exv10wa






Exhibit 10(a)




$25,000,000




REVOLVING CREDIT AGREEMENT



dated as of April 8, 2010




among



STRATUS TECHNOLOGIES, INC.,



as Borrower



STRATUS TECHNOLOGIES BERMUDA LTD.,



STRATUS TECHNOLOGIES BERMUDA HOLDINGS LTD.,



THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO,



JEFFERIES FINANCE LLC,



as Administrative Agent, Sole Lead Arranger and Sole Bookrunner,



and



JEFFERIES FINANCE LLC,



as Syndication Agent



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	SECTION 1.	 	DEFINITIONS
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.1	 	 	Defined Terms
	 	 	1	 
	 	1.2	 	 	Other Definitional Provisions
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	SECTION 2.	 	AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS
	 	 	20	 
	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Revolving Credit Commitments
	 	 	20	 
	 	2.2	 	 	Commitment Fee
	 	 	20	 
	 	2.3	 	 	Proceeds of Loans
	 	 	21	 
	 	2.4	 	 	Issuance of Letters of Credit
	 	 	21	 
	 	2.5	 	 	Participating Interests
	 	 	22	 
	 	2.6	 	 	Procedure for Opening Letters of Credit
	 	 	22	 
	 	2.7	 	 	Payments in Respect of Letters of Credit
	 	 	22	 
	 	2.8	 	 	Letter of Credit Fees
	 	 	23	 
	 	2.9	 	 	Letter of Credit Reserves
	 	 	23	 
	 	2.10	 	 	Further Assurances
	 	 	24	 
	 	2.11	 	 	Obligations Absolute
	 	 	24	 
	 	2.12	 	 	Assignments
	 	 	25	 
	 	2.13	 	 	Participations
	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	SECTION 3.	 	GENERAL PROVISIONS APPLICABLE TO LOANS
	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	 	3.1	 	 	Procedure for Borrowing
	 	 	25	 
	 	3.2	 	 	Conversion and Continuation Options
	 	 	26	 
	 	3.3	 	 	Changes of Commitment Amounts
	 	 	26	 
	 	3.4	 	 	Optional and Mandatory Prepayments; Repayments of Loans
	 	 	27	 
	 	3.5	 	 	Interest Rates and Payment Dates
	 	 	28	 
	 	3.6	 	 	Computation of Interest and Fees
	 	 	28	 
	 	3.7	 	 	Certain Fees
	 	 	28	 
	 	3.8	 	 	Inability to Determine Interest Rate
	 	 	29	 
	 	3.9	 	 	Pro Rata Treatment and Payments
	 	 	29	 
	 	3.10	 	 	Illegality
	 	 	31	 
	 	3.11	 	 	Requirements of Law; Taxes
	 	 	32	 
	 	3.12	 	 	Indemnity
	 	 	35	 
	 	3.13	 	 	Repayment of Loans; Evidence of Debt
	 	 	36	 
	 	3.14	 	 	Replacement of Lenders
	 	 	36	 
	 	3.15	 	 	Reliance on Representation of the Borrower
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	SECTION 4.	 	REPRESENTATIONS AND WARRANTIES
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	 	4.1	 	 	Financial Condition
	 	 	37	 
	 	4.2	 	 	No Change
	 	 	38	 
	 	4.3	 	 	Existence; Compliance with Law
	 	 	39	 
	 	4.4	 	 	Power; Authorization
	 	 	39	 
	 	4.5	 	 	Enforceable Obligations
	 	 	39	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	4.6	 	 	No Legal Bar
	 	 	40	 
	 	4.7	 	 	No Material Litigation
	 	 	40	 
	 	4.8	 	 	Investment Company Act
	 	 	40	 
	 	4.9	 	 	Use of Proceeds; Federal Regulation
	 	 	40	 
	 	4.10	 	 	No Default
	 	 	40	 
	 	4.11	 	 	Taxes
	 	 	40	 
	 	4.12	 	 	Subsidiaries
	 	 	41	 
	 	4.13	 	 	Ownership of Property; Liens
	 	 	41	 
	 	4.14	 	 	ERISA
	 	 	41	 
	 	4.15	 	 	Collateral Agreements
	 	 	42	 
	 	4.16	 	 	Copyrights, Patents, Permits, Trademarks and Licenses
	 	 	42	 
	 	4.17	 	 	Environmental Matters
	 	 	43	 
	 	4.18	 	 	Accuracy and Completeness of Information
	 	 	43	 
	 	4.19	 	 	Anti-Terrorism Law; Foreign Corrupt Practices Act
	 	 	44	 
	 	 	 	 	 
	 	 	 	 
	SECTION 5.	 	CONDITIONS PRECEDENT
	 	 	44	 
	 	 	 	 	 
	 	 	 	 
	 	5.1	 	 	Conditions to Initial Loans and Letters of Credit
	 	 	44	 
	 	5.2	 	 	Conditions to All Loans and Letters of Credit
	 	 	47	 
	 	5.3	 	 	Post-Closing Actions
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	SECTION 6.	 	AFFIRMATIVE COVENANTS
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	 	6.1	 	 	Financial Statements
	 	 	49	 
	 	6.2	 	 	Certificates; Other Information
	 	 	50	 
	 	6.3	 	 	Payment of Obligations
	 	 	51	 
	 	6.4	 	 	Conduct of Business and Maintenance of Existence; Tax Returns
	 	 	      51	 
	 	6.5	 	 	Maintenance of Property; Insurance
	 	 	51	 
	 	6.6	 	 	Inspection of Property; Books and Records; Discussions
	 	 	52	 
	 	6.7	 	 	Notices
	 	 	52	 
	 	6.8	 	 	Environmental Laws
	 	 	53	 
	 	6.9	 	 	Additional Collateral
	 	 	54	 
	 	6.10	 	 	Holding Company
	 	 	55	 
	 	 	 	 	 
	 	 	 	 
	SECTION 7.	 	NEGATIVE COVENANTS
	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	 	7.1	 	 	Indebtedness
	 	 	56	 
	 	7.2	 	 	Limitation on Liens
	 	 	57	 
	 	7.3	 	 	Limitation on Contingent Obligations
	 	 	59	 
	 	7.4	 	 	Prohibition of Fundamental Changes
	 	 	60	 
	 	7.5	 	 	Prohibition on Sale of Assets
	 	 	60	 
	 	7.6	 	 	Limitation on Investments, Loans and Advances
	 	 	61	 
	 	7.7	 	 	Capital Expenditures
	 	 	63	 
	 	7.8	 	 	Swap Agreements
	 	 	64	 
	 	7.9	 	 	Interest Coverage
	 	 	64	 
	 	7.10	 	 	Limitation on Dividends
	 	 	65	 
	 	7.11	 	 	Transactions with Affiliates
	 	 	66	 
	 	7.12	 	 	Limitation on Changes in Fiscal Year
	 	 	66	 
	 	7.13	 	 	Limitation on Lines of Business
	 	 	66	 
	 	7.14	 	 	Amendments or Waivers to Certain Documents
	 	 	66	 
	 	7.15	 	 	Limitation on Certain Restrictions on Subsidiaries
	 	 	66	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	7.16	 	 	Prepayments of Other Indebtedness
	 	 	68	 
	 	7.17	 	 	Anti-Terrorism Law; Anti-Money Laundering
	 	 	68	 
	 	7.18	 	 	Embargoed Person
	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	SECTION 8.	 	EVENTS OF DEFAULT
	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	SECTION 9.	 	THE ADMINISTRATIVE AGENT; THE SYNDICATION AGENT AND THE ISSUING
LENDER
	 	 	72	 
	 	 	 	 	 
	 	 	 	 
	 	9.1	 	 	Appointment
	 	 	72	 
	 	9.2	 	 	Delegation of Duties
	 	 	72	 
	 	9.3	 	 	Exculpatory Provisions
	 	 	72	 
	 	9.4	 	 	Reliance by the Administrative Agent
	 	 	72	 
	 	9.5	 	 	Notice of Default
	 	 	73	 
	 	9.6	 	 	Non-Reliance on Administrative Agent, Syndication Agent and Other
Lenders
	 	 	73	 
	 	9.7	 	 	Indemnification
	 	 	73	 
	 	9.8	 	 	The Administrative Agent in its Individual Capacity
	 	 	74	 
	 	9.9	 	 	Successor Administrative Agent
	 	 	74	 
	 	9.10	 	 	Agents under Security Documents and Guaranties
	 	 	74	 
	 	9.11	 	 	Right to Realize on Collateral and Enforce Guaranties
	 	 	74	 
	 	9.12	 	 	Issuing Lender as Issuer of Letters of Credit
	 	 	75	 
	 	9.13	 	 	Withholding Taxes
	 	 	75	 
	 	 	 	 	 
	 	 	 	 
	SECTION 10.	 	MISCELLANEOUS
	 	 	75	 
	 	 	 	 	 
	 	 	 	 
	 	10.1	 	 	Amendments and Waivers
	 	 	75	 
	 	10.2	 	 	Notices
	 	 	77	 
	 	10.3	 	 	No Waiver; Cumulative Remedies
	 	 	78	 
	 	10.4	 	 	Survival of Representations and Warranties
	 	 	78	 
	 	10.5	 	 	Payment of Expenses and Taxes
	 	 	79	 
	 	10.6	 	 	Successors and Assigns; Participations and Assignments
	 	 	80	 
	 	10.7	 	 	Adjustments; Set-off
	 	 	83	 
	 	10.8	 	 	Counterparts
	 	 	84	 
	 	10.9	 	 	Governing Law; No Third Party Rights
	 	 	84	 
	 	10.10	 	 	Submission to Jurisdiction; Waivers
	 	 	85	 
	 	10.11	 	 	Releases
	 	 	85	 
	 	10.12	 	 	Interest
	 	 	85	 
	 	10.13	 	 	Permitted Payments and Transactions
	 	 	86	 
	 	10.14	 	 	PATRIOT Act
	 	 	86	 
	 	 	 	 	 
