrower prior to the date on
which any payment is due to the Lenders hereunder that such Borrower will not make such payment in
full, the Agent may assume that such Borrower has made such payment in full to the Agent on such
date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the extent such
Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the
Agent forthwith on demand such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender until the date such Lender
repays such amount to the Agent, at (i) the Federal Funds Rate in the case of Advances denominated
in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of
Advances denominated in Committed Currencies.



          (e) To the extent that the Agent receives funds for application to the amounts owing by
any Borrower under or in respect of this Agreement or any Note in currencies other than the
currency or currencies required to enable the Agent to distribute funds to the Lenders in
accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange
such funds into Dollars or into a Committed Currency or from Dollars to a Committed Currency or
from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the
Agent to distribute such funds in accordance with the terms of this Section 2.13; provided
that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or
responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of
any conversion or exchange of currencies affected pursuant to this Section 2.13(e) or as a result
of the failure of the Agent to effect any such conversion or exchange; and provided further that
the Borrowers agree to indemnify the Agent and each Lender, and hold the Agent and each Lender
harmless, for any and all losses, costs and expenses incurred by the Agent or any Lender for any
conversion or exchange of currencies (or the failure to convert or exchange any currencies) in
accordance with this Section 2.13(e), absent gross negligence or willful misconduct on the part of
the Agent or such Lender, respectively.



          SECTION 2.14. Taxes. (a) Any and all payments by each Borrower to or for the
account of any Lender or the Agent hereunder or under the Notes or any other documents to be
delivered hereunder shall be made, in accordance with Section 2.13 or the applicable provisions of
such other documents, free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, taxes imposed on its overall
net income (including branch profits taxes), and franchise taxes imposed on it in lieu of net
income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may
be) is organized or any political subdivision thereof and, in the case of each Lender, taxes
imposed on its overall net income (including branch profits taxes, and franchise taxes imposed on
it in lieu of net income taxes, by the jurisdiction of such Lender’s Applicable Lending Office or
any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as “Taxes”). If any Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable hereunder or under any Note or any other documents
to be delivered hereunder to any Lender or the Agent, (i) the sum payable shall be increased as may
be necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.14) such Lender or the Agent (as the case may be)
receives an amount equal to the sum it would have received had no such deductions been made, (ii)
such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with applicable law.



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          (b) In addition, the Company shall pay any present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies that arise from any payment made
hereunder or under the Notes any other documents to be delivered hereunder or from the execution,
delivery or registration of, performing under, or otherwise with respect to, this Agreement or the
Notes or any other documents to be delivered hereunder (hereinafter referred to as “Other
Taxes”).



          (c) Each Borrower shall indemnify each Lender and the Agent for and hold it harmless
against the full amount of Taxes or Other Taxes (including, without limitation, taxes of any kind
imposed or asserted by any jurisdiction on amounts payable under this Section 2.14) imposed on or
paid by such Lender or the Agent (as the case may be) and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto other than such liability
(including penalties, interest and expenses) attributable to the acts of or failure to act by such
Lender. This indemnification shall be made within 30 days from the date such Lender or the Agent
(as the case may be) makes written demand therefor. Upon request from a Borrower, the Lender or
Agent (as the case may be) shall provide such Borrower with such information and documentation as
to the calculation of the indemnification payment as such Borrower may reasonably request.



          (d) Within 30 days after the date of any payment of Taxes, each Borrower shall furnish to
the Agent, at its address referred to in Section 9.02, the original or a certified copy of a
receipt evidencing such payment to the extent such a receipt is issued therefor, or other written
proof of payment thereof that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by or on behalf of
such Borrower through an account or branch outside the United States or by or on behalf of such
Borrower by a payor that is not a United States person, if such Borrower determines that no Taxes
are payable in respect thereof, such Borrower shall furnish, or shall cause such payor to furnish,
to the Agent, at such address, evidence of substantial authority acceptable to the Agent stating
that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e),
the terms “United States” and “United States person” shall have the meanings
specified in Section 7701 of the Internal Revenue Code.



          (e) (i) Each Lender organized under the laws of a jurisdiction outside the United States
(a “non-U.S. Lender”), on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assumption Agreement or the
Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender,
and from time to time thereafter as reasonably requested in writing by the Company (but only so
long as such Lender remains lawfully able to do so), shall provide each of the Agent and the
Company with two original Internal Revenue Service Forms W-8BEN or W-8ECI, as appropriate, or any
successor or other form prescribed by the Internal Revenue Service, certifying that such Lender is
exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to
this Agreement or the Notes. If the form provided by a Lender at the time such Lender first
becomes a party to this Agreement indicates a United States interest withholding tax rate in excess
of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such
Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such
form; provided, however, that, if at the date of the Assignment and Acceptance
pursuant to which a Lender assignee becomes a party to this Agreement, the Lender assignor was
entitled to payments under subsection (a) in respect of United States withholding tax with respect
to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes)
United States withholding tax, if any, applicable with respect to the Lender assignee on such date.
If any form or document referred to in this subsection (e) requires the disclosure of information,
other than information necessary to compute the tax payable and information required on the date
hereof by Internal Revenue Service Form W-8BEN or W-8ECI, that the Lender reasonably considers to
be confidential, the Lender shall give notice thereof to the Company and shall not be obligated to
include in such form or document such confidential information.




     (ii) If a payment made to a Lender hereunder would be subject to United States
federal withholding tax imposed by FATCA if such Lender were to fail to comply with the
applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the
Company and the Agent, at the time or times prescribed by law and at such time or times
reasonably requested by the Company or the Agent, such documentation prescribed by
applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue
Code) and such additional documentation reasonably requested by the Company or the Agent as
may be necessary for the Company or the Agent to comply with its obligations under FATCA, to




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determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. A Lender shall not be entitled to
payment or indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by the
United States by reason of FATCA.



          (f) For any period with respect to which a non-U.S. Lender has failed to provide the
Company with the appropriate form, certificate or other document described in Section 2.14(e)
(other than to the extent such failure is due to a change in law, or in the
interpretation or application thereof, occurring subsequent to the date on which a form,
certificate or other document originally was required to be provided), such non-U.S. Lender shall
not be entitled to payment or indemnification under Section 2.14(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; provided, however, that
should a Lender become subject to Taxes because of its failure to deliver a form, certificate or
other document required hereunder, the Company shall take such steps as the Lender shall reasonably
request to assist the Lender to recover such Taxes.



          (g) In addition, in the case of any Borrower that is organized in a jurisdiction other
that the United States, if a Lender is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is organized, or any treaty to which
such jurisdiction is a party with respect to payments under this Agreement or under the Notes, such
Lender shall deliver to the Company (with a copy to the Agent) and, if required, to any applicable
governmental authority, such properly completed and executed documentation prescribed by applicable
law or reasonably requested in writing by the Company or the Agent as will permit such payments to
be made without withholding or at a reduced rate of withholding. To the extent that such
Lender is legally entitled to provide such a form and fails to satisfy the requirements of the
preceding sentence, such Lender shall not be entitled to payment or indemnification under Section
2.14(a) or (c) with respect to Taxes imposed by such jurisdiction in which the applicable Borrower
is organized by reason of such failure; provided, however, that should a Lender
become subject to Taxes because of its failure to deliver a form, certificate or other document
required hereunder, the Company and such Borrower shall take such steps as the Lender shall
reasonably request to assist the Lender to recover such Taxes.



          (h) Any Lender claiming any additional amounts payable pursuant to this Section 2.14
agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Eurocurrency Lending Office if the making of such a
change would avoid the need for, or reduce the amount of, any such additional amounts that may
thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.



          (i) If an additional payment is made under subsection (a) or (c) above for the account of
any Lender and such Lender, in its sole discretion (exercising good faith), determines that it has
finally and irrevocably received or been granted a credit against or release or remission for, or
repayment of, any tax paid or payable by it in respect of or calculated with reference to the
deduction or withholding giving rise to such payment, such Lender shall, to the extent that it
determines that it can do so without prejudice to the retention of the amount of such credit,
relief, remission or repayment, pay to the applicable Borrower such amount as the Lender shall, in
its sole discretion (exercising good faith), have determined to be attributable to such deduction
or withholding and which will leave such Lender (after such payment) in no worse position than it
would have been in if such Borrower had not been required to make such deduction or withholding.
Such Lender shall provide to the applicable Borrower reasonable information regarding any
creditable amounts it expects to receive, and the expected time for receiving such credit or
refund. Nothing herein contained shall interfere with the right of a Lender to arrange its tax
affairs in whatever manner it thinks fit nor oblige any Lender to claim any tax credit or to
disclose any information relating to its tax affairs or any computations in respect thereof or
require any Lender to do anything that would prejudice its ability to benefit from any other
credits, reliefs, remissions or repayments to which it may be entitled.



          SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Advances owing to it (other than (x) as payment of an Advance made by an Issuing
Bank pursuant to the first sentence of Section 2.03(c), (y) as a payment of a Swing Line Advance
made by a Swing Line Bank that has not been participated to the other Lenders pursuant to Section
2.02(b) or (z) pursuant to Section 2.11, 2.14, 2.19 or 9.04(c)) in excess of its pro rata share of
payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Advances owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each



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




          SECTION 2.16. Evidence of Debt. (a) Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time hereunder in respect of
Advances. Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of
such notice to the Agent) to the effect that a Note is required or appropriate in order for such
Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, such Borrower shall promptly execute and deliver to such Lender
a Note in substantially the form of Exhibit A hereto, payable to the order of such Lender in a
principal amount equal to the Revolving Credit Commitment of such Lender.



          (b) The Register maintained by the Agent pursuant to Section 9.07(d) shall include a
control account, and a subsidiary account for each Lender, in which accounts (taken together) shall
be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the
terms of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by
it, (iii) the amount of any principal or interest due and payable or to become due and payable from
each Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from
such Borrower hereunder and each Lender’s share thereof.



          (c) Entries made in good faith by the Agent in the Register pursuant to subsection (b)
above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be
prima facie evidence of the amount of principal and interest due and payable or to
become due and payable from each Borrower to, in the case of the Register, each Lender and, in the
case of such account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an entry,
or any finding that an entry is incorrect, in the Register or such account or accounts shall not
limit or otherwise affect the obligations of any Borrower under this Agreement.



          SECTION 2.17. Use of Proceeds. The proceeds of the Advances shall be available (and
each Borrower agrees that it shall use such proceeds) solely for general corporate purposes
(including acquisitions) of such Borrower and its Subsidiaries.



          SECTION 2.18. Increase in the Aggregate Revolving Credit Commitments. (a) The
Company may, at any time but in any event not more than once in any calendar year prior to the
Termination Date, by notice to the Agent, request that the aggregate amount of the Revolving Credit
Commitments be increased by an amount of $50,000,000 or an integral multiple thereof (each a
“Commitment Increase”) to be effective as of a date that is at least 90 days prior to the
scheduled Termination Date (the “Increase Date”) as specified in the related notice to the
Agent; provided, however that (i) in no event shall the aggregate amount of the
Revolving Credit Commitments at any time exceed $1,300,000,000 and (ii) on the date of any request
by the Company for a Commitment Increase and on the related Increase Date the applicable conditions
set forth in Article III shall be satisfied.



          (b) The Agent shall promptly notify the Lenders of a request by the Company for a
Commitment Increase, which notice shall include (i) the proposed amount of such requested
Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to
participate in the Commitment Increase must commit to an increase in the amount of their respective
Revolving Credit Commitments (the “Commitment Date”). Each Lender that is willing to
participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in
its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the
amount by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify
the Agent that they are willing to increase the amount of their respective Revolving Credit
Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase,
the requested Commitment



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Increase shall be allocated among the Lenders willing to participate
therein in such amounts as are agreed between the Company and the Agent.




          (c) Promptly following each Commitment Date, the Agent shall notify the Company as to the
amount, if any, by which the Lenders are willing to participate in the requested Commitment
Increase. If the aggregate amount by which the Lenders are willing to participate in any requested
Commitment Increase on any such Commitment Date is less than the requested Commitment Increase,
then the Company may extend offers to one or more Eligible Assignees to participate in any portion
of the requested Commitment Increase that has not been committed to by the Lenders as of the
applicable Commitment Date; provided, however, that the Revolving Credit Commitment
of each such Eligible Assignee shall be in an amount of $10,000,000 or more.



          (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in
a requested Commitment Increase in accordance with Section 2.18(c) (each such Eligible Assignee, an
“Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date
and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment
Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant
to the last sentence of Section 2.18(b)) as of such Increase Date; provided,
however, that the Agent shall have received on or before such Increase Date the following,
each dated such date:




     (i) (A) certified copies of resolutions of the Board of Directors of the Company or
the Executive Committee of such Board approving the Commitment Increase and the
corresponding modifications to this Agreement and (B) an opinion of counsel for the Company
(which may be in-house counsel), in substantially the form of Exhibit D hereto;




     (ii) an assumption agreement from each Assuming Lender, if any, in form and
substance satisfactory to the Company and the Agent (each an “Assumption
Agreement”), duly executed by such Eligible Assignee, the Agent and the Company; and




     (iii) confirmation from each Increasing Lender of the increase in the amount of its
Revolving Credit Commitment in a writing satisfactory to the Company and the Agent.


On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding
sentence of this Section 2.18(d), the Agent shall notify the Lenders (including, without
limitation, each Assuming Lender) and the Company, on or before 1:00 P.M. (New York City time), by
telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each Increasing Lender and
each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before
2:00 P.M. (New York City time) on the Increase Date, make available for the account of its
Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of
such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving
Credit Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a
percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the
relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the
excess of (i) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then
outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate
Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase)
over (ii) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then
outstanding (calculated based on its Revolving Credit Commitment (without giving effect to the
relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments
(without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such
funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly
thereafter cause to be distributed like funds to the other Lenders for the account of their
respective Applicable Lending Offices in an amount to each other Lender such that the aggregate
amount of the outstanding Revolving Credit Advances owing to each Lender after giving effect to
such distribution equals such Lender’s ratable portion of the Revolving Credit Borrowings then
outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate
Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase).




          Section 2.19. Defaulting Lenders. (a) If any Letters of Credit or Swing Line
Advances are outstanding at the time a Lender becomes a Defaulting Lender, and the Commitments have
not been terminated in accordance with Section 6.01, then:



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     (i) so long as no Default has occurred and is continuing, all or any part of the
Available Amount of outstanding Letters of Credit and the principal amount of outstanding
Swing Line Advances
shall be reallocated among the Lenders that are not Defaulting Lenders
(“non-Defaulting Lenders”) in accordance with their respective Ratable Shares
(disregarding any Defaulting Lender’s Revolving Credit Commitment) but only to the extent
that the sum of (A) the aggregate principal amount of all Advances made by such
non-Defaulting Lenders (in their capacity as Lenders) and outstanding at such time, plus (B)
such non-Defaulting Lenders’ Ratable Shares (before giving effect to the reallocation
contemplated herein) of the Available Amount of all outstanding Letters of Credit and of
outstanding Swing Line Advances, plus (C) the aggregate principal amount of all Advances
made by each Issuing Bank pursuant to Section 2.03(c) that have not been ratably funded by
such non-Defaulting Lenders and outstanding at such time, plus (D) such Defaulting Lender’s
Ratable Share of the Available Amount of such Letters of Credit and of outstanding Swing
Line Advances, does not exceed the total of all non-Defaulting Lenders’ Revolving Credit
Commitments.