	 	 	 	 
	SECTION 11.	 	BERMUDA HOLDINGS AND STRATUS BERMUDA GUARANTY
	 	 	86	 
	 	 	 	 	 
	 	 	 	 
	 	11.1	 	 	Guaranty
	 	 	86	 
	 	11.2	 	 	Right of Set-off
	 	 	87	 
	 	11.3	 	 	No Subrogation
	 	 	88	 
	 	11.4	 	 	Amendments, etc. with respect to the Guaranteed Obligations; Waiver of Rights
	 	 	88	 
	 	11.5	 	 	Guarantee Absolute and Unconditional
	 	 	88	 
	 	11.6	 	 	Reinstatement
	 	 	89	 
	 	11.7	 	 	Payments
	 	 	90	 






iii









 






	 	 	 

	SCHEDULES
	 	 
	 
	 	 
	Schedule I

	 	List of Addresses for Notices; Lending Offices; Revolving Credit Commitment
Amounts
	Schedule 4.7

	 	Litigation
	Schedule 4.12

	 	Subsidiaries
	Schedule 4.13

	 	Fee and Leased Properties
	Schedule 4.15(b)

	 	UCC Filing Offices
	Schedule 4.16

	 	Trademarks and Copyrights
	Schedule 5.3

	 	Post-Closing Actions
	Schedule 7.1(a)

	 	Existing Indebtedness
	Schedule 7.2(q)

	 	Existing Liens
	Schedule 7.3(d)

	 	Existing Contingent Obligations
	 
	 	 
	EXHIBITS*
	 	 
	 
	 	 
	EXHIBIT A

	 	Form of Note
	EXHIBIT B

	 	Form of Assignment and Assumption
	EXHIBIT C-1

	 	Form of Collateral Agreement
	EXHIBIT C-2

	 	Form of Subsidiary Guaranty
	EXHIBIT C-3

	 	Form of Bermuda Holdings Pledge Agreement
	EXHIBIT C-4

	 	Form of Stratus Bermuda Cyprus Law Pledge Agreement
	EXHIBIT C-5

	 	Form of Stratus Bermuda Irish Law Pledge Agreement
	EXHIBIT C-6

	 	Form of Intercreditor Agreement
	EXHIBIT D

	 	Form of L/C Participation Certificate
	EXHIBIT E

	 	Form of Subsection 3.11(B)(d)(2) Certificate
	EXHIBIT F

	 	Form of Opinion of Gibson, Dunn & Crutcher LLP
	EXHIBIT G-1

	 	Form of Opinion of Cyprus Counsel
	EXHIBIT G-2

	 	Form of Opinion of Ireland Counsel
	EXHIBIT G-3

	 	Form of Opinion of Bermuda Counsel
	EXHIBIT H-1

	 	Form of Borrower Closing Certificate
	EXHIBIT H-2

	 	Form of Credit Parties Closing Certificate
	EXHIBIT H-3

	 	Form of Bermuda Holdings Closing Certificate
	EXHIBIT H-4

	 	Form of Stratus Bermuda Closing Certificate
	EXHIBIT I

	 	Form of Notice of Borrowing
	EXHIBIT J

	 	Form of L/C Application







iv      











 





          REVOLVING CREDIT AGREEMENT, dated as of April 8, 2010, among STRATUS TECHNOLOGIES BERMUDA
HOLDINGS LTD., an exempted limited liability company under the laws of Bermuda (“Bermuda
Holdings”), STRATUS TECHNOLOGIES BERMUDA LTD., an exempted limited liability company under the
laws of Bermuda (“Stratus Bermuda”), STRATUS TECHNOLOGIES, INC., a Delaware corporation
(the “Borrower”), the several lenders from time to time parties hereto (the
“Lenders”), JEFFERIES FINANCE LLC, as syndication agent (in such capacity, the
“Syndication Agent”), JEFFERIES FINANCE LLC, as administrative agent for the Lenders (in
such capacity, the “Administrative Agent”) and JEFFERIES FINANCE LLC, as sole lead arranger
and sole bookrunner (in such capacities, the “Lead Arranger”).





	 	 	W I T N E S S E T H :





          WHEREAS, the Borrower, Stratus Bermuda, the several lenders from time to time party thereto,
and the other agents party thereto, are party to that certain $230,000,000 First Amended and
Restated First Lien Credit Agreement, dated as of August 28, 2006 and as further amended on June 5,
2007 (the “Original First Lien Credit Agreement”). The Original First Lien Credit Agreement
provides for the making of revolving credit loans and term loans (the “Original First Lien Term
and Revolving Facilities”) by the lenders party thereto.




          WHEREAS, the Borrower and Stratus Bermuda propose to issue senior secured notes, due 2015 in
the aggregate amount of $215,000,000 pursuant to the Indenture (as hereinafter defined) (the
“Senior Secured Notes”).




          WHEREAS, the Borrower and Stratus Bermuda intend to use the gross cash proceeds received from
the issuance and sale of the Senior Secured Notes to refinance the Original First Lien Term and
Revolving Facilities, with all commitments relating thereto being terminated, and all liens and
security interests related thereto being terminated or released, in each case on terms reasonably
satisfactory to the Lead Arranger (the “Refinancing”).




          WHEREAS, simultaneously with the consummation of the Transactions (as hereinafter defined),
the Lenders have agreed on the terms and subject to the conditions set forth herein, to extend
credit to the Borrower in the form of Loans and Letters of Credit (each as hereinafter defined)
from time to time;




          WHEREAS, the proceeds of the Loans will be used for working capital and other general
corporate purposes of the Borrower and its Subsidiaries. Letters of Credit will be used for
general corporate purposes by Bermuda Holdings and its subsidiaries, as permitted under this
Agreement.




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



          SECTION 1. DEFINITIONS




          1.1 Defined Terms. As used in this Agreement, the terms
defined in the caption hereto shall have the meanings set forth therein, and
the following terms have the following meanings:





     “Administrative Agent”: as defined in the Preamble hereto.




     “Advisors”: legal counsel (including local, foreign and in-house counsel),
auditors, accountants, consultants, appraisers, engineers or other advisors
(including financial advisors).













 






     “Affiliate”: of any Person (a) any Person (other than a Subsidiary) which, directly
or indirectly, is in control of, is controlled by, or is under common control with such Person, or
(b) any Person who is a director or officer (i) of such Person, (ii) of any Subsidiary of such
Person or (iii) of any Person described in clause (a) above. For purposes of this definition,
control of a Person shall mean the power, direct or indirect, (x) to vote 25% or more of the
securities having ordinary voting power for the election of directors of such Person, whether by
ownership of securities, contract, proxy or otherwise, or (y) to direct or cause the direction of
the management and policies of such Person, whether by ownership of securities, contract, proxy or
otherwise.




     “Agents”: the collective reference to the Syndication Agent and the Administrative
Agent.




     “Agreement”: this Revolving Credit Agreement, as amended, supplemented or modified
from time to time.




     “Alternate Base Rate”: for any day, a rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to the highest of (a) the Prime Rate in effect on such day, (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar Rate
for an Interest Period of one month determined on a daily basis plus 1.00%. For purposes
hereof: “Prime Rate” shall mean the rate of interest quoted in The Wall Street Journal,
Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted
by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The
Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually
charged to any customer. The Administrative Agent or any other Lender may make commercial loans or
other loans at rates of interest at, above or below the Prime Rate. “Federal Funds Effective
Rate” shall mean for any day, the rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged
to the Administrative Agent, in its capacity as a Lender, on such day on such transactions as
determined by the Administrative Agent.




     “Alternate Base Rate Loans”: Loans at such time as they are made and/or being
maintained at a rate of interest based upon the Alternate Base Rate.




     “Anti-Terrorism Laws” as defined in subsection 4.19.




     “Applicable Margin”: 3.75% in the case of any Alternate Base Rate Loan and 4.75% in
the case of any Eurodollar Loan.




     “Approved Fund”: as defined in subsection 10.6(b)(ii).




     “Asset Sale Offer”: as defined in the Indenture as in effect on the
Closing Date.




     “Assignee”: as defined in subsection 10.6(b)(i).




     “Assignment and Assumption”: an assignment and assumption substantially in the form of
Exhibit B.



2









 






     “Available Revolving Credit Commitment”: as to any Lender, at a particular time, an
amount equal to (a) the amount of such Lender’s Revolving Credit Commitment at such time less (b)
the sum of (i) the aggregate unpaid principal amount at such time of all Loans made by such Lender
pursuant to subsection 2.1, (ii) such Lender’s L/C Participating Interest in the aggregate amount
available to be drawn at such time under all outstanding Letters of Credit issued by the Issuing
Lender and (iii) such Lender’s Revolving Credit Commitment Percentage of the aggregate outstanding
amount of L/C Obligations; collectively, as to all the Lenders, the “Available Revolving Credit
Commitments.”




     “Bankruptcy Code”: Title I of the Bankruptcy Reform Act of 1978, as amended and
codified at Title 11 of the United States Code.




     “Base Amount”: as defined in subsection 7.7
hereof.




     “Bermuda Holdings”: as defined in the Preamble
hereto.




     “Bermuda Holdings and Stratus Bermuda Guaranty”: the guaranty of Bermuda Holdings and
Stratus Bermuda pursuant to Section 11.




     “Bermuda Holdings Pledge Agreement”: the Legal Mortgage of Shares to be executed and
delivered by Bermuda Holdings, substantially in the form of Exhibit C-3.




     “Board”: the Board of Governors of the Federal Reserve System, together with any
successor.




     “Borrower”: as defined in the Preamble hereto.




     “Borrowing”: a group of Loans of a single Type and made on a single date and, in the
case of Eurodollar Loans, as to which a single Interest Period is in effect.




     “Borrowing Date”: any Business Day specified in a notice pursuant to (a) subsection
3.1 as a date on which the Borrower requests the Lenders to make Loans hereunder or (b) subsection
2.4 as a date on which the Borrower requests the Issuing Lender to issue a Letter of Credit
hereunder.




     “Business Day”: a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to close, provided, that with respect to
notices and determinations in connection with, and payments or principal and interest on,
Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the
interbank eurodollar market.




     “Capital Expenditures”: for any period, the sum of:




     (a) the aggregate amount of all expenditures of Bermuda Holdings and its Subsidiaries for
fixed or capital assets made during such period which, in accordance with GAAP, would be classified
as capital expenditures; and




     (b) the aggregate amount of all Financing Leases of Bermuda Holdings and its Subsidiaries
incurred during such period.