     (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the applicable Borrower shall within two Business Days following
notice by any Issuing Bank or Swing Line Bank, cash collateralize such Defaulting Lender’s
Ratable Share of the Available Amount of such Letters of Credit or of the principal amount
of Swing Line Advances, as the case may be (after giving effect to any partial reallocation
pursuant to clause (i) above), by paying cash collateral in such amount to such Issuing Bank
or such Swing Line Bank; provided that, so long as no Default shall be continuing,
such cash collateral shall be released promptly upon the earliest of (A) the reallocation of
the Available Amount of outstanding Letters of Credit or principal amount of Swing Line
Advances, as applicable, among non-Defaulting Lenders in accordance with clause (i) above,
(B) the termination of the Defaulting Lender status of the applicable Lender or (C) such
Issuing Bank’s or Swing Line Bank’s good faith determination that there exists excess cash
collateral (in which case, the amount equal to such excess cash collateral shall be
released);




     (iii) if the Ratable Shares of Letters of Credit of the non-Defaulting Lenders are
reallocated or cash collateralized pursuant to this Section 2.19(a), then the fees payable
to the Lenders pursuant to Section 2.04(b)(i) shall be adjusted in accordance with such
non-Defaulting Lenders’ Ratable Shares of the Letters of Credit that are not cash
collateralized; or




     (iv) if any Defaulting Lender’s Ratable Share of Letters of Credit is neither cash
collateralized nor reallocated pursuant to Section 2.19(a), then, without prejudice to any
rights or remedies of any Issuing Bank or any Lender hereunder, all letter of credit fees
payable under Section 2.04(b)(i) with respect to such Defaulting Lender’s Ratable Share of
Letters of Credit shall be payable to the applicable Issuing Bank until such Defaulting
Lender’s Ratable Share of Letters of Credit is cash collateralized and/or reallocated.



          (b) So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to
issue, amend or increase any Letter of Credit, and no Swing Line Bank shall be required to make any
Swing Line Advances, unless it is satisfied that the related exposure will be 100% covered by the
Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided
by the Borrowers in accordance with Section 2.19(a), and participating interests in any such newly
issued or increased Letter of Credit or newly made Swing Line Advances shall be allocated among
non-Defaulting Lenders in a manner consistent with Section 2.19(a)(i) (and Defaulting Lenders shall
not participate therein).



          (c) No Commitment of any Lender shall be increased or otherwise affected, and, except as
otherwise expressly provided in this Section 2.19, performance by any Borrower of its obligations
shall not be excused or otherwise modified as a result of the operation of this Section 2.19. The
rights and remedies against a Defaulting Lender under this Section 2.19 are in addition to any
other rights and remedies which any Borrower, the Agent, any Issuing Bank or any Lender may have
against such Defaulting Lender.



          (d) If each Borrower, the Agent, each Issuing Bank and each Swing Line Bank agree in
writing in their reasonable determination that a Defaulting Lender should no longer be deemed to be
a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any cash collateral), that Lender will, to the extent applicable,
purchase that portion of outstanding Advances of the other Lenders or take



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such other actions as
the Agent may determine to be necessary to cause the Advances and funded and unfunded
participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance
with their Ratable
Share (without giving effect to Section 2.19(a)), whereupon such Lender will cease to be a
Defaulting Lender; provided that no adjustments will be made retroactively with respect to
fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed
by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a
waiver or release of any claim of any party hereunder arising from such Lender’s having been a
Defaulting Lender.




          (e) Notwithstanding anything to the contrary contained in this Agreement, any payment of
principal, interest, facility fees, Letter of Credit commissions or other amounts received by the
Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or
mandatory, at maturity, pursuant to Article VI or otherwise) shall be applied at such time or times
as may be determined by the Agent as follows: first, to the payment of any amounts owing by such
Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts
owing by such Defaulting Lender to any Issuing Bank or Swing Line Bank hereunder; third, if so
determined by the Agent or requested by any Issuing Bank or any Swing Line Bank, to be held as cash
collateral for future funding obligations of such Defaulting Lender in respect of any participation
in any Letter of Credit or any Swing Line Advance; fourth, as the Borrowers may request (so long as
no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined by the Agent;
fifth, if so determined by the Agent and the Borrowers, to be held in the L/C Cash Deposit Account
and released in order to satisfy obligations of such Defaulting Lender to fund Advances under this
Agreement; sixth, to the payment of any amounts owing to the Lenders or the Issuing Banks as a
result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to
any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such
Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by
a court of competent jurisdiction; provided that if (x) such payment is a payment of the
principal amount of any Advance in respect of which such Defaulting Lender has not fully funded its
appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at
a time when the applicable conditions set forth in Article III were satisfied or waived, such
payment shall be applied solely to pay the Advances of all Non-Defaulting Lenders on a pro rata
basis prior to being applied to the payment of any Advances of such Defaulting Lender and provided
further that any amounts held as cash collateral for funding obligations of a Defaulting Lender
shall be returned to such Defaulting Lender upon the termination of this Agreement and the
satisfaction of such Defaulting Lender’s obligations hereunder. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender or to post cash collateral pursuant to this Section 2.19 shall be deemed paid to
and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.



ARTICLE III



CONDITIONS TO EFFECTIVENESS AND LENDING



          SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of
this Agreement shall become effective on and as of the first date (the “Effective Date”) on
which the following conditions precedent have been satisfied:




     (a) Except as publicly disclosed prior to November 8, 2010, there shall have
occurred no Material Adverse Change since August 31, 2010.




     (b) There shall exist no action, suit, investigation, litigation or proceeding
affecting the Company or any of its Subsidiaries pending or threatened before any court,
governmental agency or arbitrator that (i) could be reasonably likely to have a Material
Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the
“Disclosed Litigation”) or (ii) purports to affect the legality, validity or
enforceability of this Agreement or any Note or the consummation of the transactions
contemplated hereby, and there shall have been no material adverse change in the status, or
financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from
that described on Schedule 3.01(b) hereto.



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     (c) Nothing shall have come to the attention of the Lenders during the course of
their due diligence investigation to lead them to believe that the Information Memorandum
was or has become misleading, incorrect or incomplete in any material respect; without
limiting the generality of the foregoing, the Lenders shall have been given such access to
the management, records, books of account, contracts and properties of the Company and its
Subsidiaries as they shall have requested.




     (d) All governmental and third party consents and approvals necessary in connection
with the transactions contemplated hereby shall have been obtained (without the imposition
of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no
law or regulation shall be applicable in the reasonable judgment of the Lenders that
restrains, prevents or imposes materially adverse conditions upon the transactions
contemplated hereby.




     (e) The Company shall have notified each Lender and the Agent in writing as to the
proposed Effective Date.




     (f) The Company shall have paid all accrued fees and expenses of the Agent and the
Lenders associated with this Agreement (including the accrued fees and expenses of counsel
to the Agent).




     (g) On the Effective Date, the following statements shall be true and the Agent
shall have received for the account of each Lender a certificate signed by a duly authorized
officer of the Company, dated the Effective Date, stating that:




     (i) The representations and warranties contained in Section 4.01 are
correct on and as of the Effective Date, and




     (ii) No event has occurred and is continuing that constitutes a Default.




     (h) The Agent shall have received on or before the Effective Date the following,
each dated the Effective Date, in form and substance satisfactory to the Agent and (except
for the Notes) in sufficient copies for each Lender:




     (i) The Notes to the order of the Lenders to the extent requested by any
Lender pursuant to Section 2.16.




     (ii) Certified copies of the resolutions of the Board of Directors of the
Company approving this Agreement and the Notes, and of all documents evidencing
other necessary corporate action and governmental approvals, if any, with respect to
this Agreement and the Notes.




     (iii) A certificate of the Secretary or an Assistant Secretary of the
Company certifying the names and true signatures of the officers of the Company
authorized to sign this Agreement and the Notes and the other documents to be
delivered hereunder.




     (iv) Favorable opinions of Holland & Knight LLP, counsel for the Company,
and the general counsel of the Company, substantially in the form of Exhibits D-1
and D-2 hereto, respectively, and as to such other matters as any Lender through the
Agent may reasonably request.




     (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent,
in form and substance satisfactory to the Agent.



          SECTION 3.02. Initial Advance to Each Designated Subsidiary. The obligation of each
Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the
Agent on or before the date of that is ten Business Days prior to such initial Advance of each of
the following, in form and substance reasonably satisfactory to the Agent and dated such date, and
(except for the Notes) in sufficient copies for each Lender:



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     (a) The Notes of such Designated Subsidiary to the order of the Lenders to the
extent requested by any Lender pursuant to Section 2.16.




     (b) Certified copies of the resolutions of the Board of Directors of such
Designated Subsidiary (with a certified English translation if the original thereof is not
in English) approving this Agreement and the Notes to be delivered by it, and of all
documents evidencing other necessary corporate action and governmental approvals, if any,
with respect to this Agreement.




     (c) A certificate of a proper officer of such Designated Subsidiary certifying the
names and true signatures of the officers of such Designated Subsidiary authorized to sign
its Designation Agreement and the Notes to be delivered by it and the other documents to be
delivered by it hereunder.




     (d) A certificate signed by a duly authorized officer of the Company, certifying
that such Designated Subsidiary has obtained all governmental and third party
authorizations, consents, approvals (including exchange control approvals) and licenses
required under applicable laws and regulations necessary for such Designated Subsidiary to
execute and deliver its Designation Agreement and the Notes to be delivered by it and to
perform its obligations hereunder and thereunder.




     (e) A Designation Agreement duly executed by such Designated Subsidiary and the
Company.




     (f) Favorable opinions of counsel (which may be in-house counsel) to such
Designated Subsidiary substantially in the form of Exhibit D hereto, and as to such other
matters as any Lender through the Agent may request.




     (g) Such other approvals, opinions or documents as any Lender, through the Agent
may reasonably request including, without limitation, such information as may be required
for the Agent or such Lender to carry out and be satisfied it has complied with the results
of all necessary “know your customer” or other similar checks under all applicable laws and
regulations.



          SECTION 3.03. Conditions Precedent to Each Borrowing, Issuance and Commitment
Increase. The obligation of each Lender and each Swing Line Bank to make an Advance (other
than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made
by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing,
the obligation of each Issuing Bank to issue a Letter of Credit and each Commitment Increase shall
be subject to the conditions precedent that the Effective Date shall have occurred and on the date
of such Borrowing, such Issuance or the applicable Increase Date (as the case may be) (a) the
following statements shall be true (and each of the giving of the applicable Notice of Revolving
Credit Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or request for Commitment
Increase and the acceptance by any Borrower of the proceeds of such Borrowing, such Issuance or
such Increase Date shall constitute a representation and warranty by such Borrower that on the date
of such Borrowing, such Issuance or such Increase Date such statements are true):




     (i) the representations and warranties contained in Section 4.01 (except the
representations set forth in the last sentence of subsection (e) thereof and in Section
(f)(i) thereof) are correct on and as of such date, before and after giving effect to such
Borrowing, such Issuance or such Commitment Increase and to the application of the proceeds
therefrom, as though made on and as of such date, and additionally, if such Borrowing or
Issuance shall have been requested by a Designated Subsidiary, the representations and
warranties of such Designated Subsidiary contained in its Designation Agreement are correct
on and as of the date of such Borrowing or such Issuance, before and after giving effect to
such Borrowing, such Issuance or such Commitment Increase and to the application of the
proceeds therefrom, as though made on and as of such date, and




     (ii) no event has occurred and is continuing, or would result from such Borrowing,
such Issuance or such Commitment Increase or from the application of the proceeds therefrom,
that constitutes a Default;



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and (b) the Agent shall have received such other approvals, opinions or documents that relate to
the matters set forth in clause (a) above as the Required Lenders through the Agent may reasonably
request.




          SECTION 3.04. Determinations Under Section 3.01. For purposes of determining
compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an
officer of the Agent responsible for the transactions contemplated by this Agreement shall have
received notice from such Lender prior to the date that the Company, by notice to the Lenders,
designates as the proposed Effective Date or the date of the initial Advance to the applicable
Designated Subsidiary, as the case may be, specifying its objection thereto. The Agent shall
promptly notify the Lenders of the occurrence of the Effective Date and each date of initial
Advance to a Designated Subsidiary, as applicable.



ARTICLE IV



REPRESENTATIONS AND WARRANTIES



          SECTION 4.01. Representations and Warranties of the Company. The Company represents
and warrants as follows:




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




     (b) The execution, delivery and performance by the Company of this Agreement and
the other Loan Documents to be delivered by it, and the consummation of the transactions
contemplated hereby, are within the Company’s corporate powers, have been duly authorized by
all necessary corporate action, and do not contravene (i) the Company’s charter or by-laws
or (ii) any material law or any material contractual restriction binding on or affecting the
Company.




     (c) No authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body or any other third party is required for
the due execution, delivery and performance by the Company of this Agreement or the other
Loan Documents to be delivered by it.




     (d) This Agreement has been, and each of the other Loan Documents to be delivered
by it when delivered hereunder will have been, duly executed and delivered by the Company.
This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid
and binding obligation of each Borrower party thereto enforceable against such Borrower in
accordance with their respective terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or law).




     (e) The Consolidated balance sheet of the Company and its Subsidiaries as at August
31, 2010, and the related Consolidated statements of income and cash flows of the Company
and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP,
independent public accountants, copies of which have been furnished to each Lender, fairly
present the Consolidated financial condition of the Company and its Subsidiaries as at such
date and the Consolidated results of the operations of the Company and its Subsidiaries for
the period ended on such date, all in accordance with GAAP consistently applied. Except as
publicly disclosed prior to November 8, 2010, since August 31, 2010, there has been no
Material Adverse Change.




     (f) There is no pending or, to the Company’s knowledge, overtly threatened action,
suit, investigation, litigation or administrative or judicial proceeding, including, without
limitation, any Environmental Action, affecting the Company or any of its Subsidiaries
before any court, governmental agency or arbitrator that (i) could be reasonably likely to
have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no
material adverse change in the status, or financial effect on the Company or any of its
Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b)



Jabil Credit Agreement




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hereto or (ii) purports to affect the legality, validity or enforceability of this
Agreement or any Note or the consummation of the transactions contemplated hereby.




     (g) No Borrower is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board
of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to
purchase or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock.




     (h) No Borrower is an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940, as amended.




     (i) Neither the Information Memorandum nor any other information, exhibit or report
furnished by or on behalf of the Company or any other Borrower to the Agent or any Lender in
connection with the negotiation and syndication of this Agreement or pursuant to the terms
of this Agreement contained any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements made therein not misleading.



ARTICLE V



COVENANTS OF THE COMPANY



          SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain unpaid, and
Letter of Credit is outstanding or any Lender shall have any Commitment hereunder, the Company
will:




     (a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries
to comply with all applicable laws, rules, regulations and orders, such compliance to
include, without limitation, compliance with ERISA, Environmental Laws and the Patriot Act,
except to the extent such failure to comply could reasonably be expected to have a Material
Adverse Effect.




     (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its property and (ii)
all lawful claims that, if unpaid, might by law become a Lien upon its property;
provided, however, that neither the Company nor any of its Subsidiaries
shall be required to pay or discharge any such tax, assessment, charge or claim that is
being contested in good faith and by proper proceedings and as to which appropriate reserves
are being maintained, unless and until any Lien resulting therefrom attaches to its property
and becomes enforceable against its other creditors.