3









 






     “Capital Stock”: any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation), including, without limitation, partnership interests and
membership interests, and any and all warrants, rights or options to purchase or other arrangements
to acquire any of the foregoing.




     “Cash Collateralize”: with respect to a Letter of Credit, the deposit of immediately
available cash into a cash collateral account maintained with (or on behalf of) the Administrative
Agent on terms reasonably satisfactory to the Administrative Agent in an amount equal to 105% of
the maximum amount available to be drawn thereunder (in each case determined without regard to any
conditions to drawing could then be met).




     “Cash Equivalents”: (a) securities issued or directly and fully guaranteed or insured
by the United States or any agency or instrumentality thereof having maturities of not more than
six months from the date of acquisition, (b) certificates of deposit and eurodollar time deposits
with maturities of one year or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding one year and overnight bank deposits, in each case with any Lender or with
any domestic (in the case of any investments, acquisitions or holdings by the Borrower or its
Domestic Subsidiaries) commercial bank or trust company having capital and surplus in excess of
$300,000,000, (c) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (a) and (b) entered into with any financial
institution meeting the qualifications specified in clause (b) above, (d) commercial paper having
the highest rating obtainable from S&P or Moody’s and in each case maturing within one year after
date of acquisition; (e) investment funds investing 95% of their assets in securities of the type
described in clauses (a) through (d) above, (f) readily marketable direct obligations issued by any
state of the United States or any political subdivision thereof having one of the two highest
rating categories obtainable from either S&P or Moody’s and (g) indebtedness with a rating of “A”
or higher from S&P or “A2” or higher from Moody’s.




     “Cash Management Obligations”: with respect to any Person, all obligations of such
Person in respect of overdrafts and liabilities owed to any other Person that arise from treasury,
depositary or cash management services, including in connection with any automated clearing house
transfers of funds, or any similar transactions, that are secured by any Collateral under the
Security Documents.




     “Change in Law”: with respect to any Lender, the adoption of, or change in, any law,
rule, regulation, policy, guideline or directive (whether or not having the force of law) or any
change in the interpretation or application thereof by any Governmental Authority having
jurisdiction over such Lender, in each case after the Closing Date.




     “Change of Control”: shall be considered to have occurred if:




     (i) at any time prior to an IPO: Permitted Holders shall cease to own, directly
or indirectly, in the aggregate, more than 50% of the issued and outstanding voting
stock of Bermuda Holdings, free and clear of all Liens, other than Liens in favor of
the Administrative Agent and the Lenders pursuant to the Credit Documents and Liens in
favor of the administrative agent and lenders under the Second Lien Facility;




     (ii) at any time after an IPO: if any Person, whether singly or in concert with one or more
Persons (excluding Permitted Holders (or, for purposes of clause (y) below, their
designated board members)), shall, directly or indirectly, have acquired, or acquire the
power (x)(A) to vote








4









 












or direct the voting of 40% or more, on a fully diluted basis, of the outstanding common stock of
Bermuda Holdings and (B) the Permitted Holders have the power, directly or indirectly, to vote or
direct the voting of a lesser percentage, on a fully diluted basis, of the outstanding common stock
of Bermuda Holdings, than such other Person and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the Board of Directors of
Bermuda Holdings or (y) to elect or designate for election a majority of the Board of Directors of
Bermuda Holdings by voting power, contract or otherwise;




     (iii) Bermuda Holdings shall cease to own all of the outstanding Capital Stock of
Stratus Bermuda;




     (iv) Stratus Bermuda shall cease to own all of the outstanding Capital Stock of the
Borrower; or




     (v) any “change of control” or similar event shall occur under the Second Lien Credit
Agreement or the Indenture.




     “Closing Date”: the date on which all conditions set forth in subsection 5.1 have been
satisfied and the initial Loans have been made.




     “Code”: the Internal Revenue Code of 1986, as amended from time to time.




     “Collateral”: all assets of the Credit Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.




     “Collateral Agreement”: the Collateral Agreement executed and delivered by Bermuda
Holdings, Stratus Bermuda, the Borrower and each Subsidiary Guarantor, substantially in the form of
Exhibit C-1.




     “Commercial L/C”: a commercial documentary Letter of Credit under which the Issuing
Lender agrees to make payments in Dollars for the account of the Borrower, on behalf of the
Borrower or a Subsidiary of the Borrower, in respect of obligations of the Borrower or such
Subsidiary in connection with the purchase of goods or services in the ordinary course of business.




     “Commitment”: as to any Lender at any time, such Lender’s Revolving Credit
Commitment; collectively, as to all the Lenders, the “Commitments.”




     “Commitment Fee Rate”: 0.75% per annum.




     “Commonly Controlled Entity”: an entity, whether or not incorporated, which is under
common control with Bermuda Holdings or the Borrower within the meaning of Section 4001 of ERISA or
is part of a group which includes Bermuda Holdings or the Borrower and which is treated as a single
employer under Section 414(b) or (c) of the Code.




     “Conduit Lender”: any special purpose corporation organized and administered by any
Lender for the purpose of making Loans otherwise required to be made by such Lender and designated
by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit
Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this
Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating
Lender (and not the Conduit Lender) shall have the sole right and responsibility to



5









 






deliver all consents and waivers required or requested under this Agreement with respect to its
Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any
greater amount pursuant to subsections 3.11, 3.12 or 10.5 than the designating Lender would have
been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b)
be deemed to have any Commitment.




     “Consolidated EBITDA”: for any period, the Consolidated Net Income of Bermuda
Holdings and its Subsidiaries for such period, plus, without duplication and to the extent
reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of
(a) total income tax expense, (b) interest expense, amortization or write-off of debt discount,
debt issuance, warrant and other equity issuance costs and commissions, discounts, redemption
premium and other fees and charges associated with the Loans (and the Loans, as defined in the
Second Lien Credit Agreement), letters of credit permitted hereunder, Financing Leases or the
acquisition or repayment of any debt securities of Bermuda Holdings and its Subsidiaries permitted
hereunder, and net costs associated with Swap Agreements to which any of Bermuda Holdings or any of
its Subsidiaries is a party in respect of the Loans and the Loans (as defined in the Second Lien
Credit Agreement) (including commitment fees and other periodic bank charges), (c) costs of surety
bonds not to exceed $250,000 per year, (d) depreciation and amortization expense, (e) amortization
of inventory write up, deferred revenue adjustment or other non cash adjustments required under
Statement of Financial Accounting Standards No. 141 — Business Combinations, amortization of
intangibles (including, but not limited to, goodwill and costs of interest rate caps and the cost
of non-competition agreements) and organization costs including any non cash charges associated
with any impairment analysis required under Statement of Financial Accounting Standards No. 142 —
Goodwill and other Intangible Assets, (f) non-cash amortization of management fees, (g) non cash
amortization of Financing Leases, (h) franchise taxes, (i) management fees paid as contemplated by
subsections 7.11 and 10.13 in an amount not to exceed $2,000,000 per year, (j) any expenses
incurred in connection with the Transactions, any merger, any acquisition or joint venture or any
disposition permitted herein, (including any usual and customary earn-out or similar payments in
connection with such permitted transactions, payments of success/transition bonuses to employees
and directors of any Credit Party in connection therewith and the payment of options to employees
in connection therewith), (k) any other write downs, write offs, minority interests and other non
cash charges or expenses reducing Consolidated Net Income or amortization, (l) any non-cash
restructuring or other type of non-cash special charge or reserve, (m) expenses and charges related
to any equity offering, (n) to the extent permitted under the Agreement, dividends paid in respect
of any Capital Stock of Stratus Bermuda (including, but not limited to, all cash dividend payments
on any series of preferred stock), in an amount not to exceed $5,000,000 per year, (o) research and
development expenses related to co-development projects funded in advance by third parties and
scheduled in reasonable detail acceptable to the Administrative Agent in the compliance
certificates required by subsection 6.1(d) and (p) non cash compensation charges associated with
any stock options, restricted stock or other equity instruments; provided that (i) the cumulative
effect of a change in accounting principles (effected either through cumulative effect adjustment
or a retroactive application) shall be excluded, (ii) the impact of foreign currency and hedging
translations and transactions shall be excluded and (iii) all other extraordinary or non-recurring
gains, losses, charges or reserves in accordance with GAAP shall be excluded, provided that to the
extent that any such reserve is reversed in any future period, Consolidated EBITDA for such period
shall be reduced by the amount of such reversal (if increasing Consolidated Net Income in such
period) to the extent previously added thereto.




     “Consolidated Indebtedness”: at a particular date, all Indebtedness (other than
Indebtedness described in clauses (b) or (c) of the definition of “Indebtedness” included in this



6









 






subsection 1.1) of Bermuda Holdings and its Subsidiaries determined on a consolidated basis in
accordance with GAAP at such date.




     “Consolidated Liquidity”: at any particular date, the sum of (x) the Revolving Credit
Commitments less the amount of the Loans, L/C Obligations then outstanding and outstanding Letters
of Credit and (y) unrestricted cash and Cash Equivalents of Bermuda Holdings and its Subsidiaries
on such date.




     “Consolidated Net Income”: for any period, net income of Bermuda Holdings and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that: (i) the
net income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to Bermuda Holdings or a wholly owned Subsidiary and (ii) the net income
of any Subsidiary of Stratus Bermuda (other than a Credit Party) shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that Subsidiary of that
net income is prohibited or not permitted at the date of determination.




     “Contingent Obligation”: as to any Person, any obligation of such Person guaranteeing
or in effect guaranteeing any Indebtedness (“primary obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent (a) to purchase any such
primary obligation or any property constituting direct or indirect security therefor, (b) to
advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net
worth or solvency of the primary obligor, (c) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect thereof; provided that
the term Contingent Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent Obligation shall be
deemed to be an amount equal to the stated or determinable amount (based on the maximum reasonably
anticipated net liability in respect thereof as determined by the Borrower in good faith) of the
primary obligation or portion thereof in respect of which such Contingent Obligation is made or, if
not stated or determinable, the maximum reasonably anticipated net liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by the Borrower in good
faith.




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




     “Covenant Compliance Period”: each period (x) commencing on the date (no earlier than
the thirtieth calendar day after the Closing Date) on which the daily average of the sum of the
amount of Loans and L/C Obligations then outstanding (the “Average Outstanding
Utilization”) for the previous 30 calendar days (not including any days prior to the Closing
Date) exceeds $15,000,000 and (y) ending on the date on which the Average Outstanding Utilization
for three consecutive Business Days is $15,000,000 or less.




     “Credit Documents”: the collective reference to this Agreement, the Notes, the
Subsidiary Guaranty and the Security Documents.



7









 






     “Credit Parties”: the collective reference to Bermuda Holdings, Stratus Bermuda, the
Borrower and each Subsidiary Guarantor.




     “Default”: any of the events specified in Section 8, whether or not any requirement
for the giving of notice, the lapse of time, or both, has been satisfied.




     “Dollars” and “$”: refers to lawful money of the United States.




     “Domestic Entity”: each Domestic Subsidiary directly or indirectly wholly-owned by
Bermuda Holdings, including, without limitation, the Borrower.




     “Domestic Subsidiary”: as to any Person, any Subsidiary of such Person other than a
Foreign Subsidiary of such Person.




     “Eligible Assignee”: means any Lender, any Affiliate of any Lender and any Approved
Fund (any two or more affiliated Approved Funds being treated as a single Eligible Assignee for all
purposes hereof).




     “Embargoed Person”: as defined in subsection 7.18.




     “Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules,
orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental
Authority or requirements of law (including, without limitation, common law) regulating or imposing
liability or standards of conduct concerning environmental or public health protection matters,
including, without limitation, Hazardous Materials, as now or may at any time hereafter be in
effect.




     “Environmental Permits”: any and all permits, licenses, registrations, approvals,
notifications, exemptions and any other authorizations required under any Environmental Law.




     “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to
time.




     “Eurocurrency Reserve Requirement”: means, at any time, for any Eurodollar Loan, the
maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic
marginal, special, supplemental, emergency or other reserves) are required to be maintained with
respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under
regulations issued from time to time by the Board of Governors or other applicable banking
regulator. Without limiting the effect of the foregoing, the Eurocurrency Reserve Requirement shall
reflect any other reserves required to be maintained by such member banks with respect to (i) any
category of liabilities which includes deposits by reference to which the applicable Eurodollar
Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions
of credit or other assets which include Eurodollar Loans. A Eurodollar Loan shall be deemed to
constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements
without benefits of credit for proration, exceptions or offsets that may be available from time to
time to the applicable Lender. The rate of interest on Eurodollar Loans shall be adjusted
automatically on and as of the effective date of any change in the Eurodollar Reserve Requirement.




     “Eurodollar Lending Office”: as to any Lender the office of such Lender which shall be
making or maintaining Eurodollar Loans.



8









 






     “Eurodollar Loans”: Loans at such time as they are made and/or being maintained at a
rate of interest based upon a Eurodollar Rate.




     “Eurodollar Rate”: with respect to any Eurodollar Loan for any Interest Period
therefor, the greater of (I) (a) the rate per annum (rounded upward, if necessary, to the next
1/100th of 1%) determined by the Administrative Agent to be equal to the arithmetic mean (rounded
to the nearest 1/100th of 1%) of the offered rates for deposits in Dollars with a term comparable
to such Interest Period that appears on Reuters Screen LIBOR01 (or such other page as may replace
such page on such service for the purpose of displaying the rates at which Dollar deposits are
offered by leading banks in the London interbank deposit market as designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London, England time, on the second full
Business Day preceding the first day of such Interest Period; provided, however,
that (i) if no comparable term for an Interest Period is available, the Eurodollar Rate shall be
determined using the weighted average of the offered rates for the two terms most nearly
corresponding to such Interest Period and (ii) if Reuters Screen LIBOR01 (or any replacement page)
shall at any time no longer exist, “Eurodollar Rate” shall mean, with respect to each day
during each Interest Period pertaining to Eurodollar Loans comprising part of the same Borrowing,
the rate per annum equal to the rate at which the Administrative Agent is offered deposits in
Dollars at approximately 11:00 a.m., London, England time, two Business Days prior to the first day
of such Interest Period in the London interbank market for delivery on the first day of such
Interest Period for the number of days comprised therein and in an amount comparable to its portion
of the amount of such Eurodollar Loan to be outstanding during such Interest Period divided by (b)
1 minus the Statutory Reserves (if any) for such Eurodollar Loan for such Interest Period, and (II)
1.50% per annum.




     “Excess Cash Flow Offer”: as defined in the Indenture as in effect on the Closing
Date.




     “
Event of Default”: any of the events specified in Section 8; provided that any requirement
for the giving of notice, the lapse of time, or both, has been satisfied.




     “Executive Order”: as defined in
subsection 4.19.




     “Fee Property”: as defined in subsection
4.13.




     “Financing Lease”: (a) any lease of property, real or personal, the obligations under
which are capitalized on a consolidated balance sheet of Bermuda Holdings and its consolidated
Subsidiaries and (b) any other such lease to the extent that the then present value of any rental
commitment thereunder should, in accordance with GAAP, be capitalized on a balance sheet of the
lessee.




     “Foreign Entity”: Bermuda Holdings and each Foreign Subsidiary of Bermuda Holdings.




     

“Foreign Lender”: any Lender that is organized under the laws of a jurisdiction other than the
United States of America or any State thereof or the District of Columbia.




     “Foreign Subsidiary”: as to any Person, any Subsidiary of such Person which is not
organized under the laws of the United States or any state thereof or the District of Columbia.




     “GAAP”: generally accepted accounting principles in the United States in effect from
time to time.



9









 






     “Governmental Authority”: any nation or government, any state or other political
subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.




     “Governmental Authorization”: any permit, license, authorization, plan, directive,
consent order or consent decree of or from any Governmental Authority.




     “Guaranteed Creditors”: each of the Administrative Agent, the Issuing Lender, the
Lenders and each party (other than a Credit Party) party to a Swap Agreement to the extent such
party constitutes a Secured Party under the Security Documents.




     “Guaranteed Obligations”: (i) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of the principal and interest on each Note issued
by, and all Loans made to, the Borrower under this Agreement and all reimbursement obligations with
respect to Letters of Credit, together with all the other obligations (including obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due),
indebtedness and liabilities (including, without limitation, indemnities, fees and interest
(including any interest accruing after the commencement of any bankruptcy, insolvency, receivership
or similar proceeding at the rate provided for herein, whether or not such interest is an allowed
claim in any such proceeding) thereon) of the Borrower to the Lenders, the Issuing Lender, the
Administrative Agent now existing or hereafter incurred under, arising out of or in connection with
this Agreement and each other Credit Document to which the Borrower is a party and the due
performance and compliance by the Borrower with all the terms, conditions and agreements contained
in the Credit Agreement and in each such other Credit Document, (ii) the full and prompt payment
when due (whether at the stated maturity, by acceleration or otherwise) of all obligations
(including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due), liabilities and indebtedness (including any interest accruing after the
commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided
for herein, whether or not such interest is an allowed claim in any such proceeding) of Bermuda
Holdings or any of its Subsidiaries owing under any Swap Agreement entered into by Bermuda Holdings
or such Subsidiary, as applicable, with any Lender or any affiliate thereof (even if such Lender
subsequently ceases to be a Lender under this Agreement for any reason) so long as such Lender or
affiliate participates in such Swap Agreement and their subsequent assigns, if any, whether now in
existence or hereafter arising, and the due performance and compliance with all terms, conditions
and agreements contained therein and (iii) all Cash Management Obligations of the Borrower or
Bermuda Holdings or any Subsidiary of Bermuda Holdings.




     “Guarantors”: Bermuda Holdings, Stratus Bermuda and each Subsidiary Guarantor.




     “Guaranties”: collectively, the Subsidiary Guaranty and the Bermuda Holdings and
Stratus Bermuda Guaranty.




     “Hazardous Materials”: any hazardous materials, hazardous wastes, hazardous pesticides
or hazardous or toxic substances, and any other material that is regulated pursuant to or could
give rise to liability under any Environmental Law, including, without limitation, asbestos,
radioactivity, molds, petroleum, any other petroleum products (including gasoline, crude oil or any
fraction thereof), polychlorinated biphenyls and urea-formaldehyde insulation.




     “Indebtedness”: of a Person, at a particular date, (a) all indebtedness of such Person
for borrowed money or for the deferred purchase price of property or services, (b) the undrawn face



10









 






amount of all letters of credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder and unpaid reimbursement obligations with respect thereto, (c) all
liabilities (other than Lease Obligations and liabilities in connection with reserves established
in accordance with GAAP) secured by any Lien on any property owned by such Person, even though such
Person has not assumed or become liable for the payment thereof or is nonrecourse to the credit of
that Person, (d) Financing Leases, and (e) all indebtedness of such Person arising under acceptance
facilities, but excluding (i) trade and other accounts payable and accrued expenses payable in the
ordinary course of business and (ii) letters of credit supporting the purchase of goods in the
ordinary course of business and expiring no more than six months from the date of issuance;
provided that obligations in respect of Swap Agreements shall not constitute Indebtedness under
this definition.




     “Indenture”: that certain indenture dated as of April 8, 2010 providing for the
purchase of Senior Secured Notes issued by the Borrower and Stratus Bermuda (as amended, restated,
supplemented, modified, replaced or refinanced from time to time.




     “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.




     “Insolvent”: pertaining to a condition of Insolvency.




     “Intercompany Note”: a promissory note evidencing Indebtedness of Bermuda Holdings or
any of its Subsidiaries to Bermuda Holdings or any of its Subsidiaries.




     “Intercreditor Agreement”: that certain Amended and Restated Intercreditor Agreement
dated as of April 8, 2010 among the Administrative Agent, the Borrower, Stratus Bermuda, the
administrative agent under the Second Lien Facility and the collateral agent and trustee under the
Indenture governing the Senior Secured Notes (as amended, modified, restated and/or supplemented
from time to time), substantially in the form of Exhibit C-6.