     (c) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries
to maintain, insurance with responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or
such Subsidiary operates; provided, however, that the Company and its
Subsidiaries may self-insure to the extent consistent with prudent business practice for
companies engaged in similar businesses and owning similar properties in the same general
areas in which the Company or such Subsidiary operates.




     (d) Preservation of Corporate Existence, Etc. Preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights
(charter and statutory) and franchises; provided, however, that the Company
and its Subsidiaries may (i) consummate any merger or consolidation or other transaction
permitted under Section 5.02(b),(ii) sell, transfer, or otherwise dispose of, any Subsidiary
of the Company if permitted under Section 5.02(e), (iii) dissolve or terminate the existence
of any Subsidiary of the Company possessing immaterial assets or liabilities or no
continuing business purpose, or (iv) dissolve or terminate the existence of any Subsidiary
if in the Company’s determination (w) the preservation thereof is no longer desirable in the
conduct of the business of the Company and (x) the loss thereof is not materially
disadvantageous to the Company or the Lenders, and provided further that
neither the Company nor any of its Subsidiaries shall be required to preserve any right or
franchise if in the



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Company’s determination (y) the preservation thereof is no longer desirable in the
conduct of the business of the Company or such Subsidiary, as the case may be and (z) the
loss thereof is not materially disadvantageous to the Company, such Subsidiary or the
Lenders.




     (e) Visitation Rights. At any reasonable time during normal business hours
and from time to time upon reasonable notice, permit the Agent or any of the Lenders or any
agents or representatives thereof, to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Company and any of its
Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of
its Subsidiaries with any of their officers or directors and with their independent
certified public accountants, subject to applicable regulations of the Federal government
relating to classified information and reasonable security and safety regulations of the
Company.




     (f) Keeping of Books. Keep, and cause each of its Subsidiaries to keep,
proper books of record and account, in which full and correct entries shall be made of all
financial transactions and the assets and business of the Company and each such Subsidiary
materially in accordance with, and to the extent required by, GAAP.




     (g) Maintenance of Properties, Etc. Maintain and preserve, and cause each
of its Subsidiaries to maintain and preserve, all of its properties that are material to the
conduct of its business in good working order and condition, ordinary wear and tear
excepted, in accordance with customary and prudent business practices for similar
businesses.




     (h) Transactions with Affiliates. Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under this Agreement with any
of their Affiliates (other than the Company and its wholly-owned Subsidiaries) on terms that
are fair and reasonable and no less favorable to the Company or such Subsidiary than it
would obtain in a comparable arm’s-length transaction with a Person not an Affiliate.




     (i) Reporting Requirements. Furnish to the Agent, who shall furnish to the
Lenders:




     (i) as soon as available and in any event within 45 days after the end of
each of the first three quarters of each fiscal year of the Company, the
Consolidated balance sheet of the Company and its Subsidiaries as of the end of such
quarter and Consolidated statements of income and cash flows of the Company and its
Subsidiaries for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter, duly certified (subject to year-end audit
adjustments) by the chief financial officer or other authorized financial officer of
the Company as having been prepared in accordance with GAAP and certificates of the
chief financial officer or other authorized financial officer of the Company as to
compliance with the terms of this Agreement and setting forth in reasonable detail
the calculations necessary to demonstrate compliance with Section 5.03,
provided that in the event of any change in GAAP used in the preparation of
such financial statements, the Company shall also provide, if necessary for the
determination of compliance with Section 5.03, a statement of reconciliation
conforming such financial statements to Initial GAAP;




     (ii) as soon as available and in any event within 90 days after the end of
each fiscal year of the Company, a copy of the annual audit report for such year for
the Company and its Subsidiaries, containing the Consolidated balance sheet of the
Company and its Subsidiaries as of the end of such fiscal year and Consolidated
statements of income and cash flows of the Company and its Subsidiaries for such
fiscal year, in each case accompanied by an opinion acceptable in scope to the
Required Lenders by Ernst & Young LLP or other independent public accountants
acceptable to the Required Lenders and certificates of the chief financial officer
or other authorized financial officer of the Company as to compliance with the terms
of this Agreement and setting forth in reasonable detail the calculations necessary
to demonstrate compliance with Section 5.03, provided that in the event of
any change in GAAP used in the preparation of such financial statements, the Company
shall also provide, if necessary for the determination of



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compliance with Section 5.03, a statement of reconciliation conforming such
financial statements to Initial GAAP;




     (iii) as soon as possible and in any event within seven days after the
occurrence of each Default continuing on the date of such statement, a statement of
the chief financial officer or other authorized financial officer of the Company
setting forth details of such Default and the action that the Company has taken and
proposes to take with respect thereto;




     (iv) promptly after the sending or filing thereof, copies of all reports
that the Company sends to any of its securityholders, and copies of all reports and
registration statements that the Company or any Subsidiary files with the Securities
and Exchange Commission or any national securities exchange;




     (v) promptly after the commencement thereof, notice of all actions and
proceedings before any court, governmental agency or arbitrator affecting the
Company or any of its Subsidiaries of the type described in Section 4.01(f); and




     (vi) such other information respecting the Company or any of its
Subsidiaries as any Lender through the Agent may from time to time reasonably
request.




     Financial reports required to be delivered pursuant to clauses (i), (ii) and (iv) above
shall be deemed to have been delivered on the date on which such report is posted on the
Company’s website at www.jabil.com, and such posting shall be deemed to satisfy the
financial reporting requirements of clauses (i), (ii) and (iv) above, it being understood
that the Company shall provide all other reports and certificates required to be delivered
under this Section 5.01(i) in the manner set forth in Section 9.02.



          SECTION 5.02. Negative Covenants. So long as any Advance shall remain unpaid, and
Letter of Credit is outstanding or any Lender shall have any Commitment hereunder, the Company will
not:




     (a) Liens, Etc. Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its
properties, whether now owned or hereafter acquired, or assign, or permit any of its
Subsidiaries to assign, any right to receive income, other than:




     (i) Permitted Liens,




     (ii) purchase money Liens upon or in any real property or equipment
acquired or held by the Company or any Subsidiary in the ordinary course of business
to secure the purchase price of such property or equipment or to secure Debt
incurred solely for the purpose of financing the acquisition of such property or
equipment, or Liens existing on such property or equipment at the time of its
acquisition (other than any such Liens created in contemplation of such acquisition
that were not incurred to finance the acquisition of such property) or extensions,
renewals or replacements of any of the foregoing for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any
properties of any character other than the real property or equipment being acquired
(and any accessions or additions thereto, and proceeds thereof), and no such
extension, renewal or replacement shall extend to or cover any properties not
theretofore subject to the Lien being extended, renewed or replaced,
provided further that the aggregate principal amount of the
indebtedness secured by the Liens referred to in this clause (ii) shall not exceed
the amount specified therefor in Section 5.02(d)(iii) at any time outstanding,




     (iii) the Liens existing on the Effective Date and described on Schedule
5.02(a) hereto,




     (iv) Liens on property of a Person existing at the time such Person is
merged into or consolidated with the Company or any Subsidiary of the Company or
becomes a Subsidiary of the Company; provided that such Liens were not
created in contemplation of such merger, consolidation or acquisition and do not
extend to any assets other than those of the Person so



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merged into or consolidated with the Company or such Subsidiary or acquired by
the Company or such Subsidiary,




     (v) assignments of the right to receive income or Liens that arise in
connection with receivables securitization programs, in an aggregate principal
amount not to exceed the amount specified therefor in Section 5.02(d)(vi) at any
time outstanding (for purposes of this clause (v), the “principal amount” of a
receivables securitization program shall mean the Invested Amount),




     (vi) Liens securing Debt of Subsidiaries of the Company organized under the
laws of any country other than the United States of America or a State thereof,
which Debt is permitted under Section 5.02(d),




     (vii) Liens securing contingent obligations in respect of acceptances,
letters of credit, bank guarantees, surety bonds or similar extensions of credit,




     (viii) other Liens securing Debt in an aggregate principal amount not to
exceed the amount specified therefor in Section 5.02(d)(iv) at any time outstanding,




     (ix) Liens that are within the general parameters customary in the industry
and incurred in the ordinary course of business securing obligations under Hedge
Agreements designed solely to protect the Company or any of its Subsidiaries from
fluctuations in interest rates, currencies or the price of commodities,




     (x) Liens arising in connection with obligations permitted under Section
5.02(d)(ix), provided that such Liens shall not extend beyond the amounts on
deposit in such deposit accounts,




     (xi) Liens, if any, arising in connection with a factoring program
described in Section 5.02(e)(iii),




     (xii) Liens on inventory valued at not more than $125,000,000 at any time
in favor of customers that have paid a deposit on the inventory so encumbered,




     (xiii) assignments of the right to receive income and/or accounts
receivable in connection with the sales of accounts receivable, including pursuant
to factoring programs, whether or not the Company or any of its Subsidiaries remain
as servicer,




     (xiv) Liens on cash as contemplated by Section 2.19 or 6.02




     (xv) Liens, if any, in respect of leases that have been, or should be, in
accordance with GAAP in effect on the date hereof, recorded as capital leases; and




     (xvi) the replacement, extension or renewal of any Lien permitted by clause
(iii) or (iv) above upon or in the property theretofore subject thereto or the
replacement, extension or renewal (without increase in the amount or change in any
direct or contingent obligor) of the Debt secured thereby.




     (b) Mergers, Etc. Merge or consolidate with or into any Person,
or permit any of its Subsidiaries to do so, except (i) that any Subsidiary of the Company
may merge, consolidate, amalgamate, or combine with or into any other Subsidiary
of the Company, (ii) any Subsidiary of the Company may merge, consolidate, amalgamate, or
combine with or into the Company and (iii) any Subsidiary of the Company and the Company may
merge, consolidate, amalgamate, or combine with or into any other Person if, as a result of
one or a series of transactions, the surviving or resulting entity is or becomes a
Subsidiary or, if the Company is a party to such transaction, the surviving entity is the
Company, provided, in each case, that no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom.



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     (c) Accounting Changes. Make or permit, or permit any of its Subsidiaries
to make or permit, any change in accounting policies or reporting practices, except as
required or permitted by GAAP.




     (d) Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to
exist, any Debt other than:




     (i) Debt owed to the Company or to a wholly owned Subsidiary of the Company
or under this Agreement or the Notes,




     (ii) Debt existing on the Effective Date and described on Schedule 5.02(d)
hereto (the “Existing Debt”), and any Debt extending the maturity of, or
refunding or refinancing, in whole or in part, the Existing Debt, provided
that the principal amount of such Existing Debt shall not be increased above the
principal amount thereof outstanding immediately prior to such extension, refunding
or refinancing, and the direct and contingent obligors therefor shall not be
changed, as a result of or in connection with such extension, refunding or
refinancing,




     (iii) Debt secured by Liens permitted by Section 5.02(a)(ii) aggregating
for the Company and all of the Company’s Subsidiaries not more than $25,000,000 at
any one time outstanding,




     (iv) Debt that, in aggregate with (but without duplication of) all Debt
secured by Liens permitted by Section 5.02(a)(viii), does not exceed $100,000,000 at
any one time outstanding,




     (v) Debt incurred or assumed or acquired by Subsidiaries of the Company
organized under the laws of any country other than the United States of America or a
State thereof aggregating for all such Subsidiaries of not more than $350,000,000 at
any one time outstanding,




     (vi) Debt, if any, arising in connection with receivables securitization
programs in an aggregate principal amount not to exceed $750,000,000 at any time
outstanding (for purposes of this clause (v), the “principal amount” of a
receivables securitization program shall mean the Invested Amount),




     (vii) obligations of any Subsidiary of the Company organized under the laws
of any country other than the United States of America or a State thereof under any
Hedge Agreements entered into in the ordinary course of business to protect the
Company and its Subsidiaries against fluctuations in interest or exchange rates,




     (viii) contingent obligations in respect of acceptances, letters of credit,
bank guarantees, surety bonds or similar extensions of credit,




     (ix) obligations which in aggregate do not exceed $100,000,000 arising in
connection with the administration and operation of deposit accounts of the Company
and any of its Subsidiaries organized under the laws of any country other than the
United States of America or a State thereof in connection with cross-border or
intracountry, multiple currency cash pooling arrangements, including overdraft
facilities,




     (x) Debt of a Person at the time such Person is merged into or consolidated
with any Subsidiary of the Company or becomes a Subsidiary of the Company;
provided that such Debt was not created in contemplation of such merger,
consolidation or acquisition, and any Debt extending the maturity of, or refunding
or refinancing, in whole or in part, such Debt, provided further
that the principal amount of such Debt shall not be increased above the principal
amount thereof outstanding immediately prior to such extension, refunding or
refinancing, and the direct and contingent obligors therefor shall not be changed
(other than as a result of merger or consolidation), as a result of or in connection
with such extension, refunding or refinancing,



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     (xi) Debt, if any, arising in connection with the sales of accounts
receivable, including pursuant to factoring programs, whether or not the Company or
any of its Subsidiaries remain as servicer; and




     (xii) endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business.




     (e) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of,
or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any
assets, or grant any option or other right to any other Person to purchase, lease or
otherwise acquire any assets of the Company or any of its Subsidiaries, except (i) sales of
inventory in the ordinary course of its business or sales or other dispositions of scrap,
surplus, outdated, superseded, replaced or obsolete material or equipment, (ii) sales or
dispositions of assets in connection with a receivables securitization program to the extent
authorized by Section 5.02(d)(vi), (iii) assignments of the right to receive income and/or
accounts receivable in connection with the sales of accounts receivable, including pursuant
to factoring programs, whether or not the Company or any of its Subsidiaries remain as
servicer, (iv) in or in connection with a transaction authorized by Section 5.02(b), (v)
sales or dispositions between or among the Company and its wholly-owned Subsidiaries, (vi)
sales of property in connection with a sale and leaseback transaction provided that the net
present value of the aggregate rental obligations under such leases or contracts (discounted
at the implied interest rate of such lease or contract) does not exceed 10% of the
Consolidated total assets of the Company and its Subsidiaries measured as of August 31, 2010
and (vii) sales or other dispositions of assets in an amount not to exceed, after the date
hereof, an amount equal to 15% of Consolidated total assets of the Company and its
Subsidiaries, measured as of August 31, 2010.




     (f) Change in Nature of Business. Make, or permit any of its Subsidiaries
to make, any material change in the nature of its business from the business as carried on
by the Company and its Subsidiaries at the date hereof.




     (g) Payment Restrictions Affecting Subsidiaries. Directly or indirectly,
enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to
exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to
declare or pay dividends or other distributions in respect of its capital stock (whether
through a covenant restricting dividends, a financial covenant or otherwise), except (i)
this Agreement, (ii) any agreement or instrument evidencing Existing Debt and (iii) any
agreement in effect at the time such Subsidiary becomes a Subsidiary of the Company, so long
as such agreement was not entered into solely in contemplation of such Person becoming a
Subsidiary of the Company.



          SECTION 5.03. Financial Covenants. So long as any Advance shall remain unpaid, and
Letter of Credit is outstanding or any Lender shall have any Commitment hereunder, the Company
will:




     (a) Debt to EBITDA Ratio. Maintain, as of the end of each fiscal quarter,
a ratio of (i) Debt, excluding Debt in respect of Hedge Agreements, as of such date to (ii)
Consolidated EBITDA of the Company and its Consolidated Subsidiaries for the period of four
fiscal quarters most recently ended, of not greater than 3.5 to 1.0.




     (b) Interest Coverage Ratio. Maintain, as of the end of each fiscal
quarter, a ratio of (i) Consolidated EBITDA of the Company and its Consolidated Subsidiaries
for the period of four fiscal quarters then ended to (ii) interest payable on, and
amortization of debt discount in respect of, all Debt and loss on sale of accounts
receivable pursuant to any receivables securitization program of the Company or any of its
Subsidiaries (collectively, “Interest Expense”) during such period by the Company
and its Consolidated Subsidiaries, of not less than 3.0 to 1.0; provided, that for
purposes of calculating Interest Expense for the Company and its Subsidiaries for any
period, the Interest Expense of any Person (or assets or division of such Person) acquired
by the Company or any of its Subsidiaries during such period shall be included on a pro
forma basis for such period (assuming the consummation of such acquisition occurred on the
first day of such period).



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ARTICLE VI




EVENTS OF DEFAULT



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




     (a) The Company or any other Borrower shall fail to pay any principal of any
Advance when the same becomes due and payable; or the Company or any other Borrower shall
fail to pay any interest on any Advance or make any other payment of fees or other amounts
payable under this Agreement or any Note within three Business Days after the same becomes
due and payable; or




     (b) Any representation or warranty made by any Borrower herein or by any Borrower
(or any of its officers) in connection with this Agreement or by any Designated Subsidiary
in the Designation Agreement pursuant to which such Designated Subsidiary became a Borrower
hereunder shall prove to have been incorrect in any material respect when made; or




     (c) (i) The Company shall fail to perform or observe any term, covenant or
agreement contained in Section 5.01(d), (e), (h) or (i), 5.02 or 5.03, or (ii) the Company
shall fail to perform or observe any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if such failure shall remain unremedied
for 30 days after written notice thereof shall have been given to the Company by the Agent
or any Lender; or




     (d) The Company or any of its Subsidiaries shall fail to pay any principal of or
premium or interest on any Debt that is outstanding in a principal or, in the case of Hedge
Agreements, net amount of at least $50,000,000 in the aggregate (but excluding Debt
outstanding hereunder) of the Company or such Subsidiary (as the case may be), when the same
becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace period, if
any, specified in the agreement or instrument relating to such Debt; or any other event
shall occur or condition shall exist under any agreement or instrument relating to any such
Debt and shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to
be due and payable, or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), required to be purchased or defeased (other
than cash collateralization of letter of credit obligations), or an offer to prepay, redeem,
purchase or defease such Debt shall be required to be made, in each case prior to the stated
maturity thereof; or




     (e) The Company or any of its Subsidiaries shall generally not pay its debts as
such debts become due, or shall admit in writing its inability to pay its debts generally,
or shall make a general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Company or any of its Subsidiaries seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such
proceeding (including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any of its Subsidiaries
shall take any corporate action to authorize any of the actions set forth above in this
subsection (e); or




     (f) Judgments or orders for the payment of money in excess of $50,000,000 in the
aggregate shall be rendered against the Company or any of its Subsidiaries and either (i)
enforcement proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be any period of



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30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or




     (g) (i) Any Person or two or more Persons acting in concert (other than the Morean
Group) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or
indirectly, of Voting Stock of the Company (or other securities convertible into such Voting
Stock) representing 30% or more of the combined voting power of all Voting Stock of the
Company; or (ii) during any period of up to 12 consecutive months, commencing before or
after the date of this Agreement, individuals who at the beginning of such 12-month period
were directors of the Company shall cease for any reason (other than due to death or
disability) to constitute a majority of the board of directors of the Company (except to the
extent that individuals who at the beginning of such 12-month period were replaced by
individuals (x) elected by a majority of the remaining members of the board of directors of
the Company or (y) nominated for election by a majority of the remaining members of the
board of directors of the Company and thereafter elected as directors by the shareholders of
the Company ); or




     (h) The Company or any of its ERISA Affiliates shall incur, or shall be reasonably
likely to incur liability in excess of $50,000,000 in the aggregate as a result of one or
more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete
withdrawal of the Company or any of its ERISA Affiliates from a Multiemployer Plan; or (iii)
the reorganization or termination of a Multiemployer Plan;




     (i) so long as any Subsidiary of the Company is a Designated Subsidiary, Section
7.01 shall for any reason cease to be valid and binding on or enforceable against the
Company, or the Company shall so state in writing;


then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrowers, declare the obligation of each Lender to make
Advances (other than Advances to be made by a Lender pursuant to Section 2.02(b) and Advances by an
Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue Letters of
Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the
Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith
due and payable, whereupon the Advances, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by each Borrower; provided, however, that in
the event of an actual or deemed entry of an order for relief with respect to the Company or any
other Borrower under the any Bankruptcy Law, (A) the obligation of each Lender to make Advances
(other than Advances to be made by a Lender pursuant to Section 2.02(b) and Advances by an Issuing
Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue Letters of Credit
shall automatically be terminated and (B) the Advances, all such interest and all such amounts
shall automatically become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by each Borrower.




          SECTION 6.02. Actions in Respect of the Letters of Credit upon Default. If any
Event of Default shall have occurred and be continuing, the Agent may with the consent, or shall at
the request, of the Required Lenders, irrespective of whether it is taking any of the actions
described in Section 6.01 or otherwise, make demand upon the Borrowers to, and forthwith upon such
demand the Borrowers will, (a) pay to the Agent on behalf of the Lenders in same day funds at the
Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount
equal to the aggregate Available Amount of all Letters of Credit then outstanding or (b) make such
other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the
Required Lenders and not more disadvantageous to the Borrowers than clause (a); provided,
however, that in the event of an actual or deemed entry of an order for relief with respect
to any Borrower under any Bankruptcy Law, an amount equal to the aggregate Available Amount of all
outstanding Letters of Credit shall be immediately due and payable to the Agent for the account of
the Lenders without notice to or demand upon the Borrowers, which
are expressly waived by each Borrower, to be held in the L/C Cash Deposit Account. If at any
time an Event of Default is continuing the Agent determines that any funds held in the L/C Cash
Deposit Account are subject to any right or claim of any Person other than the Agent and the
Lenders or that the total amount of such funds is less than the aggregate Available Amount of all
Letters of Credit, the Borrowers will, forthwith upon demand by the Agent, pay



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to the Agent, as additional funds to be deposited and held in the L/C Cash Deposit Account, an
amount equal to the excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Deposit Account that the Agent determines to be free and
clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds
are on deposit in the L/C Cash Deposit Account, such funds shall be applied to reimburse the
Issuing Banks to the extent permitted by applicable law. After all such Letters of Credit shall
have expired or been fully drawn upon and all other obligations of the Borrowers hereunder and
under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account
shall be returned to the Borrowers.




ARTICLE VII



GUARANTY



          SECTION 7.01. Unconditional Guaranty. The Company hereby absolutely, unconditionally
and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any
date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each
other Borrower now or hereafter existing under or in respect of this Agreement and the Notes
(including, without limitation, any extensions, modifications, substitutions, amendments or
renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”),
and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses
of counsel) incurred by the Agent or any Lender in enforcing any rights under this Agreement.
Without limiting the generality of the foregoing, the Company’s liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by such Borrower to
the Agent or any Lender under or in respect of this Agreement and the Notes but for the fact that
they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or
similar proceeding involving such Borrower.



          SECTION 7.02. Guaranty Absolute. (a) The Company guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations
of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations
or any other obligations of any other Borrower under or in respect of this Agreement and the Notes,
and a separate action or actions may be brought and prosecuted against the Company to enforce this
Guaranty, irrespective of whether any action is brought against any Borrower or whether any
Borrower is joined in any such action or actions. The liability of the Company under this Guaranty
shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or
all of the following:




     (a) any lack of validity or enforceability of this Agreement, any Note or any agreement
or instrument relating thereto;




     (b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other obligations of any Borrower under or in
respect of this Agreement and the Notes, or any other amendment or waiver of or any consent
to departure from this Agreement or any Note, including, without limitation, any increase in
the Guaranteed Obligations resulting from the extension of additional credit to any Borrower
or any of its Subsidiaries or otherwise;




     (c) any taking, exchange, release or non-perfection of any collateral, or any taking,
release or amendment or waiver of, or consent to departure from, any other guaranty, for all
or any of the Guaranteed Obligations;




     (d) any manner of application of any collateral, or proceeds thereof, to all or any of
the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for
all or any of the Guaranteed Obligations or any other obligations of any Borrower under this
Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;




     (e) any change, restructuring or termination of the corporate structure or existence of
any Borrower or any of its Subsidiaries;



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     (f) any failure of the Agent or any Lender to disclose to the Company any information
relating to the business, condition (financial or otherwise), operations, performance,
properties or prospects of any Borrower now or hereafter known to the Agent or such Lender
(the Company waiving any duty on the part of the Agent and the Lenders to disclose such
information);




     (g) the failure of any other Person to execute or deliver this Guaranty or any other
guaranty or agreement or the release or reduction of liability of the Company or other
guarantor or surety with respect to the Guaranteed Obligations; or




     (h) any other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by the Agent or any Lender that might
otherwise constitute a defense available to, or a discharge of, any Borrower or any other
guarantor or surety.


This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the
Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any
Borrower or otherwise, all as though such payment had not been made.




          SECTION 7.03. Waivers and Acknowledgments. (a) The Company hereby unconditionally
and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for
performance, notice of nonperformance, default, acceleration, protest or dishonor and any other
notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that
the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto
or exhaust any right or take any action against any Borrower or any other Person or any collateral.




     (b) The Company hereby unconditionally and irrevocably waives any right to revoke this
Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all
Guaranteed Obligations, whether existing now or in the future.




     (c) The Company hereby unconditionally and irrevocably waives (i) any defense arising
by reason of any claim or defense based upon an election of remedies by the Agent or any
Lender that in any manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights of the
Company or other rights of the Company to proceed against any Borrower, any other guarantor
or any other Person or any collateral and (ii) any defense based on any right of set-off or
counterclaim against or in respect of the obligations of the Company hereunder.




     (d) The Company hereby unconditionally and irrevocably waives any duty on the part of
the Agent or any Lender to disclose to the Company any matter, fact or thing relating to the
business, condition (financial or otherwise), operations, performance, properties or
prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Agent or
such Lender.




     (e) The Company acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by this Agreement and the Notes and
that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in
contemplation of such benefits.



          SECTION 7.04. Subrogation. The Company hereby unconditionally and irrevocably agrees
not to exercise any rights that it may now have or hereafter acquire against any Borrower or any
other insider guarantor that arise from the existence, payment, performance or enforcement of the
Company’s obligations under or in respect of this Guaranty, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or any Lender against any Borrower or any other
insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without limitation, the right to take or receive
from any Borrower or any other insider guarantor, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security on account of such claim, remedy or
right, unless and until all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash, all Letters of Credit shall have expired or been
terminated and the Commitments shall have expired or been terminated. If any amount shall be paid
to the Company in violation of the immediately
preceding sentence at any time prior to



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the latest of (a) the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the Termination Date
and (c) the latest date of expiration or termination of all Letters of Credit, such amount shall be
received and held in trust for the benefit of the Agent and the Lenders, shall be segregated from
other property and funds of the Company and shall forthwith be paid or delivered to the Agent in
the same form as so received (with any necessary endorsement or assignment) to be credited and
applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether
matured or unmatured, in accordance with the terms of this Agreement and the Notes, or to be held
as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty
thereafter arising. If (i) the Company shall make payment to the Agent or any Lender of all or any
part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been paid in full in cash, (iii) the Termination Date shall
have occurred and (iv) all Letters of Credit shall have expired or been terminated, the Agent and
the Lenders will, at the Company’s request and expense, execute and deliver to the Company
appropriate documents, without recourse and without representation or warranty, necessary to
evidence the transfer by subrogation to the Company of an interest in the Guaranteed Obligations
resulting from such payment made by the Company pursuant to this Guaranty.




          SECTION 7.05. Continuing Guaranty; Assignments. This Guaranty is a continuing
guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full
in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the
Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit,
(b) be binding upon the Company, its successors and assigns and (c) inure to the benefit of and be
enforceable by the Agent and the Lenders and their successors, transferees and assigns. Without
limiting the generality of clause (c) of the immediately preceding sentence, the Agent or any
Lender may assign or otherwise transfer all or any portion of its rights and obligations under this
Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing
to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to the Agent or such Lender herein
or otherwise, in each case as and to the extent provided in Section 9.07.



ARTICLE VIII



THE AGENT



          SECTION 8.01. Authorization and Authority. Each Lender hereby irrevocably appoints
Citibank, N.A. to act on its behalf as the Agent hereunder and authorizes the Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Agent and the Lenders, and none of the
Borrowers shall have rights as a third party beneficiary of any of such provisions.



          SECTION 8.02. Agent Individually. (a) The Person serving as the 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 Agent and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the 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 Subsidiary or other
Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account
therefor to the Lenders.



          (b) Each Lender understands that the Person serving as Agent, acting in its individual
capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide
range of financial services and businesses (including investment management, financing, securities
trading, corporate and investment banking and research) (such services and businesses are
collectively referred to in this Section 8.02 as “Activities”) and may engage in the
Activities with or on behalf of one or more of the Borrowers or their respective Affiliates.
Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial
products or undertake other investment businesses for its own account or on behalf of others
(including the Borrowers and their Affiliates and including holding, for its own account or on
behalf of others, equity, debt and similar positions in a Borrower or its Affiliates), including
trading in or holding long, short or derivative positions in securities, loans or other financial
products of one or more of the Borrowers or their Affiliates. Each Lender understands and agrees
that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain
information concerning the Borrowers or their Affiliates (including information concerning the
ability of the Borrowers to perform their



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respective obligations hereunder) which information may
not be available to any of the Lenders that are not members of the Agent’s Group. None of the
Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender or use on
behalf of the Lenders, and shall not be liable for the failure to so disclose or use, any
information whatsoever about or derived from the Activities or otherwise (including any information
concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of any Borrower or any Affiliate thereof) or to account for any revenue or profits
obtained in connection with the Activities, except that the Agent shall deliver or otherwise make
available to each Lender such documents as are expressly required by this Agreement to be
transmitted by the Agent to the Lenders.



          (c) Each Lender further understands that there may be situations where members of the Agent’s
Group or their respective customers (including the Borrowers and their Affiliates) either now have
or may in the future have interests or take actions that may conflict with the interests of any one
or more of the Lenders (including the interests of the Lenders hereunder). Each Lender agrees that
no member of the Agent’s Group is or shall be required to restrict its activities as a result of
the Person serving as Agent being a member of the Agent’s Group, and that each member of the
Agent’s Group may undertake any Activities without further consultation with or notification to any
Lender. None of (i) this Agreement, (ii) the receipt by the Agent’s Group of information
(including Company Information) concerning the Borrowers or their Affiliates (including information
concerning the ability of the Borrowers to perform their respective obligations hereunder) nor
(iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including
without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s
Group to any Lender including any such duty that would prevent or restrict the Agent’s Group from
acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.



          SECTION 8.03. Duties of Agent; Exculpatory Provisions. (a) The Agent’s duties
hereunder are solely ministerial and administrative in nature and the Agent shall not have any
duties or obligations except those expressly set forth herein. Without limiting the generality of
the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, but shall be required to act or refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the written direction of the Required
Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein), provided that the Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Agent or any of its Affiliates to liability
or that is contrary to this Agreement or applicable law.