     “Interest Coverage Ratio”: on the last day of any fiscal quarter of Bermuda Holdings,
the ratio of (a) Consolidated EBITDA for the period of twelve months ending on such day to (b) cash
interest expense (excluding (i) fees payable on account of letters of credit, (ii) to the extent
included in interest expense in accordance with GAAP, net costs associated with Swap Agreements to
which Bermuda Holdings or any of its Subsidiaries is a party in respect of the Loans and other
periodic bank charges and amortization of debt discount (including discount of liabilities and
reserves established under APB 16) and (iii) interest expense in respect of costs of debt issuance
and interest expense on customer deposits) for such period net of interest income, in each case,
for or during such period on a consolidated basis for Bermuda Holdings and its Subsidiaries in
accordance with GAAP; provided that for the periods ending on May 30, 2010, August 29, 2010 and
November 28, 2010, cash interest expense for the relevant period shall be deemed to equal actual
cash interest expense for the one, two and three quarters, respectively, then ended multiplied
by 4, 2 and 4/3, respectively. For clarification, cash interest expense does not include the
accretion of interest expense.




     “Interest Payment Date”: (a) as to Alternate Base Rate Loans, the last day of each
March, June, September and December, commencing on the first such day to occur after any Alternate
Base Rate Loans are made or any Eurodollar Loans are converted to Alternate Base Rate Loans, (b) as
to any Eurodollar Loan in respect of which the Borrower has selected an Interest Period of one, two
or three months, the last day of such Interest Period and (c) as to any Eurodollar Loan in respect
of which the Borrower has selected a longer Interest Period than the



11









 






periods described in clause (b), the last day of each three calendar month interval during such
Interest Period and, in addition, the last day of such Interest Period.




“Interest Period”: with respect to any Eurodollar Loan:




     (a) initially, the period commencing on, as the case may be, the Borrowing Date or conversion
date with respect to such Eurodollar Loan and ending one, two, three or six months thereafter as
selected by the Borrower in its Notice of Borrowing as provided in subsection 3.1 or its notice of
conversion as provided in subsection 3.2; and




     (b) thereafter, each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months thereafter as selected
by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days
prior to the last day of the then current Interest Period with respect to such Eurodollar Loan;




provided that the foregoing provisions relating to Interest Periods are subject to the
following:




     (A) if any Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period shall be extended to the next succeeding Business Day, unless the result of such
extension would be to carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding Business Day;




     (B) any Interest Period that would otherwise extend beyond the Revolving Credit Termination
Date shall end on the Revolving Credit Termination Date, or if the Revolving Credit Termination
Date shall not be a Business Day, on the next preceding Business Day;




     (C) if the Borrower shall fail to give notice as provided above in clause (b), it shall be
deemed to have selected a conversion of a Eurodollar Loan into an Alternate Base Rate Loan (which
conversion shall occur automatically and without need for compliance with the conditions for
conversion set forth in subsection 3.2);




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




     (E) the Borrower shall select Interest Periods so as not to require a prepayment (to the
extent practicable) or a scheduled payment of a Eurodollar Loan during an Interest Period for such
Eurodollar Loan.




“Investcorp”: Investcorp S.A., a Luxembourg corporation.




     “Investment Grade Securities”: (a) securities issued or directly and fully guaranteed
or insured by the United States government or any agency or instrumentality thereof (other than
Cash Equivalents), (b) debt securities or debt instruments with a rating of BBB- or higher by S&P
or Baa3 by Moody’s or the equivalent of such rating by such rating organization, or if no rating of
S&P’s or Moody’s then exists, the equivalent of such rating by any other nationally recognized
securities rating agency, but excluding any debt securities or instruments constituting loans or
advances among Bermuda Holdings and its Subsidiaries and (c) investments in any fund that



12









 






invests exclusively in investments of the type described in clauses (a) and (b) which fund may also
hold immaterial amounts of cash pending investment and/or distribution.




     “Interest Rate Determination Date” means, with respect to any Interest Period, the
date that is two Business Days prior to the first day of such Interest Period.




     “IPO”: as to any Person, any sale by such Person through a public offering of its
common (or other voting) stock pursuant to an effective registration statement (other than a
registration statement on Form S-4, S-8 or any successor or similar form) filed under the
Securities Act of 1933, as amended. When used in this Agreement, “IPO” shall refer to any IPO by
Bermuda Holdings or any of its Subsidiaries.




     “IRS”: the Internal Revenue Service.




     “Issuing Lender”: in respect of Standby L/Cs, Jefferies Group, Inc. (an affiliate of
Jefferies Finance LLC) (through the Bank of New York Mellon or one of its Affiliates)
(“Jefferies Group, Inc.”) and, in respect of Standby L/Cs or Commercial L/Cs any Lender
reasonably acceptable to the Administrative Agent and the Borrower which agrees to issue Letters of
Credit hereunder, provided that Jefferies Group, Inc. shall not be obligated to issue Commercial
L/Cs hereunder. Any Issuing Lender may, in its discretion, arrange for one or more Letters of
Credit to be issued by one or more Affiliates of such Issuing Lender (and such Affiliate shall be
deemed to be an “Issuing Lender” for all purposes of the Credit Documents).




     “L/C Application”: as defined in subsection 2.4(a).




     “L/C Obligations”: the obligations of the Borrower to reimburse the Issuing Lender for
any payments made by the Issuing Lender under any Letter of Credit that have not been reimbursed by
the Borrower pursuant to subsection 2.7(a).




     “L/C Participating Interest”: an undivided participating interest in the face amount
of each issued and outstanding Letter of Credit and the L/C Application relating thereto.




     “L/C Participation Certificate”: a certificate in substantially the form of Exhibit D.




     “L/C Usage”: as at any date of determination, the sum of (i) the maximum aggregate
amount which is, or at any time thereafter may become, available for drawing under all Letters of
Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit
honored by Issuing Lender and not theretofore reimbursed by or on behalf of the Borrower.




     “Lead Arranger”: as defined in the Preamble hereto.




     “Lease Obligations”: of Bermuda Holdings and its Subsidiaries, as of the date of any
determination thereof, the rental commitments of Bermuda Holdings and its Subsidiaries determined
on a consolidated basis in accordance with GAAP, if any, under leases for real and/or personal
property (net of rental commitments from sub-leases thereof), excluding however, obligations under
Financing Leases.




     “Leased Properties”: as defined in subsection 4.13.




     “Lender Counterparty” means each Lender or any Affiliate of a Lender counterparty to a
Swap Agreement (including any Person who is a Lender (and any Affiliate thereof) as of the



13









 






Closing Date but subsequently, whether before or after entering into a Swap Agreement, ceases to be
a Lender), including, without limitation, each such Affiliate that enters into a joinder agreement
with the Administrative Agent.




     “Lenders”: as defined in the Preamble hereto.




     “Letters of Credit”: the collective reference to the Standby L/Cs and the Commercial
L/Cs, individually, a “Letter of Credit.”




     “Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement, any financing lease having substantially the
same economic effect as any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing,
except for the filing of financing statements in connection with Lease Obligations incurred by
Bermuda Holdings or its Subsidiaries to the extent that such financing statements relate to the
property subject to such Lease Obligations).




     “Loans”: as defined in subsection 2.1(a).




     “Marketing Services Agreements”: (a) the Marketing and Support Services Agreement,
dated as of February 25, 2002, entered into by and between the Borrower and Stratus Technologies
Ireland Limited and (b) the Management and Administrative Services Agreement dated as of February
11, 2003 by and between Cemprus, LLC and the Borrower, as each may be amended, modified or
supplemented from time to time.




     “Material Adverse Effect”: a material adverse effect on (i) the business, assets,
financial condition or results of operations of Bermuda Holdings and its Subsidiaries taken as a
whole, (ii) the ability of Bermuda Holdings and its Subsidiaries to perform their material
obligations under the Credit Documents and with respect to the other financings contemplated hereby
or (C) the material rights and remedies of the Agents and the Lenders hereunder.




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




     “Mortgages”: each of the mortgages and deeds of trust made by any Credit Party
pursuant to subsection 6.9 in favor of, or for the benefit of, the Administrative Agent for the
benefit of the Lenders, in a form reasonably acceptable to the Administrative Agent and the
Borrower, as the same may be amended, supplemented or otherwise modified from time to time.




     “Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.




     “Non-Consenting Lender”: as defined in subsection
3.14(y).




     “Non-Funding Lender”: as defined in subsection
3.9(c).




     “Note”: as defined in subsection 3.13(e).




     “Notice of Borrowing”: as defined in subsection
3.1(a).



14









 






     “Obligations”: as defined in the Collateral
Agreement.




     “OFAC”: as defined in subsection 4.19.




     “Original First Lien Credit Agreement”: as defined in the Recitals hereto.




     “Original First Lien Term and Revolving Facilities”: as defined in the Recitals
hereto.




     “Other List”: as defined in subsection 7.18.


     “Other
Taxes”: as defined in
subsection 3.11(B)(b).




     “Participant”: as defined in subsection 10.6(c)(i).




     “Participating Lender”: any Revolving Credit Lender (other than the Issuing Lender)
with respect to its L/C Participating Interest in each Letter of Credit.




     “Payment Sharing Notice”: a written notice from the Borrower or any Lender informing
the Administrative Agent that an Event of Default has occurred and is continuing and directing the
Administrative Agent to allocate payments thereafter received from or on behalf of the Borrower in
accordance with the provisions of subsection 3.9.




     “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
Title IV of ERISA or any successor.




     “Permitted Holders”: Investcorp or MidOcean Partners LP or any of their respective
Affiliates, provided that, solely for the purposes of the definition of “Change of Control”, the
term “Permitted Holders” shall also include each Lender (under and as defined in the Second Lien
Credit Agreement) (and its applicable successors, transferees and assignees) to the extent of its
ownership of Capital Stock of Bermuda Holdings as a result of the issuances contemplated by the
Subscription and Stockholders Agreement.




     “Permitted Liens”: Liens permitted to exist under subsection 7.2.




     “Person”: an individual, partnership, corporation, business trust, joint stock
company, limited liability company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.




     “Plan”: at a particular time, any employee benefit plan which is covered by ERISA and
in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA.




     “Pledged Note”: as defined in the Collateral
Agreement.




     “Pledged Stock”: as defined in the Collateral
Agreement.




     “Post-Closing Actions”: as defined in subsection 5.3.




     “Pro Forma Balance Sheet”: as defined in subsection
4.1(c).