          (b) The 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 Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 9.01 or 6.01) or (ii) in the absence of its own gross
negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default
or the event or events that give or may give rise to any Default unless and until the Company or
any Lender shall have given notice to the Agent describing such Default and such event or events.



          (c) Neither the Agent nor any member of the Agent’s Group shall be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty, representation or other information
made or supplied in or in connection with this Agreement or the Information Memorandum, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith or the adequacy, accuracy and/or completeness of the information
contained therein, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement,
instrument or document or the perfection or priority of any Lien or security interest created or
purported to be created hereby or (v) the satisfaction of any condition set forth in Article III or
elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items
expressly required to be delivered to the Agent.



          (d) Nothing in this Agreement shall require the Agent or any of its Related Parties to carry
out any “know your customer” or other checks in relation to any person on behalf of any Lender and
each Lender confirms to the Agent that it is solely responsible for any such checks it is required
to carry out and that it may not rely on any statement in relation to such checks made by the Agent
or any of its Related Parties.



          SECTION 8.04. Reliance by Agent. The 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



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be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The 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 an Advance, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is
satisfactory to such Lender unless an officer of the Agent responsible for the transactions
contemplated hereby shall have received notice to the contrary from such Lender prior to the making
of such Advance or the issuance of such Letter of Credit, and in the case of a Borrowing, such
Lender shall not have made available to the Agent such Lender’s ratable portion of such Borrowing.
The 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.




          SECTION 8.05. Delegation of Duties. The Agent may perform any and all of its duties
and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by
the Agent. The 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. Each such sub-agent and the
Related Parties of the Agent and each such sub-agent shall be entitled to the benefits of all
provisions of this Article VIII and Section 9.04 (as though such sub-agents were the “Agent”
hereunder) as if set forth in full herein with respect thereto.



          SECTION 8.06. Resignation of Agent. (a) The Agent may at any time give notice of its
resignation to the Lenders and the Company. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, with the consent of the Company (so long as no Event of
Default has occurred and is continuing, and such consent not to be unreasonably withheld or
delayed), to appoint a successor, which shall be a bank having a combined capital and surplus of at
least $500,000,000 and with an office in New York, New York, or an Affiliate of any such bank with
an office in New York, New York (or such other jurisdiction as is acceptable to the Company and the
Required Lenders). If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Agent gives notice of its
resignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent
may on behalf of the Lenders, with the consent of the Company (so long as no Event of Default has
occurred and is continuing, and such consent not to be unreasonably withheld or delayed), appoint a
successor Agent meeting the qualifications set forth above. In addition and without any obligation
on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the
retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the
Company and the Lenders that no qualifying Person has accepted appointment as successor Agent and
the effective date of such retiring Agent’s resignation. Upon the resignation effective date
established in such notice and regardless of whether a successor Agent has been appointed and
accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and
(i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and
(ii) all payments, communications and determinations provided to be made by, to or through the
Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders
appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a
successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and
the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder
(if not already discharged therefrom as provided above in this paragraph). The fees payable by the
Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Company and such successor. After the retiring Agent’s resignation hereunder,
the provisions of this Article and Section 9.04 shall continue in effect for the benefit of such
retiring 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 Agent was acting as Agent.



          (b) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such
Person shall notify the Borrowers and the Lenders otherwise, also act to relieve such Person and
its Affiliates of any obligation to advance or issue new, or extend existing, Swing Line Advances
or Letters of Credit where such advance, issuance or extension is to occur on or after the
effective date of such resignation. Upon the acceptance of a successor’s appointment as Agent
hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring Issuing Bank and Swing Line Bank, (ii) the retiring Issuing
Bank and Swing Line Bank shall be discharged from all of their respective duties and obligations
hereunder, (iii) the
successor Swing Line Bank shall enter into an Assignment and Acceptance and acquire from the
retiring Swing Line Bank each outstanding Swing Line Advance of such retiring Swing Line Bank for a
purchase price equal to par plus accrued interest and (iv) the successor Issuing Bank shall issue
letters of credit in substitution for the Letters of



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Credit, if any, outstanding at the time of
such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively
assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.




          SECTION 8.07. Non-Reliance on Agent and Other Lenders. (a) Each Lender confirms to
the Agent, each other Lender and each of their respective Related Parties that it (i) possesses
(individually or through its Related Parties) such knowledge and experience in financial and
business matters that it is capable, without reliance on the Agent, any other Lender or any of
their respective Related Parties, of evaluating the merits and risks (including tax, legal,
regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement,
(y) making Advances and other extensions of credit hereunder and (z) in taking or not taking
actions hereunder, (ii) is financially able to bear such risks and (iii) has determined that
entering into this Agreement and making Advances and other extensions of credit hereunder is
suitable and appropriate for it.



          (b) Each Lender acknowledges that (i) it is solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with this Agreement, (ii)
that it has, independently and without reliance upon the Agent, any other Lender or any of their
respective Related Parties, made its own appraisal and investigation of all risks associated with,
and its own credit analysis and decision to enter into, this Agreement based on such documents and
information, as it has deemed appropriate and (iii) it will, independently and without reliance
upon the Agent, any other Lender or any of their respective Related Parties, continue to be solely
responsible for making its own appraisal and investigation of all risks arising under or in
connection with, and its own credit analysis and decision to take or not take action under, this
Agreement based on such documents and information as it shall from time to time deem appropriate,
which may include, in each case:




     (i) the financial condition, status and capitalization of the Company and each other
Borrower;




     (ii) the legality, validity, effectiveness, adequacy or enforceability of this
Agreement and any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection herewith;




     (iii) determining compliance or non-compliance with any condition hereunder to the
making of an Advance, or the issuance of a Letter of Credit and the form and substance of
all evidence delivered in connection with establishing the satisfaction of each such
condition;




     (iv) the adequacy, accuracy and/or completeness of the Information Memorandum and any
other information delivered by the Agent, any other Lender or by any of their respective
Related Parties under or in connection with this Agreement, the transactions contemplated
hereby or any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with this Agreement.



          SECTION 8.08. Indemnification. (a) Each Lender severally agrees to indemnify the
Agent (to the extent not reimbursed by the Company) from and against such Lender’s pro rata share
(determined as provided below) of any and all liabilities, obligations, losses, damages, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Agent (in its capacity as such) in any way
relating to or arising out of this Agreement or any action taken or omitted by the Agent (in its
capacity as such) under this Agreement (collectively, the “Indemnified Costs”),
provided that no Lender shall be liable for any portion of the Indemnified Costs resulting
from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its pro rata Share of any
out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent (in its capacity
as such) in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the
Agent is not reimbursed for such expenses by the Company. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05(a) applies whether
any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third
party. For purposes of this
Section 8.08(a), the Lenders’ respective pro rata shares of any amount shall be determined, at
any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at
such time and owing to the respective Lenders, (ii) their respective pro rata shares of the
aggregate Available Amount of all Letters of Credit outstanding at such time and (iii) their
respective Unused Revolving Credit Commitments at such time.



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          (b) Each Lender severally agrees to indemnify the Issuing Banks (to the extent not promptly
reimbursed by the Company) from and against such Lender’s Ratable Share of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted
against any such Issuing Bank (in its capacity as such) in any way relating to or arising out of
the Loan Documents or any action taken or omitted by such Issuing Bank (in its capacity as such)
hereunder or in connection herewith; provided, however, that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Issuing Bank’s gross
negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse any such Issuing Bank promptly upon demand for its Ratable Share of any costs and
expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the
Company under Section 9.04, to the extent that such Issuing Bank is not promptly reimbursed for
such costs and expenses by the Company.



          (c) The failure of any Lender to reimburse the Agent or any Issuing Bank promptly upon demand
for its Ratable Share of any amount required to be paid by the Lenders to the Agent as provided
herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent or any
Issuing Bank for its Ratable Share of such amount, but no Lender shall be responsible for the
failure of any other Lender to reimburse the Agent or any Issuing Bank for such other Lender’s
applicable share of such amount. Without prejudice to the survival of any other agreement of any
Lender hereunder, the agreement and obligations of each Lender contained in this Section 8.08 shall
survive the payment in full of principal, interest and all other amounts payable hereunder and
under the Notes. Each of the Agent and each Issuing Bank agrees to return to the Lenders their
respective applicable shares of any amounts paid under this Section 8.08 that are subsequently
reimbursed by the Company.



          SECTION 8.09. Other Agents. Each Lender hereby acknowledges that neither the
documentation agent nor any other Lender designated as any “Agent” on the signature pages hereof
has any liability hereunder other than in its capacity as a Lender.



ARTICLE IX



MISCELLANEOUS



          SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision of this
Agreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given; provided, however, that (a) no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (i) waive any of the
conditions specified in Section 3.01, (ii) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required
for the Lenders or any of them to take any action hereunder or (iii) amend this Section 9.01 and
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender affected
hereby, do any of the following: (i) increase the Commitments of the Lenders other than in
accordance with Section 2.18, (ii) reduce the principal of, or rate of interest on, the Advances or
any fees or other amounts payable hereunder, (iii) postpone any date fixed for any payment of
principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (iv)
release the Company from any of its obligations under Article VII, or (v) extend the expiration
date of any Letter of Credit to a date later than the final Termination Date; and provided
further that (x) no amendment, waiver or consent shall, unless in writing and signed by the
Agent in addition to the Lenders required above to take such action, affect the rights or duties of
the Agent under this Agreement or any Note; (y) no amendment, waiver or consent shall, unless in
writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such
action, affect the rights or obligations of the Swing Line Banks under this Agreement; and (z) no
amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition
to the Lenders required above to take such action, adversely affect the rights or obligations of
the Issuing Banks in their capacities as such under this Agreement. Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder (and
any amendment, waiver or consent which by its terms requires the consent of all Lenders or
each affected Lender may be effected with the consent of the applicable Lenders other than
Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased
or extended without the consent of such Lender and (y) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender more adversely than other affected Lenders shall require the consent of such
Defaulting Lender.




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          SECTION 9.02. Notices, Etc. (a) All notices and other communications provided for
hereunder shall be either (x) in writing (including telecopier communication) and mailed,
telecopied or delivered or (y) as and to the extent set forth in Section 9.02(b) and in the proviso
to this Section 9.02(a), if to the Company or any other Borrower, at the Company’s address at 10560
Dr. Martin Luther King, Jr. Street North, St. Petersburg, Florida 33716, Attention: Treasurer,
with a copy to the same address, Attention: General Counsel; if to any Initial Lender, at its
Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender,
at its Domestic Lending Office specified in the Assumption Agreement or the Assignment and
Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at 1615 Brett
Road, Building #3, New Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as
to the Company or the Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Company and the Agent, provided that
materials required to be delivered pursuant to Section 5.01(i)(i), (ii) or (iv) shall be delivered
to the Agent as specified in Section 9.02(b) or as otherwise specified to any Borrower by the
Agent. All such notices and communications shall, when mailed, telecopied or e-mailed, be
effective when deposited in the mails, telecopied (when confirmation is received) or confirmed by
e-mail, respectively, except that notices and communications to the Agent pursuant to Article II,
III or VIII shall not be effective until received by the Agent, provided that notices of any kind
shall not be deemed received unless delivered during the recipient’s normal business hours.
Delivery by telecopier or e-mail of an executed counterpart of any amendment or waiver of any
provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered
hereunder shall be effective as delivery of a manually executed counterpart thereof.



          (b) So long as Citibank or any of its Affiliates is the Agent, materials required to be
delivered pursuant to Section 5.01(i)(i), (ii) and (iv) shall be delivered to the Agent in an
electronic medium in a format acceptable to the Agent and the Lenders by e-mail at
oploanswebadmin@citigroup.com. The Company agrees that the Agent may make such materials, as well
as any other written information, documents, instruments and other material relating to the
Company, any of its Subsidiaries or any other materials or matters relating to this Agreement, the
Notes or any of the transactions contemplated hereby (collectively, the “Communications”)
available to the Lenders by posting such notices on Intralinks or a substantially similar
electronic system (the “Platform”). The Company acknowledges that (i) the distribution of
material through an electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as
available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or
completeness of the Communications or the Platform and each expressly disclaims liability for
errors or omissions in the Communications or the Platform. No warranty of any kind, express,
implied or statutory, including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from viruses or other code
defects, is made by the Agent or any of its Affiliates in connection with the Platform.



          (c) Each Lender agrees that notice to it (as provided in the next sentence) (a
“Notice”) specifying that any Communications have been posted to the Platform shall
constitute effective delivery of such information, documents or other materials to such Lender for
purposes of this Agreement; provided that (i) if requested by any Lender the Agent shall
deliver a copy of the Communications to such Lender by email or telecopier and (ii) if such Notice
is received other than during such Lender’s normal business hours, it shall be deemed delivered on
the next succeeding Business Day. Each Lender agrees (i) to notify the Agent in writing of such
Lender’s e-mail address to which a Notice may be sent by electronic transmission (including by
electronic communication) on or before the date such Lender becomes a party to this Agreement (and
from time to time thereafter to ensure that the Agent has on record an effective e-mail address for
such Lender) and (ii) that any Notice may be sent to such e-mail address.



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



          SECTION 9.04. Costs and Expenses. (a) The Company agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the Notes and the other documents to
be delivered hereunder, including, without limitation, (A) all computer, duplication, appraisal,
consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the Agent
with respect thereto and with respect to advising the Agent as



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to its rights and responsibilities
under this Agreement. The Company further agrees to pay on demand all costs and expenses of the
Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the Agent and each
Lender in connection with the enforcement of rights under this Section 9.04(a).




          (b) The Company agrees to indemnify and hold harmless the Agent and each Lender and each of
their Affiliates and their officers, directors, employees, agents and advisors (each, an
“Indemnified Party”) from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of or in connection
with or by reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this
Agreement, any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances or Letters of Credit or (ii) the actual or alleged presence of Hazardous
Materials on any property of the Company or any of its Subsidiaries or any Environmental Action
relating in any way to the Company or any of its Subsidiaries, except, with respect to any
Indemnified Party, to the extent such claim, damage, loss, liability or expense is determined in a
final and non-appealable judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or proceeding is brought
by the Company, its directors, equityholders or creditors or an Indemnified Party or any other
Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. The Company also agrees not to assert any claim
for special, indirect, consequential or punitive damages against the Agent, any Lender, any of
their Affiliates, or any of their respective directors, officers, employees, attorneys and agents,
on any theory of liability, arising out of or otherwise relating to the Notes, this Agreement, any
of the transactions contemplated herein or the actual or proposed use of the proceeds of the
Advances.



          (c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by
any Borrower to or for the account of a Lender (i) other than on the last day of the Interest
Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or
2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason,
or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such
Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07
as a result of a demand by the Company pursuant to Section 9.07(a) or (ii) as a result of a payment
or Conversion pursuant to Section 2.08, 2.10 or 2.12, such Borrower shall, upon demand by such
Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender
any amounts required to compensate such Lender for any additional losses, costs or expenses that it
may reasonably incur as a result of such payment or Conversion, including, without limitation, any
loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.
If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or
exchange of Advances in the case of Section 2.08 or 2.12 exceeds the sum required to satisfy such
Lender’s liability in respect of such Advances, such Lender agrees to remit to the applicable
Borrower such excess.



          (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the
agreements and obligations of the Borrowers contained in Sections 2.11, 2.14 and 9.04 shall survive
the payment in full of principal, interest and all other amounts payable hereunder and under the
Notes.