15









 






     “Projections” shall mean the business plan for Bermuda Holdings and its Subsidiaries
for fiscal year ending 2010 through and including fiscal year ending 2015, and projections
(including the assumptions on which such projections are based) for Bermuda Holdings and its
Subsidiaries for fiscal year ending 2010 through and including fiscal year ending 2015, that were
prepared by or on behalf of Bermuda Holdings and its Subsidiaries in connection with the
Transactions and delivered to the Administrative Agent and the Lenders prior to the Closing Date.




     “R&D Services Agreements”: (a) the Research and Development Services Agreement entered
into (i) by and between the Borrower and Stratus Bermuda dated as of February 25, 2002, (ii) by and
between Stratus Technologies Ireland Limited and Stratus Bermuda, dated as of February 25, 2002,
(iii) by and between Stratus Technologies Systems Limited and Stratus Bermuda dated as of February
25, 2002, and (b) the Agreement for Sharing Research and Development Costs, dated as of February
11, 2003 between Cemprus, LLC and Stratus Bermuda, as each may be amended, modified or supplemented
from time to time.




     “Refinancing”: as defined in the Recitals
hereto.




     “Register”: as defined in subsection
10.6(b)(iv).




     “Related Person”: with respect to any Person, (a) each Affiliate of such Person and
each of the officers, directors, partners, trustees, employees, affiliates, shareholders, Advisors,
agents, attorneys-in-fact and controlling persons of each of the foregoing, and (b) if such Person
is the Administrative Agent, each other Person designated, nominated or otherwise mandated by or
assisting the Administrative Agent pursuant to subsection 9.1 or any comparable provision of any
Credit Document.




     “Reorganization”: with respect to any Multiemployer Plan, the condition that such Plan
is in reorganization as such term is used in Section 4241 of ERISA.




     “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty day notice is waived under subpart B of PBGC Reg. § 4043.




     “Required Lenders”: at a particular time, the holders of more than 50% of the sum of
the Revolving Credit Commitments or, if the Revolving Credit Commitments are terminated, the
aggregate unpaid principal amount of the Loans, and the aggregate amount available to be drawn at
such time under all outstanding Letters of Credit and L/C Obligations. The Revolving Credit
Commitments of any Non-Funding Lender shall be disregarded in determining Required Lenders at any
time.




     “Requirement of Law”: as to any Person, the Articles or Certificate of Incorporation
and By-Laws or other organizational or governing documents of such Person, and any law, treaty,
rule or regulation, order, or determination of an arbitrator or a court or other Governmental
Authority, in each case, applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.




     “Responsible Officer”: with respect to any Person, the president, treasurer, chief
executive officer, the chief operating officer, the chief financial officer, assistant treasurer,
corporate controller or any vice president of such Person.




     “Revolving Credit Commitment”: as to any Lender, its obligations (a) to make Loans to
the Borrower pursuant to subsection 2.1, and (b) to purchase its L/C Participating Interest in any



16









 






Letter of Credit, in an aggregate amount not to exceed the amount set forth under such Lender’s
name in Schedule I opposite the caption “Revolving Credit Commitment” or in Schedule 1 to the
Assignment and Assumption by which such Lender acquired its Revolving Credit Commitment, as the
same may be reduced from time to time pursuant to subsection 3.3 or adjusted pursuant to subsection
10.6(b); collectively, as to all the Lenders, the “Revolving Credit Commitments”. The
original aggregate principal amount of the Revolving Credit Commitments is $25,000,000.




     “Revolving Credit Commitment Percentage”: as to any Lender at any time, the percentage of
the aggregate Revolving Credit Commitments then constituted by such Lender’s Revolving Credit
Commitment.




     “Revolving Credit Commitment Period”: the period from and including the Closing Date
to but not including the Revolving Credit Termination Date.




     “Revolving Credit Lender”: any Lender with a Revolving Credit Commitment.




     “Revolving Credit Termination Date”: the earlier of (a) September 29, 2014 and (b)
such other earlier date as the Revolving Credit Commitments shall terminate hereunder.




     “SDN List”: as defined in subsection 7.18.




     “Second Lien Credit Agreement”: that certain First Amended and Restated Second Lien
Credit Agreement among the Borrower, Stratus Bermuda, the several lenders from time to time parties
thereto (the “Second Lien Lenders”), and the other agents party thereto, dated as of August
28, 2006 as amended by (a) an amendment dated as of June 5, 2007 and (b) the Second Lien Facility
Amendment, and as further amended, supplemented or modified from time to time in accordance with
the terms and conditions thereof and of the Intercreditor Agreement.




     “Second Lien Facility”: the term facility under the Second Lien Credit Agreement.




     “Second Lien Facility Amendment”: that certain Second Amendment to First Amended and
Restated Second Lien Credit Agreement dated as of March 22, 2010 among the Borrower, Stratus
Bermuda, Deutsche Bank Trust Company Americas, as administrative agent and GSCP as syndication
agent.




     “Security Documents”: the collective reference to the Collateral Agreement, the
Bermuda Holdings Pledge Agreement, the Stratus Bermuda Cyprus Law Share Pledge, the Stratus Bermuda
Irish Law Share Pledge, the Intercreditor Agreement and all other security documents hereafter
delivered to the Administrative Agent granting a Lien on any property of any Person to secure the
obligations and liabilities of any Credit Party under any Credit Document.




     “Senior Secured Notes”: as defined in the Recitals hereto.




     “Single Employer Plan”: any Plan which is covered by Title IV of ERISA, but which is
not a Multiemployer Plan.




     “S&P”: Standard and Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc.




     “Standby L/C”: an irrevocable letter of credit under which the Issuing Lender agrees
to make payments in Dollars for the account of the Borrower, on behalf of the Borrower or any



17









 






Subsidiary of the Borrower in respect of obligations of the Borrower or such Subsidiary incurred
pursuant to contracts made or performances undertaken or to be undertaken or like matters relating
to contracts to which the Borrower or such Subsidiary is or proposes to become a party in the
ordinary course of the Borrower’s or such Subsidiary’s business, including, without limiting the
foregoing, for insurance purposes or in respect of advance payments or as bid or performance bonds
or for any other purpose for which a standby letter of credit might customarily be issued.




     “Stratus Bermuda”: as defined in the Preamble hereto.




     “Stratus Bermuda Cyprus Law Share Pledge”: the Deed of Pledge of Shares to be
executed and delivered by Stratus Bermuda, substantially in the form of Exhibit C-4.




     “Stratus Bermuda Irish Law Share Pledge”: the Charge over Shares Re: Stratus
Technologies Ireland Limited to be executed and delivered by Stratus Bermuda, substantially in the
form of Exhibit C-5.




     “Subscription and Stockholders Agreement”: as defined in the Second Lien Credit
Agreement as in effect on the Closing Date.




     “Subsection 3.11(B)(d)(2) Certificate”: as defined in subsection 3.11(B)(d).




     “Subsidiary”: as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock of each class or other interests having ordinary voting
power (other than stock or other interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is otherwise
controlled, by such Person or by one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person. A Subsidiary shall be deemed wholly-owned by a Person who
owns directly or indirectly all of the voting shares of stock or other interests of such Subsidiary
having voting power under ordinary circumstances to vote for directors or other managers of such
corporation, partnership or other entity, except for (i) directors’ qualifying shares, (ii) shares
owned by multiple shareholders to comply with local laws and (iii) shares owned by employees.
Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement
shall refer to a Subsidiary or Subsidiaries of Bermuda Holdings; provided that any joint venture or
Person in which an investment is existing on the Closing Date (as defined in the Original First
Lien Credit Agreement) or is made pursuant to subsection 7.6(h) or subsection 8.6(h) of the
Original First Lien Credit Agreement shall, so long as such investment is maintained in reliance on
such subsections, not be a “Subsidiary” of Bermuda Holdings for any purpose of this Agreement.




     “Subsidiary Guarantor”: (i) each direct and indirect Subsidiary of Bermuda Holdings
(other than the Borrower) that is a party to the Subsidiary Guaranty as of the Closing Date and
(ii) each Subsidiary of Bermuda Holdings that becomes a party to the Subsidiary Guaranty or
comparable documentation in favor of the Administrative Agent after the Closing Date as required by
subsection 6.9(b) or otherwise.




     “Subsidiary Guaranty”: the guaranty executed and delivered by the Subsidiary
Guarantors, substantially in the form of Exhibit C-2.




     “Supermajority Lenders”: at a particular time, the holders of more than 662⁄3% of the
sum of the Revolving Credit Commitments or, if the Revolving Credit Commitments are terminated,



18









 






the aggregate unpaid principal amount of the Loans, and the aggregate amount available to
be drawn at such time under all outstanding Letters of Credit and L/C Obligations. The
Revolving Credit Commitments of any Non-Funding Lender shall be disregarded in determining
Supermajority Lenders at any time.




     “Swap Agreement”: any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of the Borrower or any of
its Subsidiaries shall be a “Swap Agreement”.




     “Syndication Agent”: as defined in the Preamble hereto.




     “Tax and Taxes”: mean all present or future taxes, levies, imposts, duties,
withholdings, assessments, fees or other similar charges of whatever nature imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.




     “Tier 1 Foreign Entity”: any Foreign Entity that is not a Subsidiary of a
Domestic Entity and that is organized under the laws of Bermuda, Cyprus or Ireland or such
other jurisdiction as may be approved by the Administrative Agent from time to time.




     “Tier 2 Foreign Entity”: any Foreign Entity that is not a Tier 1 Foreign
Entity.




     “Transactions”: collectively; (i) the execution, delivery and performance by
each applicable Credit Party of the Indenture and all documents governing the Senior
Secured Notes to which it is a party and the issuance and sale of the Senior Secured Notes,
(ii) the consummation of the Refinancing, (iii) the execution, delivery and performance by
each applicable Credit Party of the Second Lien Facility Amendment to which it is a party,
(iv) the execution, delivery and performance by each Credit Party of the Credit Documents
to which it is a party, the incurrence of Loans on each Borrowing Date and the use of
proceeds thereof and (v) the payment of all related fees, commission and expenses in
connection with the foregoing.




     “Transferee”: any Participant or Assignee.




     “Type”: as to any Loan, its nature as an Alternate Base Rate Loan or a
Eurodollar Loan.




     “Uniform Customs”: the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500, and any subsequent
revisions thereof.




     “United States”: the United States of America.




     “United States Person”: any Person organized under the laws of the United
States or any state thereof or the District of Columbia.