          SECTION 9.05. Right of Set-off. Upon (i) the occurrence and during the continuance
of any Event of Default and (ii) the making of the request or the granting of
the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and
payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for
the credit or the account of the Company or any Borrower against any and all of the obligations of
the Company or any Borrower now or hereafter existing under this Agreement and the Note held by
such Lender, whether or not such Lender shall have made any demand under this Agreement or such
Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the
Company or the applicable Borrower after any such set-off and application,



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provided that
the failure to give such notice shall not affect the validity of such set-off and application. The
rights of each Lender and its Affiliates under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that such Lender and its
Affiliates may have.




          SECTION 9.06. Binding Effect. This Agreement shall become effective (other than
Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set
forth in Section 3.01) when it shall have been executed by the Company and the Agent and when the
Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and
thereafter shall be binding upon and inure to the benefit of the Company, the Agent and each Lender
and their respective successors and assigns, except that neither the Company nor any other Borrower
shall have the right to assign its rights hereunder or any interest herein without the prior
written consent of all of the Lenders.



          SECTION 9.07. Assignments and Participations. (a) Each Lender may with the consent
of each Issuing Bank and each Swing Line Bank (which consent shall not be unreasonably withheld or
delayed) assign to one or more Persons all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its
Swing Line Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it, its
participations in Letters of Credit and the Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a constant, and not a varying,
percentage of all rights and obligations under this Agreement, (ii) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of
all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Revolving
Credit Commitment of the assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such assignment) shall
be $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Swing Line
Commitment or Letter of Credit Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall be $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each
case, unless the Company and the Agent otherwise agree, (iii) each such assignment shall be to an
Eligible Assignee; and (iv) the parties to each such assignment shall execute and deliver to the
Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by
the parties to each such assignment, provided, however, that in the case of each
assignment made as a result of a demand by the Company, such recordation fee shall be payable by
the Company except that no such recordation fee shall be payable in the case of an assignment made
at the request of the Company to an Eligible Assignee that is an existing Lender and
provided further that no such assignment shall be made to a Defaulting Lender.
Upon such execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
with respect to the interest assigned and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of
a Lender hereunder, in addition to any rights and obligations theretofore held by it as a Lender,
and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other
than its rights under Sections 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an
event arising prior to such assignment) and be released from its obligations (other than its
obligations under Section 8.08 to the extent any claim thereunder relates to an event arising prior
to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto).



          (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in
connection with this Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Company or any other Borrower or the performance or observance by the Company or any other
Borrower of any of its obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that, to the extent it has so requested, it
has received a copy of this Agreement, together with copies of the financial statements referred to
in Section 4.01 and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee
will, independently and without reliance upon the Agent, such assigning Lender or any other



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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 this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations that by the terms of this Agreement
are required to be performed by it as a Lender.




          (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to
such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice thereof to the
Company.



          (d) The Agent shall maintain at its address referred to in Section 9.02 a copy of each
Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Advances owing to, each Lender from time to time (the “Register”).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Company and the other Borrowers, the Agent and the Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement.
In addition, the Agent shall maintain on the Register information regarding the designation and
revocation of designation of any Lender as a Defaulting Lender. The Register shall be available
for inspection by the Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice.



          (e) Each Lender may sell participations to one or more banks or other entities (other than the
Company or any of its Affiliates) in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Commitment, the Advances
owing to it and any Note or Notes held by it); provided, however, that (i) such
Lender’s obligations under this Agreement (including, without limitation, its Commitment to the
Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (iii) such Lender shall remain
the holder of any such Note for all purposes of this Agreement, (iv) the Company , the other
Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement and (v) no
participant under any such participation shall have any right to approve any amendment or waiver of
any provision of this Agreement or any Note, or any consent to any departure by the Company or any
other Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce
the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.



          (f) Any Lender may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed
assignee or participant, any information relating to the Company furnished to such Lender by or on
behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
Company Information relating to the Company received by it from such Lender in accordance with
Section 9.08 hereof.



          (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time create a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender (including, without limitation, any pledge or assignment to secure
obligations to a Federal Reserve Bank in accordance with Regulation A of the Board of Governors of
the Federal Reserve System and this Section shall not apply to any such pledge or assignment of a
security interest; provided that, no such pledge or assignment of a security interest shall
release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender party hereto interest.



          (h) Resignation as Issuing Bank or Swing Line Bank after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time any Issuing Bank or Swing Line Bank
assigns all of its Revolving Credit Commitments and Advances pursuant to Section 9.07(a),
such Person may, (i) upon 30 days’



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notice to the Borrower and the Lenders, resign as Issuing Bank
and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Bank. In the event of any
such resignation as Issuing Bank or Swing Line Bank, the Borrower shall be entitled to appoint from
among the Lenders a successor Issuing Bank or Swing Line Bank hereunder; provided,
however, that no failure by the Borrower to appoint any such successor shall affect the
resignation of such Person as Issuing Bank or Swing Line Bank, as the case may be. If such Person
resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of an
Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date
of its resignation as Issuing Bank and all unreimbursed Letter of Credit drawings with respect
thereto. If such Person resigns as a Swing Line Bank, it shall retain all the rights of a Swing
Line Bank provided for hereunder with respect to Swing Line Advances made by it and outstanding as
of the effective date of such resignation. Upon the appointment of a successor Issuing Bank and/or
Swing Line Bank, (a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring Issuing Bank or Swing Line Bank, as the case may be,
and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to such Person to effectively assume the obligations of such Person with respect to such Letters of
Credit.




          SECTION 9.08. Confidentiality. Neither the Agent nor any Lender may disclose to any
Person any Company Information (as defined below), except that each of the Agent and each of the
Lenders may disclose Company Information (a) to its and its Affiliates’ respective managers,
administrators, trustees, partners, employees, officers, directors, agents and advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Company Information and such person shall have agreed to keep such Company
Information confidential on substantially the same terms as provided herein), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process or
requested by any self-regulatory authority, provided that, to the extent practicable, the
Company is given prompt written notice of such requirement or request prior to such disclosure and
assistance in obtaining an order protecting such information from public disclosure, (d) to any
other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f)
subject to an agreement containing provisions no less restrictive than those of this Section 9.08,
to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of
its rights or obligations under this Agreement, (ii) any actual or prospective party (or its
managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and
other representatives) to any swap, derivative or other transaction under which payments are to be
made by reference to the Company and its obligations, this Agreement or payments hereunder, (iii)
any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) to the extent
such Company Information (A) is or becomes generally available to the public on a non-confidential
basis other than as a result of a breach of this Section 9.08 by the Agent or such Lender, or (B)
is or becomes available to the Agent or such Lender on a nonconfidential basis from a source other
than the Company and not, to the knowledge of the Agent or such Lender, in breach of such third
party’s obligations of confidentiality and (h) with the consent of the Company.



          For purposes of this Section, “Company Information” means all confidential,
proprietary or non-public information received from the Company or any of its Subsidiaries relating
to the Company or any of its Subsidiaries or any of their respective businesses, other than any
such information that is available to the Agent, any Lender or any Issuing Bank on a
nonconfidential basis prior to disclosure by the Company or any of its Subsidiaries. Any Person
required to maintain the confidentiality of Company 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 Company Information as such Person would accord to its
own confidential information.



          SECTION 9.09. Designated Subsidiaries. (a) Designation. The Company may at
any time, and from time to time, upon not less than 15 Business Days’ notice, notify the Agent that
the Company intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this
Agreement. On or after the date that is 15 Business Days after such notice, upon delivery to the
Agent and each Lender of a Designation Letter duly executed by the Company and the respective
Subsidiary and substantially in the form of Exhibit D hereto, such Subsidiary shall thereupon
become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the
rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of the
Company’s notice of such pending designation by the Company and the identity of the respective
Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a), if the
designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know
your customer” or similar identification procedures in circumstances



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where the necessary information is not already available to it, the Company shall, promptly upon the request of the
Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the
Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has
complied with the results of all necessary “know your customer” or other similar checks under all
applicable laws and regulations.




          If the Company shall designate as a Designated Subsidiary hereunder any Subsidiary not
organized under the laws of the United States or any State thereof, any Lender may, with notice to
the Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as
the Lender in respect of such Designated Subsidiary (and such Lender shall, to the extent of
Advances made to and participations in Letters of Credit issued for the account of such Designated
Subsidiary, be deemed for all purposes hereof to have pro tanto assigned such Advances and
participations to such Affiliate in compliance with the provisions of Section 9.07).



          As soon as practicable after receiving notice from the Company or the Agent of the Company’s
intent to designate a Subsidiary as a Designated Borrower, and in any event no later than five
Business Days after the delivery of such notice, for a Designated Subsidiary that is organized
under the laws of a jurisdiction other than of the United States or a political subdivision
thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any
business whatsoever with such Designated Subsidiary directly or through an Affiliate of such Lender
as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify
the Company and the Agent in writing. With respect to each Protesting Lender, the Company shall,
effective on or before the date that such Designated Subsidiary shall have the right to borrow
hereunder, either (A) notify the Agent and such Protesting Lender that the Commitments of such
Protesting Lender shall be terminated; provided that such Protesting Lender shall have
received payment of an amount equal to the outstanding principal of its Revolving Credit Advances
and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Company or the relevant Designated Subsidiary (in
the case of all other amounts) or (B) cancel its request to designate such Subsidiary as a
“Designated Subsidiary” hereunder.



          (b) Termination. Upon the indefeasible payment and performance in full of all of the
indebtedness, liabilities and obligations under this Agreement of any Designated Subsidiary then,
so long as at the time no Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing or
Notice of Issuance in respect of such Designated Subsidiary is outstanding, such Subsidiary’s
status as a “Designated Subsidiary” shall terminate upon notice to such effect from the Agent to
the Lenders (which notice the Agent shall give promptly, and only upon its receipt of a request
therefor from the Company). Thereafter, the Lenders shall be under no further obligation to make
any Advance hereunder to such Designated Subsidiary.



          SECTION 9.10. Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.



          SECTION 9.11. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.



          SECTION 9.12. Judgment. (a) If for the purposes of obtaining judgment in any court
it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the
Business Day preceding that on which final judgment is given.



          (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in a Committed Currency into Dollars, the parties agree to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures the Agent could purchase such Committed Currency with Dollars at
Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding
that on which final judgment is given.



          (c) The obligation of any Borrower in respect of any sum due from it in any currency (the
“Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any
judgment in any other



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currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such
other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking
procedures purchase the applicable Primary Currency with such other currency; if the amount of the
applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, each Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be)
against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such
Lender or the Agent (as the case may be) agrees to remit to such Borrower such excess.



          SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New
York State court or federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in any such New York State court or, to the extent
permitted by law, in such federal court. Each Designated Subsidiary hereby agrees that service of
process in any such action or proceeding brought in any such New York State court or in such
federal court may be made upon the Company and each Designated Subsidiary hereby irrevocably
appoints the Company its authorized agent to accept such service of process, and agrees that the
failure of the Company to give any notice of any such service shall not impair or affect the
validity of such service or of any judgment rendered in any action or proceeding based thereon.
The Company and each Designated Subsidiary hereby further irrevocably consent to the service of
process in any action or proceeding in such courts by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to the Company at its address specified pursuant to
Section 9.02. 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 shall affect any right that any
party may otherwise have to bring any action or proceeding relating to the enforcement of any
judgment relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent
that each Designated Subsidiary has or hereafter may acquire any immunity from jurisdiction of any
court or from any legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself or its property,
each Designated Subsidiary hereby irrevocably waives such immunity in respect of its obligations
under this Agreement.



          (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or the
Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



          SECTION 9.14. Substitution of Currency. If a change in any Committed Currency occurs
pursuant to any applicable law, rule or regulation of any governmental, monetary or multi-national
authority, this Agreement (including, without limitation, the definition of Eurocurrency Rate) will
be deemed amended to the extent determined by the Agent (acting reasonably and in consultation with
the
Company) to be necessary to reflect the change in currency and to put the Lenders and the
Borrowers in the same position, so far as possible, that they would have been in if no change in
such Committed Currency had occurred.



          SECTION 9.15. No Liability of the Issuing Banks. The Borrowers assume all risks of
the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its
use of such Letter of Credit. Neither an Issuing Bank nor any of its officers or directors shall
be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or
omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency
or genuineness of documents, or of any endorsement thereon, even if such documents should prove to
be in any or all respects invalid, insufficient, fraudulent or forged; or (c) any other
circumstances whatsoever in making or failing to make payment under any Letter of Credit, except
that the applicable Borrower shall have a claim against such Issuing Bank, and such Issuing Bank
shall be liable to such Borrower, to the extent of any direct, but not consequential, damages
suffered by such Borrower that such Borrower proves were caused by such Issuing Bank’s willful
misconduct or gross negligence when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. In furtherance and not in limitation of the
foregoing, such Issuing Bank may accept documents that appear on their face to be in order, without
responsibility



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for further investigation, regardless of any notice or information to the contrary;
provided that nothing herein shall be deemed to excuse such Issuing Bank if it acts with
gross negligence or willful misconduct in accepting such documents.




          SECTION 9.16. Patriot Act Notice. Each Lender and the Agent (for itself and not on
behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that identifies each Borrower,
which information includes the name and address of each Borrower and other information that will
allow such Lender or the Agent, as applicable, to identify each Borrower in accordance with the
Patriot Act. Each Borrower shall provide such information and take such actions as are reasonably
requested by the Agent or any Lenders in order to assist the Agent and the Lenders in maintaining
compliance with the Patriot Act.



          SECTION 9.17. Power of Attorney. Each Designated Subsidiary of the Company,
pursuant to the terms of its Designation Agreement has authorized and appointed the Company as its
attorney-in-fact to execute and deliver (a) any amendment, waiver or consent in accordance with
Section 9.01 on behalf of and in the name of such Subsidiary and (b) any notice or other
communication hereunder, on behalf of and in the name of such Subsidiary.



          SECTION 9.18. Replacement of Lenders. If (a) any Lender requests compensation under
Section 2.11 or 2.14, (b) any Borrower is required to pay any additional amount to any Lender or
any governmental authority for the account of any Lender pursuant to Section 2.14, (c) any Lender
asserts illegality pursuant to Section 2.12, (d) any Lender is a Defaulting Lender or (e) any
Lender has not agreed to any amendment, waiver or consent for which (x) the consent of all of the
Lenders is required and (y) Lenders owed or holding at least 85% of the sum of all outstanding
Revolving Credit Advances plus the aggregate Unused Revolving Credit Commitments have agreed to
such amendment, waiver or consent, then the Company may, at its sole expense and effort, upon
notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by, Section
9.07), all of its interests, rights and obligations under this Agreement to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that (i) each such assignment shall be arranged by the Company after
consultation with the Agent and shall be either an assignment of all of the rights and obligations
of the assigning Lender under this Agreement or an assignment of a portion of such rights and
obligations made concurrently with another such assignment or other such assignments that together
cover all of the rights and obligations of the assigning Lender under this Agreement, (ii) no
Lender shall be obligated to make any such assignment unless and until such Lender shall have
received one or more payments from either the Borrowers or one or more Eligible Assignees in an
aggregate amount equal to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of payment of such principal amount and
all other amounts payable to such Lender under this Agreement and (iii) no Default shall have
occurred and be continuing. A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation cease to apply.



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          SECTION 9.19. Waiver of Jury Trial. Each of the Company, the other Borrowers,
the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to this Agreement or the Notes or the actions of the Agent or any Lender in the
negotiation, administration, performance or enforcement thereof.



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



	 	 	 	 	 
	 	JABIL CIRCUIT, INC.

 	 
	 	By:  	/s/ Sergio A. Cadavid
 	 
	 	 	Name:  	Sergio A. Cadavid 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CITIBANK, N.A., as Agent

 	 
	 	By:  	/s/ Susan Olsen
 	 
	 	 	Name:  	Susan Olsen 	 
	 	 	Title:  	Vice President 	 
	 



Initial Lenders



	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Susan Olsen
 	 
	 	 	Name:  	Susan Olsen 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ John A. Horst
 	 
	 	 	Name:  	John A. Horst 	 
	 	 	Title:  	Credit Executive 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Matthew Pennachio
 	 
	 	 	Name:  	Matthew Pennachio 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Kevin McMahon
 	 
	 	 	Name:  	Kevin McMahon 	 
	 	 	Title:  	Senior Vice President 	 
	 



Jabil Credit Agreement




56









 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Teresa Wu
 	 
	 	 	Name:  	Teresa Wu 	 
	 	 	Title:  	Director 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Mathew Harvey
 	 
	 	 	Name:  	Mathew Harvey 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Yudesh Sohan
 	 
	 	 	Name:  	Yudesh Sohan 	 
	 	 	Title:  	Vice President 	 
	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Lawrence Li
 	 
	 	 	Name:  	Lawrence Li 	 
	 	 	Title:  	Vice President 	 
	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/ Bertram H. Tang
 	 
	 	 	Name:  	Bertram H. Tang 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ Yasuhiko Imai
 	 
	 	 	Name:  	Yasuhiko Imai 	 
	 	 	Title:  	Group Head 	 
	 
	 	AUSTRALIA AND NEW ZEALAND BANKING 
GROUP
LIMITED

 	 
	 	By:  	/s/ Robert Grillo
 	 
	 	 	Name:  	Robert Grillo 	 
	 	 	Title:  	Director 	 
	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ Jeffrey A. Neikirk
 	 
	 	 	Name:  	Jeffrey A. Neikirk 	 
	 	 	Title:  	Managing Director 	 
	 



Jabil Credit Agreement




57









 








	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Gerald R. Finney Jr.
 	 
	 	 	Name:  	Gerald R. Finney Jr. 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF CHINA, NEW YORK BRANCH

 	 
	 	By:  	/s/ Richard Bradspies
 	 
	 	 	Name:  	Richard Bradspies 	 
	 	 	Title:  	Deputy General Manager 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Kenneth R. Fieler
 	 
	 	 	Name:  	Kenneth R. Fieler 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Jabil Credit Agreement




58









 








SCHEDULE I

JABIL CIRCUIT, INC.

AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

APPLICABLE LENDING OFFICES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	Swing Line	 	 	Letter of Credit	 	 	 	 	 
	Name of Initial Lender	 	Commitment	 	 	Commitment	 	 	Commitment	 	 	Domestic Lending Office	 	Eurocurrency Lending Office
	Australia And New Zealand Banking
	 	$	40,000,000	 	 	 	 	 	 	 	 	 	 	277 Park Avenue, 31st Floor	 	277 Park Avenue, 31st Floor
	 Group
Limited
	 	 	 	 	 	 	 	 	 	 	 	 	 	New York, NY 10172	 	New York, NY 10172
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Tessie Amante	 	Attn: Tessie Amante
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 212-801-9744	 	T: 212-801-9744
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 212-536-9265	 	F: 212-536-9265
	Bank of America, N.A.
	 	$	120,000,000	 	 	$	25,000,000	 	 	$	18,750,000	 	 	2001 Clayton Rd.	 	2001 Clayton Rd.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Building B	 	Building B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Concord, CA 94519	 	Concord, CA 94519
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Sue Pfohl	 	Attn: Sue Pfohl
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 925-675-8783	 	T: 925-675-8783
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 888-969-9267	 	F: 888-969-9267
	Bank of China, New York Branch
	 	$	25,000,000	 	 	 	 	 	 	 	 	 	 	410 Madison Avenue	 	410 Madison Avenue
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	New York, NY 10017	 	New York, NY 10017
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Wenzhen Zhang	 	Attn: Wenzhen Zhang
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 212-935-3101 ext. 359	 	T: 212-935-3101 ext. 359
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 212-371-4185	 	F: 212-371-4185
	The Bank of Nova Scotia
	 	$	70,000,000	 	 	 	 	 	 	 	 	 	 	711 Louisiana Street	 	711 Louisiana Street
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Suite 1400	 	Suite 1400
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Houston, TX 77002	 	Houston, TX 77002
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Nazmul Arefin	 	Attn: Nazmul Arefin
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 212-225-5705	 	T: 212-225-5705
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 212-225-5709	 	F: 212-225-5709
	BNP Paribas
	 	$	70,000,000	 	 	 	 	 	 	 	 	 	 	One Front Street, 23rd Flr.	 	One Front Street, 23rd Flr.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	San Francisco, CA 94111	 	San Francisco, CA 94111
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Dina Wilson /	 	Attn: Dina Wilson /
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Elisabeth de la Chevrotiere	 	Elisabeth de la Chevrotiere
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 201-850-6807 /	 	T: 201-850-6807 /
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 514-285-6100 ext. 5526	 	T: 514-285-6100 ext. 5526
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 201-850-4059	 	F: 201-850-4059







1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	Swing Line	 	 	Letter of Credit	 	 	 	 	 
	Name of Initial Lender	 	Commitment	 	 	Commitment	 	 	Commitment	 	 	Domestic Lending Office	 	Eurocurrency Lending Office
	Citibank, N.A.
	 	$	120,000,000	 	 	$	25,000,000	 	 	$	18,750,000	 	 	1615 Brett Road, Building #3	 	1615 Brett Road, Building #3
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	New Castle, DE 19720	 	New Castle, DE 19720
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Bank Loan Syndications	 	Attn: Bank Loan Syndications
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 302-894-6197	 	T: 302-894-6197
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 212-994-0961	 	F: 212-994-0961
	Comerica Bank
	 	$	40,000,000	 	 	 	 	 	 	 	 	 	 	1717 Main Street, 4th Floor	 	1717 Main Street, 4th Floor
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Dallas, TX 75201	 	Dallas, TX 75201
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Emily Purvis	 	Attn: Emily Purvis
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 214-462-4358	 	T: 214-462-4358
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 214-462-4240	 	F: 214-462-4240
	Compass Bank
	 	$	40,000,000	 	 	 	 	 	 	 	 	 	 	24 Greenway Plaza #1403	 	24 Greenway Plaza #1403
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Houston, TX 77046	 	Houston, TX 77046
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Keri Seadler	 	Attn: Keri Seadler
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 713-968-8234	 	T: 713-968-8234
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 205-524-0385	 	F: 205-524-0385
	HSBC Bank USA, National
	 	$	70,000,000	 	 	 	 	 	 	 	 	 	 	452 Fifth Avenue	 	452 Fifth Avenue
	 Association
	 	 	 	 	 	 	 	 	 	 	 	 	 	New York, NY 10018	 	New York, NY 10018
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Santosh Pimpdae	 	Attn: Santosh Pimpdae
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 716-841-1673	 	T: 716-841-1673
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 917-229-0975	 	F: 917-229-0975
	JPMorgan Chase Bank, N.A.
	 	$	120,000,000	 	 	$	25,000,000	 	 	$	18,750,000	 	 	10 South Dearborn, 7th Floor	 	10 South Dearborn, 7th Floor
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Chicago, IL 60603	 	Chicago, IL 60603
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Non-Agented Servicing Team	 	Attn: Non-Agented Servicing Team
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 312-385-7072	 	T: 312-385-7072
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 312-256-2608	 	F: 312-256-2608
	Mizuho Corporate Bank, Ltd.
	 	$	70,000,000	 	 	 	 	 	 	 	 	 	 	1251 Avenue of the Americas	 	1251 Avenue of the Americas
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	New York, NY 10020	 	New York, NY 10020
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Mark Heberer	 	Attn: Mark Heberer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 201-626-9105	 	T: 201-626-9105
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 201-626-9941	 	F: 201-626-9941
	The Royal Bank of Scotland plc
	 	$	120,000,000	 	 	$	25,000,000	 	 	$	18,750,000	 	 	600 Washington Boulevard	 	600 Washington Boulevard
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Stamford, CT 06901	 	Stamford, CT 06901
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Nagarajan Seshadri	 	Attn: Nagarajan Seshadri
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 203-897-4431	 	T: 203-897-4431
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 203-873-5019	 	F: 203-873-5019







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	Swing Line	 	 	Letter of Credit	 	 	 	 	 
	Name of Initial Lender	 	Commitment	 	 	Commitment	 	 	Commitment	 	 	Domestic Lending Office	 	Eurocurrency Lending Office
	Sumitomo Mitsui Banking Corporation,
	 	$	70,000,000	 	 	 	 	 	 	 	 	 	 	277 Park Avenue	 	277 Park Avenue
	 New York
	 	 	 	 	 	 	 	 	 	 	 	 	 	New York, NY 10172	 	New York, NY 10172
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Robert Gruss	 	Attn: Robert Gruss
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 212-224-4390	 	T: 212-224-4390
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 212-224-5197	 	F: 212-224-5197
	U.S. Bank National Association
	 	$	25,000,000	 	 	 	 	 	 	 	 	 	 	800 Nicollet Mall	 	800 Nicollet Mall
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Minneapolis, MN 55402	 	Minneapolis, MN 55402
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attn: Barbara Campbell	 	Attn: Barbara Campbell
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	T: 920-237-7951	 	T: 920-237-7951
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	F: 920-237-7993	 	F: 920-237-7993
	Total:
	 	$	1,000,000,000	 	 	$	100,000,000	 	 	$	75,000,000	 	 	 	 	 








 











 





Schedule 2.01(b)




Existing Letters of Credit




None









 









 








SCHEDULE 3.01(b)




JABIL CIRCUIT, INC.




AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT




DISCLOSED LITIGATION




LITIGATION



The Borrower and its Subsidiaries are parties to various lawsuits and other actions or proceedings
in the ordinary course of business. The Borrower does not believe that an adverse outcome of any
action, suit, investigation, litigation, or proceeding affecting the Borrower or any of its
Subsidiaries, pending or overtly threatened in writing, will have a Material Adverse Effect.








 









 








SCHEDULE 5.02(a)




JABIL CIRCUIT, INC.




AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT




EXISTING LIENS




EXISTING LIENS



Liens on equipment in favor of lessors under synthetic leases for aircraft.



Liens to secure a bank guarantee of promissory notes in Ukraine given to Customs of $19,335,000.



Utility deposits for world wide operations less than $1,000,000.







 









 









SCHEDULE 5.02(d)




JABIL CIRCUIT, INC.




AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT




EXISTING DEBT




EXISTING INDEBTEDNESS




	 	 	 	 	 

	As of August 31, 2010
	 	 	 	 
	 
	Subsidiary Notes Payable, long-term debt and long-term lease
obligations:
	 	 	 	 
	 
	(in thousands)
	 	 	 	 
	Dutch Overdraft Facility
	 	$	3,067	 
	JGS Incline Capital Lease
	 	$	8	 
	Promissory Notes in favor of Ukraine Customs
	 	$	19,335	 
	Singapore Loan
	 	$	70,000	 
	Vienna Loan
	 	$	2,380	 
	Vietnam Loan
	 	$	3,750	 
	Sub Total
	 	$	98,540	 
	 
	 	 	 	 
	Contingent obligations
	 	$	44,456	 
	 
	 	 	 	 
	Total Subsidiary Indebtedness
	 	$	142,996	 






 









 






EXHIBIT A — FORM OF




NOTE




	 	 	 

	U.S.$_______________

	 	Dated: _______________, 20__






     FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a __________ corporation (the
“Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the
“Lender”) for the account of its Applicable Lending Office on the Termination Date (each as
defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the
Lender’s Revolving Credit Commitment in figures] or, if less, the aggregate principal amount of the
Revolving Credit Advances made by the Lender to the Borrower pursuant to the Amended and Restated
Five Year Credit Agreement dated as of December 7, 2010 among the Borrower, [Jabil Circuit, Inc.,]
the Lender and certain other lenders parties thereto, and Citibank, N.A. as Agent for the Lender
and such other lenders (as amended or modified from time to time, the “Credit Agreement”;
the terms defined therein being used herein as therein defined) outstanding on the Termination
Date.



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



     Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are
payable in lawful money of the United States of America to the Agent at its account maintained at
388 Greenwich Street, New York, New York 10013, in same day funds and (ii) in any Committed
Currency are payable in such currency at the applicable Payment Office in same day funds. Each
Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and
all payments made on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.



     This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of,
the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of
Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of
the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory
Note, (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit Advances
denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on account of principal
hereof prior to the maturity hereof upon the terms and conditions therein specified.



	 	 	 	 	 
	 	[NAME OF BORROWER]

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 



 









 






	 	 	 	 	 



ADVANCES AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 	 
	 	 	Amount of	 	Principal Paid	 	Unpaid Principal	 	Notation
	Date	 	Advance	 	or Prepaid	 	Balance	 	Made By
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 





 








 





EXHIBIT B — FORM OF NOTICE OF

REVOLVING CREDIT BORROWING



Citibank, N.A., as Agent



for the Lenders parties

to the Credit Agreement

referred to below

1615 Brett Road, Building #3

New Castle, Delaware 19720




[Date]




          Attention: Bank Loan Syndications Department



Ladies and Gentlemen:




          The undersigned, [NAME OF BORROWER], refers to the Amended and Restated Five Year Credit
Agreement, dated as of December 7, 2010 (as amended or modified from time to time, the “Credit
Agreement”, the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto and Citibank, N.A., as Agent for said Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets
forth below the information relating to such Borrowing (the “Proposed Borrowing”) as
required by Section 2.02(a) of the Credit Agreement:





     (i) The Business Day of the Proposed Borrowing is _______________, 20_.




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




     (iii) The aggregate amount of the Proposed Borrowing is $_______________][for a
Revolving Credit Borrowing in a Committed Currency, list currency and amount of Revolving
Credit Borrowing].




     [(iv) The initial Interest Period for each Eurocurrency Rate Advance made as part of
the Proposed Borrowing is _____ month[s].]



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





     (A) the representations and warranties contained in Section 4.01 of the Credit
Agreement (except the representations set forth in the last sentence of subsection (e)
thereof and in Section (f)(i) thereof) and, in the case of any Revolving Credit Borrowing
made to a Designated Subsidiary, in the Designation Agreement for such Designated
Subsidiary, are correct, before and after giving effect to the Proposed Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date; and



 









 






     (B) no event has occurred and is continuing, or would result from such Proposed
Borrowing or from the application of the proceeds therefrom, that constitutes a Default.



	 	 	 	 	 
	 	Very truly yours,





[NAME OF BORROWER]

 	 
	 	By  	 	 
	 	 	Title: 	 



2









 






	 	 	 	 	 



EXHIBIT C — FORM OF

ASSIGNMENT AND ACCEPTANCE




          Reference is made to the Amended and Restated Five Year Credit Agreement dated as of December
7, 2010 (as amended or modified from time to time, the “Credit Agreement”) among Jabil
Circuit, Inc., a Delaware corporation (the “Company”), the Lenders (as defined in the
Credit Agreement) and Citibank, N.A., as agent for the Lenders (the “Agent”). Terms
defined in the Credit Agreement are used herein with the same meaning.