          1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when used in the Notes, any other Credit
Document or any certificate or other document made or delivered pursuant hereto.




19









 





          (b) As used herein and in the Notes, any other Credit Document and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to Bermuda Holdings and its
Subsidiaries not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1 to
the extent not defined, shall have the respective meanings given to them under GAAP. To the extent
there are any changes in GAAP from the date of this Agreement, the financial covenants set forth
herein at the option of the Borrower will either (i) continue to be determined in accordance with
GAAP in effect on the Closing Date, as applicable, or (ii) be adjusted or reset to reflect such
changes in GAAP, such adjustments or resets to be mutually agreed to by the Borrower and the
Administrative Agent.




          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless
otherwise specified.




          (d) The meanings given to terms defined herein shall be equally applicable to the singular and
plural forms of such terms.





          SECTION 2.
AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS




          2.1 Revolving Credit Commitments. (a) Subject to the terms and conditions hereof, each
Revolving Credit Lender severally agrees to the extent of its Revolving Credit Commitment to extend
credit to the Borrower from time to time on any Borrowing Date during the Revolving Credit
Commitment Period (i) by purchasing an L/C Participating Interest in each Letter of Credit issued
by the Issuing Lender and (ii) by making loans in Dollars (individually, a “Loan,” and
collectively, the “Loans”) to the Borrower from time to time. Notwithstanding the above, (x) in no
event shall more than $10,000,000 in the aggregate of Loans be made on the Closing Date (plus
amounts utilized for the issuance of Letters of Credit), (y) in no event shall any Loans be made,
or Letter of Credit be issued, if the aggregate amount of the Loans to be made or the Letter of
Credit to be issued would, after giving effect to the use of proceeds, if any, thereof, exceed the
aggregate Available Revolving Credit Commitments and (z) in no event shall any Letter of Credit be
issued if, after giving effect to the issuance thereof, the sum of the amount of the L/C
Obligations then outstanding and the amounts available to be drawn under outstanding Letters of
Credit, would exceed $6,000,000.




          (b) During the Revolving Credit Commitment Period, the Borrower may use the Revolving Credit
Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof, and/or by having the Issuing Lender issue Letters
of Credit, having such Letters of Credit expire undrawn upon or if drawn upon, reimbursing the
Issuing Lender for such drawing, and having the Issuing Lender issue new Letters of Credit.




          (c) Each borrowing of Loans pursuant to the Revolving Credit Commitments except pursuant to
subsection 2.7(b) shall be in an aggregate principal amount of the lesser of (i) $500,000 or a
whole multiple of $100,000 in excess thereof in the case of Alternate Base Rate Loans, and
$1,000,000 or a whole multiple of $500,000 in excess thereof, in the case of Eurodollar Loans, and
(ii) the Available Revolving Credit Commitments.




          2.2 Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the
account of each Revolving Credit Lender (other than any Non-Funding Lender) a commitment fee from
and including the Closing Date to and including the Revolving Credit Termination Date computed at
the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of
such Lender during the period for which payment is made (whether or not the Borrower shall have
satisfied the applicable conditions to borrow or for the issuance of a Letter of Credit set forth
in Section




20









 




5). Such commitment fee shall be payable quarterly in arrears on the last day of each March, June,
September and December and on the Revolving Credit Termination Date, commencing on June 30, 2010
(or, if earlier, the Revolving Credit Termination Date).




          2.3 Proceeds of Loans. The Borrower and its Subsidiaries shall use the proceeds of
Loans for working capital and general corporate purposes, including Capital Expenditures.




          2.4 Issuance of Letters of Credit. (a) During the Revolving Credit Commitment
Period, the Borrower may from time to time request the Issuing Lender to issue a Standby L/C or a
Commercial L/C by delivering to the Administrative Agent at its address specified in subsection
10.2 (or such other location as the Issuing Lender may direct) no later than 12:00 p.m. (New York
time) at least four Business Days in advance of the proposed date of such issuance a letter of
credit application in the Issuing Lender’s then customary form and, in respect of Standby L/Cs
issued by Jefferies Group, Inc., in the form of Exhibit J (the “L/C Application”)
(provided, that in the case of any Standby L/C proposed to be issued on the Closing Date, the
Borrower may deliver the applicable L/C Application by no later than 4:00 P.M. (New York time) one
Business Day prior to the Closing Date) completed to the satisfaction of the Issuing Lender,
together with the proposed form of such Letter of Credit (which shall comply with the applicable
requirements of paragraph (b) below) and such other certificates, documents and other papers and
information as the Issuing Lender may reasonably request; provided that if the Issuing Lender
informs the Borrower that it is for any reason unable to open such Letter of Credit, the Borrower
may request any Lender to open such Letter of Credit upon the same terms offered to the Issuing
Lender and each reference to the Issuing Lender for purposes of subsections 2.4 through 2.13, 5.1
and 5.2 shall be deemed to be a reference to such Issuing Lender. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any L/C
Application or other document submitted by the Borrower to, or entered into by the Borrower with,
the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.




          (b) Each Standby L/C and Commercial L/C issued hereunder shall be issued for the account of
the Borrower and shall, among other things, (i) be denominated in Dollars and be in such form
requested by the Borrower as shall be acceptable to the Issuing Lender in its sole discretion, (ii)
provide for payments on a sight basis except that Commercial L/Cs having a tenor shorter than 180
days may provide for payment on a sight or time basis if the drafts are drawn on the Issuing Lender
and (iii) have an expiry date occurring not later one year (or such longer duration as may be
agreed by the Issuing Lender in its sole discretion) after the date of issuance of such Letter of
Credit and, in the case of Standby L/Cs, may be automatically renewed on its expiry date for an
additional period equal to the initial term, but in no case shall any Letter of Credit have an
expiry date occurring later than five business days prior to the Revolving Credit Termination Date.
Each L/C Application and each Letter of Credit shall be subject to the International Standby
Practices (ISP 98) or the Uniform Customs and Practice for Documentary Credits (UCP 500) of the
International Chamber of Commerce, as elected by the Issuing Lender, and, to the extent not
inconsistent therewith, the laws of the State of New York; provided, the Issuing Lender shall not
extend any such Letter of Credit if it has received written notice that an Event of Default has
occurred and is continuing at the time Issuing Lender must elect to allow such extension; provided,
further, in the event that the condition described in subsection 3.9(c) below exists, Issuing
Lender shall not be required to issue any Letter of Credit unless, at the Borrower’s option (x)
Issuing Lender has entered into arrangements reasonably satisfactory to it and to the Borrower to
eliminate Issuing Lender’s risk with respect to the participation in Letters of Credit of the
Non-Funding Lender, including by cash collateralizing such Non-Funding Lender’s pro rata share
(based on its Revolving Credit Commitment) of the L/C Usage; or (y) the aggregate Revolving Credit
Commitments hereunder shall be deemed and treated for all purposes hereof as reduced in an amount
equal to the Revolving Credit Commitment of each Non-Funding Lender for so long as such respective
Non-Funding Lender has not been replaced with






21









 







a Replacement Lender in accordance with subsection 3.14 or otherwise ceased to be a Revolving
Lender or ceased to be a Non-Funding Lender.




          2.5 Participating Interests. Effective in the case of each Standby L/C and Commercial
L/C (if applicable) as of the date of the opening thereof, the Issuing Lender agrees to allot and
does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and
irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application
(if applicable), an L/C Participating Interest in a percentage equal to such Lender’s Revolving
Credit Commitment Percentage.




          2.6 Procedure for Opening Letters of Credit. The Issuing Lender will notify the
Administrative Agent (and, upon receipt of such notification, the Administrative Agent will notify
each Lender) after the end of each calendar month of any L/C Applications received by the Issuing
Lender from the Borrower during such month. Upon receipt of any L/C Application from the Borrower,
the Issuing Lender will process such L/C Application, and the other certificates, documents and
other papers delivered to the Issuing Lender in connection therewith, in accordance with its
customary procedures and, subject to the terms and conditions hereof, shall promptly open such
Letter of Credit by issuing the original of such Letter of Credit to the beneficiary thereof and by
furnishing a copy thereof to the Borrower and, after the end of the calendar month in which such
Letter of Credit was opened, to the other Lenders; provided that no such Letter of Credit shall be
issued if subsection 2.1 would be violated thereby.




          2.7 Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon
demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application
relating thereto, (i) to reimburse the Issuing Lender for any payment made by the Issuing Lender
under any Letter of Credit issued for the account of the Borrower and (ii) to pay interest on any
unreimbursed portion of any such payment from the date of such payment until reimbursement in full
thereof at a rate per annum equal to (A) on or prior to the date which is one Business Day after
the day on which the Issuing Lender demands reimbursement from the Borrower for such payment, the
Alternate Base Rate plus the Applicable Margin for the Loans and (B) thereafter, the Alternate Base
Rate plus the Applicable Margin for the Loans plus 2%.




          (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not
reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in
accordance with the terms of the L/C Application relating to such Letter of Credit, the Issuing
Lender will promptly notify the Administrative Agent and, promptly upon receipt of such
notification, the Administrative Agent will notify each other Revolving Credit Lender. Forthwith
upon its receipt of any such notice, each such other Lender will transfer to the Issuing Lender, in
immediately available funds, an amount equal to such other Lender’s pro rata share (based on its
Revolving Credit Commitment) of the L/C Obligation arising from such unreimbursed payment.
Promptly, upon its receipt from such other Lender of such amount, the Issuing Lender will complete,
execute and deliver to such other Lender an L/C Participation Certificate dated the date of such
receipt and in such amount. If and to the extent such other Lender does not so transfer such amount
to the Issuing Lender, such other Lender will pay to the Issuing Lender forthwith on demand such
amount, together with interest thereon, for each day from such date until the date such amount is
paid to such Issuing Lender at the overnight Federal Funds Effective Rate for the first three days
and at the interest rate applicable to Loans that are Alternate Base Rate Loans for each day
thereafter. The failure of such Revolving Credit Lender to so transfer such amount shall not
relieve any other Revolving Credit Lender of its obligation hereunder to make available to the
Issuing Lender its pro rata share of the L/C Obligation arising from any such unreimbursed payment
on the date required as specified above, but no Revolving Credit Lender shall be responsible for
the failure of any other Revolving Credit Lender to so transfer such amount to the Issuing Lender.