          The “Assignor” and the “Assignee” referred to on Schedule I hereto agree as follows:




          1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under
the [Credit Agreement as of the date hereof] [the Letter of Credit Facility under the Credit
Agreement] equal to the percentage interest specified on Schedule 1 hereto of [all outstanding
rights and obligations under the Credit Agreement together with Swing Line Advances and
participations in Letters of Credit held by the Assignor on the date hereof] [such Assignor’s Swing
Line Commitment]. After giving effect to such sale and assignment, the Assignee’s [Revolving
Credit Commitment and the amount of the Advances owing to the Assignee] [Swing Line Commitment]
will be as set forth on Schedule 1 hereto.




          2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim known to it or created by it; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, the Credit Agreement or
any other instrument or document furnished pursuant thereto; (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition of the Company or
any other Borrower or the performance or observance by the Company or any other Borrower of any of
its obligations under the Credit Agreement or any other instrument or document furnished pursuant
thereto; and (iv) attaches the Note, if any, held by the Assignor [and requests that the Agent
exchange such Note for a new Note payable to the order of [the Assignee in an amount equal to the
Revolving Credit Commitment assumed by the Assignee pursuant hereto or new Notes payable to the
order of the Assignee in an amount equal to the Revolving Credit Commitment assumed by the Assignee
pursuant hereto and] the Assignor in an amount equal to the Revolving Credit Commitment retained by
the Assignor, if any, under the Credit Agreement[, respectively,] as specified on Schedule 1
hereto].




          3. The Assignee (i) confirms that, to the extent it has so requested, it has received a copy
of the Credit Agreement, together with copies of the financial statements referred to in Section
4.01 thereof and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it
will, independently and without reliance upon the Agent, the Assignor or any other Lender and based
on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that
it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated
to the Agent by the terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (v) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be performed by it as a
Lender; and (vi) attaches any U.S. Internal Revenue Service forms required under Section 2.14 of
the Credit Agreement.




          4. Following the execution of this Assignment and Acceptance, it will be delivered to the
Agent for acceptance and recording by the Agent. The effective date for this Assignment and
Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Agent,
unless otherwise specified on Schedule 1 hereto.







 









 








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




          6. Upon such acceptance and recording by the Agent, from and after the Effective Date, the
Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal, interest and facility
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective
Date directly between themselves.




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




          8. This Assignment and Acceptance may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier
shall be effective as delivery of a manually executed counterpart of this Assignment and
Acceptance.




          IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this
Assignment and Acceptance to be executed by their duly authorized representatives as of the date
specified thereon.





2











 





Schedule 1

to

Assignment and Acceptance




	 	 	 	 	 	 	 	 	 

	Revolving Credit Facility
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Percentage interest assigned:
	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Assignee’s Revolving Credit Commitment:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Aggregate outstanding principal amount of Revolving Credit Advances assigned:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Principal amount of Note payable to Assignee:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Principal amount of Note payable to Assignor:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Swing Line Facility
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Percentage interest assigned:
	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Assignee’s Swing Line Commitment:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Letter of Credit Facility
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Percentage interest assigned:
	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Assignee’s Letter of Credit Commitment:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Effective Date*:                     , 20 __
	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 	[NAME OF ASSIGNOR], as Assignor

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	Dated:                     , 20 __ 	 
	 	 	 
	 	[NAME OF ASSIGNEE], as Assignee

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	Dated:                     , 20 __

 	 





 




			
	*	 	This date should be no earlier than five
Business Days after the delivery of this Assignment and Acceptance to the
Agent.




3









 










	 	 	 

	 

	 	Domestic Lending Office:
	 

	 	[Address]
	 
	 	 
	 

	 	        Eurocurrency Lending Office:
	 

	 	[Address]






4









 






	 	 	 	 	 
	Accepted [and Approved]** this

__________ day of _______________, 20__



CITIBANK, N.A., as Agent

 	 
	By  	 	 
	 	Title: 	 
	 	 	 	 
	 
	[Approved this __________ day

of _______________, 20__



JABIL CIRCUIT, INC.

 	 
	By  	
 	]*
	 	Title: 	 
	 	 	 	 
	 
	[Approved this __________ day

of _______________, 20__



[ISSUING BANK].

 	 
	By  	
 	]*
	 	Title: 	 
	 	 	 	 
	 
	[Approved this __________ day

of _______________, 20__



[SWING LINE BANK].

 	 
	By  	
 	]*
	 	Title: 	 
	 	 	 	 
	 





 




			
	**	 	Required if the Assignee is an Eligible
Assignee solely by reason of clause (iii) or (iv) of the definition of
“Eligible Assignee”.
	 
	*	 	Required if the Assignee is an Eligible
Assignee solely by reason of clause (iii) or (iv) of the definition of
“Eligible Assignee”.
	 
	*	 	Required if the Assignee is an Eligible
Assignee solely by reason of clause (iii) or (iv) of the definition of
“Eligible Assignee”.
	 
	*	 	Required if the Assignee is an Eligible
Assignee solely by reason of clause (iii) or (iv) of the definition of
“Eligible Assignee”.




5
















 





EXHIBIT D — FORM OF

OPINION OF COUNSEL

FOR THE BORROWER




 









 





EXHIBIT E — FORM OF

DESIGNATION AGREEMENT




[DATE]




To each of the Lenders

parties to the Credit Agreement

(as defined below) and to Citibank, N.A.,

as Agent for such Lenders




Ladies and Gentlemen:




          Reference is made to the Amended and Restated Five Year Credit Agreement dated as of December
7, 2010 (as amended or modified from time to time, the “Credit Agreement”) among Jabil
Circuit, Inc., a Delaware corporation (the “Company”), the Lenders (as defined in the
Credit Agreement) and Citibank, N.A., as agent for the Lenders (the “Agent”). Terms
defined in the Credit Agreement are used herein with the same meaning.



          Please be advised that the Company hereby designates its undersigned Subsidiary, ____________
(“Designated Subsidiary”), as a “Designated Subsidiary” under and for all purposes of the
Credit Agreement.



          The Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it
under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each of
the obligations imposed upon a “Designated Subsidiary” and a “Borrower” under the Credit Agreement
and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the
foregoing, the Designated Subsidiary hereby represents and warrants to each Lender as follows:




     (a) The Designated Subsidiary is a corporation duly organized, validly existing and in
good standing under the laws of _________.




     (b) The execution, delivery and performance by the Designated Subsidiary of this
Designation Agreement, the Credit Agreement and the Notes to be delivered by it are within
the Designated Subsidiary’s corporate or other powers, have been duly authorized by all
necessary corporate or other action and do not contravene (i) the Designated Subsidiary’s
charter or by-laws or (ii) law or any contractual restriction binding on or affecting the
Designated Subsidiary. The Designation Agreement and the Notes delivered by it have been
duly executed and delivered on behalf of the Designated Subsidiary.




     (c) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any third party is required for the due
execution, delivery and performance by the Designated Subsidiary of this Designation
Agreement, the Credit Agreement or the Notes to be delivered by it.




     (d) This Designation Agreement is, and the Notes to be delivered by the Designated
Subsidiary when delivered will be, legal, valid and binding obligations of the Designated
Subsidiary enforceable against the Designated Subsidiary in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by proceedings
in equity or law).




     (e) There is no pending or threatened action, suit, investigation or proceeding,
including, without limitation, any Environmental Action, affecting the Designated Subsidiary
or any of its Subsidiaries before any court, governmental agency or arbitrator that purports
to affect the legality, validity



 









 






or enforceability of this Designation Agreement, the Credit Agreement or any Note of
the Designated Subsidiary.



          The Designated Subsidiary hereby authorizes and appoints the Company as its attorney-in-fact
to execute and deliver (a) any amendment, waiver or consent in accordance with Section 9.01 of the
Credit Agreement on behalf of and in the name of such Subsidiary and (b) any notice or other
communication hereunder, on behalf of and in the name of such Subsidiary. If requested by the
Agent, the Designated Subsidiary shall deliver to the Agent a power of attorney enforceable under
applicable law and any additional information to the Agent as necessary to make such power of
attorney the legal, valid and binding obligation of such Subsidiary




          The Designated Subsidiary hereby agrees that service of process in any action or proceeding
brought in any New York State court or in federal court may be made upon the Company at its
offices at ___________, Attention: __________ (the “Process Agent”) and the Designated
Subsidiary hereby irrevocably appoints the Process Agent to give any notice of any such service of
process, and agrees that the failure of the Process Agent to give any notice of any such service
shall not impair or affect the validity of such service or of any judgment rendered in any action
or proceeding based thereon.




          The Company hereby accepts such appointment as Process Agent and agrees with you that (i) the
Company will maintain an office in Florida through the Termination Date and will give the Agent
prompt notice of any change of address of the Company, (ii) the Company will perform its duties as
Process Agent to receive on behalf of the Designated Subsidiary and its property service of copies
of the summons and complaint and any other process which may be served in any action or proceeding
in any New York State or federal court sitting in New York City arising out of or relating to the
Credit Agreement and (iii) the Company will forward forthwith to the Designated Subsidiary at its
address at ___________________ or, if different, its then current address, copies of any summons,
complaint and other process which the Company received in connection with its appointment as
Process Agent.




          This Designation Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.




	 	 	 	 	 
	 	Very truly yours,



JABIL CIRCUIT, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[THE DESIGNATED SUBSIDIARY]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



EXECUTION COPY




AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT




Dated as of December 7, 2010



Among



JABIL CIRCUIT, INC.




as Borrower



and



THE INITIAL LENDERS NAMED HEREIN




as Initial Lenders



and



CITIBANK, N.A.




as Administrative Agent



and



JPMORGAN CHASE BANK, N.A.




as Syndication Agent



and



THE ROYAL BANK OF SCOTLAND PLC,

and

BANK OF AMERICA, N.A.,

as Documentation Agents




 




CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and

RBS SECURITIES INC.



as
Joint Lead Arrangers and Joint
Bookrunners




 











 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Certain Defined Terms
	 	 	1	 
	SECTION 1.02. Computation of Time Periods
	 	 	12	 
	SECTION 1.03. Accounting Terms
	 	 	12	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. The Advances and Letters of Credit
	 	 	13	 
	SECTION 2.02. Making the Advances
	 	 	13	 
	SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit
	 	 	15	 
	SECTION 2.04. Fees
	 	 	17	 
	SECTION 2.05. Termination or Reduction of the Commitments
	 	 	17	 
	SECTION 2.06. Repayment of Advances and Letter of Credit Drawings
	 	 	18	 
	SECTION 2.07. Interest on Advances
	 	 	19	 
	SECTION 2.08. Interest Rate Determination
	 	 	19	 
	SECTION 2.09. Optional Conversion of Advances
	 	 	20	 
	SECTION 2.10. Prepayments of Advances
	 	 	21	 
	SECTION 2.11. Increased Costs
	 	 	21	 
	SECTION 2.12. Illegality
	 	 	22	 
	SECTION 2.13. Payments and Computations
	 	 	22	 
	SECTION 2.14. Taxes
	 	 	23	 
	SECTION 2.15. Sharing of Payments, Etc.
	 	 	25	 
	SECTION 2.16. Evidence of Debt
	 	 	26	 
	SECTION 2.17. Use of Proceeds
	 	 	26	 
	SECTION 2.18. Increase in the Aggregate Revolving Credit Commitments
	 	 	26	 






 









 






	 	 	 	 	 

	SECTION 2.19. Defaulting Lenders
	 	 	27	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01
	 	 	29	 
	SECTION 3.02. Initial Advance to Each Designated Subsidiary
	 	 	30	 
	SECTION 3.03. Conditions Precedent to Each Borrowing, Issuance and Commitment
Increase
	 	 	31	 
	SECTION 3.04. Determinations Under Section 3.01
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Representations and Warranties of the Company
	 	 	32	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Affirmative Covenants
	 	 	33	 
	SECTION 5.02. Negative Covenants
	 	 	35	 
	SECTION 5.03. Financial Covenants
	 	 	38	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Events of Default
	 	 	39	 
	SECTION 6.02. Actions in Respect of the Letters of Credit upon Default
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Unconditional Guaranty
	 	 	41	 
	SECTION 7.02. Guaranty Absolute
	 	 	41	 
	SECTION 7.03. Waivers and Acknowledgments
	 	 	42	 
	SECTION 7.04. Subrogation
	 	 	42	 
	SECTION 7.05. Continuing Guaranty; Assignments
	 	 	43	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Authorization and Authority
	 	 	43	 
	SECTION 8.02. Agent Individually
	 	 	43	 






ii









 






	 	 	 	 	 

	SECTION 8.03. Duties of Agent; Exculpatory Provisions
	 	 	44	 
	SECTION 8.04. Reliance by Agent
	 	 	44	 
	SECTION 8.05. Delegation of Duties
	 	 	45	 
	SECTION 8.06. Resignation of Agent
	 	 	45	 
	SECTION 8.07. Non-Reliance on Agent and Other Lenders
	 	 	46	 
	SECTION 8.08. Indemnification
	 	 	46	 
	SECTION 8.09. Other Agents.
	 	 	47	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Amendments, Etc.
	 	 	47	 
	SECTION 9.02. Notices, Etc.
	 	 	48	 
	SECTION 9.03. No Waiver; Remedies
	 	 	48	 
	SECTION 9.04. Costs and Expenses
	 	 	48	 
	SECTION 9.05. Right of Set-off
	 	 	49	 
	SECTION 9.06. Binding Effect
	 	 	50	 
	SECTION 9.07. Assignments and Participations
	 	 	50	 
	SECTION 9.08. Confidentiality
	 	 	52	 
	SECTION 9.09. Designated Subsidiaries
	 	 	52	 
	SECTION 9.10. Governing Law
	 	 	53	 
	SECTION 9.11. Execution in Counterparts
	 	 	53	 
	SECTION 9.12. Judgment
	 	 	53	 
	SECTION 9.13. Jurisdiction, Etc.
	 	 	54	 
	SECTION 9.14. Substitution of Currency
	 	 	54	 
	SECTION 9.15. No Liability of the Issuing Banks
	 	 	54	 
	SECTION 9.16. Patriot Act Notice
	 	 	55	 
	SECTION 9.17. Power of Attorney
	 	 	55	 






iii









 






	 	 	 	 	 

	SECTION 9.18. Replacement of Lenders
	 	 	55	 
	SECTION 9.19. Waiver of Jury Trial
	 	 	56	 
	 
	 	 	 	 
	Schedules
	 	 	 	 
	 
	Schedule I — List of Applicable Lending Offices
	 	 	 	 
	Schedule 2.01(b) — Existing Letters of Credit
	 	 	 	 
	Schedule 3.01(b) — Disclosed Litigation
	 	 	 	 
	Schedule 5.02(a) — Existing Liens
	 	 	 	 
	Schedule 5.02(d) — Existing Debt
	 	 	 	 
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	 
	Exhibit A        —        Form of Note
	 	 	 	 
	Exhibit B        —        Form of Notice of Revolving Credit Borrowing
	 	 	 	 
	Exhibit C        —        Form of Assignment and Acceptance
	 	 	 	 
	Exhibit D        —        Form of Opinion of Counsel for the Borrower
	 	 	 	 
	Exhibit E        —        Form of Designation Agreement
	 	 	 	 







iv