22









 








          (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of
Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share
of the L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account
of such L/C Obligation or any payment of interest on account thereof, the Issuing Lender will
promptly distribute to the Administrative Agent such reimbursement or payment of interest and the
Administrative Agent, promptly upon receipt thereof will distribute such reimbursement or payment
to such other Lender its pro rata share thereof in like funds as received; provided that in the
event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as
the case may be) is required to be returned, such other Lender will return to the Issuing Lender
any portion thereof previously distributed by the Issuing Lender to it in like funds as such
reimbursement or payment is required to be returned by the Issuing Lender.




          (d) In determining whether to pay under any Letter of Credit, the Issuing Lender shall have no
obligation relative to the other Lenders other than to confirm that any documents required to be
delivered under such Letter of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by the Issuing Lender under or in connection with any Letter of Credit
issued by it shall not create for the Issuing Lender any resulting liability to the Borrower, any
other Credit Party, any Lender or any other Person unless such action is taken or omitted to be
taken with gross negligence or willful misconduct on the part of the Issuing Lender (as determined
by a court of competent jurisdiction in a final and non-appealable decision).




          2.8 Letter of Credit Fees. (a) In lieu of any letter of credit commissions and fees
provided for in any L/C Application relating to Standby or Commercial L/Cs (other than standard
issuance, amendment and payment and discrepancy fees, if any) the Borrower agrees to pay the
Administrative Agent, for the account of the Issuing Lender and the Participating Lenders letter of
credit fees equal to (x) the Applicable Margin for Loans that are Eurodollar Rate Loans, times (y)
the average aggregate daily maximum amount available to be drawn under all such Letters of Credit
(regardless of whether any conditions for drawing could then be met and determined as of the close
of business on any date of determination), payable, in arrears, on the last day of each fiscal
quarter of the Borrower. From such fees, the Issuing Lender shall retain for its own account a
fronting fee of 0.60% per annum on the undrawn and unexpired amount of each Letter of Credit. The
Administrative Agent will disburse any Letter of Credit fees received pursuant to this subsection
2.8(a) to the respective Lenders promptly following the receipt of any such fees. Notwithstanding
the foregoing, the Borrower agrees to pay standard issuance, amendment and payment and discrepancy
fees, if any, to the Issuing Lender.




          (b) For purposes of any payment of fees required pursuant to this subsection 2.8, the
Administrative Agent agrees to provide to the Borrower a statement of any such fees to be so paid;
provided that the failure by the Administrative Agent to provide the Borrower with any such invoice
shall not relieve the Borrower of its obligation to pay such fees.




          2.9 Letter of Credit Reserves. (a) If any Change in Law shall either (i) impose,
modify, deem or make applicable any reserve, special deposit, assessment or similar requirement
against letters of credit issued by the Issuing Lender or (ii) impose on the Issuing Lender any
other condition regarding this Agreement (with respect to Letters of Credit) or any Letter of
Credit, and the result of any event referred to in clause (i) or (ii) above shall be to increase
the cost of the Issuing Lender of issuing or maintaining any Letter of Credit (which increase in
cost shall be the result of the Issuing Lender’s reasonable allocation of the aggregate of such
cost increases resulting from such events), then, upon demand by the Issuing Lender, the Borrower
shall immediately pay to the Issuing Lender, from time to time as specified by the Issuing Lender,
additional amounts which shall be sufficient to compensate the Issuing Lender for such increased
cost, together with interest on each such amount from the date






23









 







demanded until payment in full thereof at a rate per annum equal to the rate applicable to
Alternate Base Rate Loans pursuant to subsection 3.5(b). The Borrower shall not be required to make
any payments to the Issuing Lender for any additional amounts pursuant to this subsection 2.9(a)
unless the Issuing Lender has given written notice to the Borrower of its intent to request such
payments prior to or within 60 days after the date on which the Issuing Lender became entitled to
claim such amounts. A certificate, setting forth in reasonable detail the calculation of the
amounts involved, submitted by the Issuing Lender to the Borrower concurrently with any such demand
by the Issuing Lender, shall be conclusive, absent manifest error, as to the amount thereof.




          (b) In the event that any Change in Law with respect to the Issuing Lender shall, in the
opinion of the Issuing Lender, require that any obligation under any Letter of Credit be treated as
an asset or otherwise be included for purposes of calculating the appropriate amount of capital to
be maintained by the Issuing Lender or any corporation controlling the Issuing Lender, and such
Change in Law shall have the effect of reducing the rate of return on the Issuing Lender’s or such
corporation’s capital, as the case may be, as a consequence of the Issuing Lender’s obligations
under such Letter of Credit to a level below that which the Issuing Lender or such corporation, as
the case may be, could have achieved but for such Change in Law (taking into account the Issuing
Lender’s or such corporation’s policies, as the case may be, with respect to capital adequacy) by
an amount deemed by the Issuing Lender to be material, then from time to time following notice by
the Issuing Lender to the Borrower of such Change in Law, within 15 days after demand by the
Issuing Lender, the Borrower shall pay to the Issuing Lender such additional amount or amounts as
will compensate the Issuing Lender or such corporation, as the case may be, for such reduction. The
Issuing Lender agrees that, upon the occurrence of any event giving rise to the operation of
paragraph (a) or (b) of this subsection 2.9 with respect to the Issuing Lender, it will, if
requested by the Borrower and to the extent permitted by law or by the relevant Governmental
Authority, endeavor in good faith to avoid or minimize the increase in costs or reduction in
payments resulting from such event; provided that such avoidance or minimization can be made in
such a manner that the Issuing Lender, in its sole determination, suffers no economic, legal or
regulatory disadvantage. The Borrower shall not be required to make any payments to the Issuing
Lender for any additional amounts pursuant to this subsection 2.9(b) unless the Issuing Lender has
given written notice to the Borrower of its intent to request such payments prior to or within 60
days after the date on which the Issuing Lender became entitled to claim such amounts. A
certificate, in reasonable detail setting forth the calculation of the amounts involved, submitted
by the Issuing Lender to the Borrower concurrently with any such demand by the Issuing Lender,
shall be conclusive, absent manifest error, as to the amount thereof.




          (c) The Borrower and each Participating Lender agree that the provisions of the foregoing
paragraphs (a) and (b) shall apply equally to each Participating Lender in respect of its L/C
Participating Interest in such Letter of Credit, as if the references in such paragraphs and
provisions referred to, where applicable, such Participating Lender or, in the case of paragraph
(b), any corporation controlling such Participating Lender.




          2.10 Further Assurances. The Borrower hereby agrees, from time to time, to do and
perform any and all acts and to execute any and all further instruments reasonably requested by the
Issuing Lender more fully to effect the purposes of this Agreement and the issuance of Letters of
Credit hereunder.




          2.11 Obligations Absolute. The payment obligations of the Borrower under this
Agreement with respect to the Letters of Credit shall be unconditional and irrevocable and shall be
paid strictly in accordance with the terms of this Agreement under all circumstances, including,
without limitation, the following circumstances:





24











 






     (a) the existence of any claim, set-off, defense or other right which the Borrower
or any of its Subsidiaries may have at any time against any beneficiary, or any transferee,
of any Letter of Credit (or any Persons for whom any such beneficiary or any such transferee
may be acting), the Issuing Lender, the Administrative Agent or any Lender, or any other
Person, whether in connection with this Agreement, any Credit Document, the transactions
contemplated herein, or any unrelated transaction;




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




     (c) payment by the Issuing Lender under any Letter of Credit against presentation of a
draft or certificate or other document which does not comply with the terms of such Letter of
Credit or is insufficient in any respect, except where such payment constitutes gross
negligence or willful misconduct on the part of the Issuing Lender as determined by a court
of competent jurisdiction; or




     (d) any other circumstances or happening whatsoever, whether or not similar to any of
the foregoing, except for any such circumstances or happening constituting gross negligence
or willful misconduct on the part of the Issuing Lender as determined by a court of competent
jurisdiction.



          2.12 Assignments. No Participating Lender’s participation in any Letter of Credit or
any of its rights or duties hereunder shall be subdivided, assigned or transferred (other than in
connection with a transfer of part or all of such Participating Lender’s Revolving Credit
Commitment in accordance with subsection 10.6(b)) without the prior written consent of the Issuing
Lender, which consent will not be unreasonably withheld. Such consent may be given or withheld
without the consent or agreement of any other Participating Lender. Notwithstanding the foregoing,
a Participating Lender may subparticipate its L/C Participating Interest without obtaining the
prior written consent of the Issuing Lender.



          2.13 Participations. The obligation of each Revolving Credit Lender to purchase
participating interests pursuant to subsection 2.5 shall be absolute and unconditional and shall
not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the Issuing Lender, the
Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an
Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the
Borrower; (iv) any breach of this Agreement by the Borrower or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.



          SECTION 3. GENERAL PROVISIONS APPLICABLE TO LOANS



          3.1 Procedure for Borrowing. (a) The Borrower may borrow under the Commitments on
any Business Day occurring prior to the Revolving Credit Commitment Termination Date; provided
that, with respect to any borrowing, the Borrower shall give the Administrative Agent irrevocable
notice, (such notice to be contained in a “Notice of Borrowing” in the form of
Exhibit I) (which notice must be received by the Administrative Agent (i) before 12:00 noon, New
York City time, three Business Days prior to the requested Borrowing Date if all or any part of the
Loans are to be Eurodollar Loans and (ii) before 2:00 P.M., New York City time, one Business Day
prior to the requested Borrowing Date if the borrowing is to be solely of Alternate Base Rate
Loans; provided that any such notice in respect of Loans to be made on the Closing Date may be
given at any time before 4:00 P.M. New York City time, one Business Day prior to the Closing Date)
specifying (A) the amount of the



25









 




borrowing, (B) whether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans
or a combination thereof and (C) if the borrowing is to be entirely or partly Eurodollar Loans, the
length of the Interest Period for such Eurodollar Loans. Upon receipt of such notice the
Administrative Agent shall promptly notify each affected Lender thereof. Not later than 12:00 noon,
New York City time, on the Borrowing Date specified in such notice, each affected Lender shall make
available to the Administrative Agent at the office of the Administrative Agent specified in
subsection 10.2 (or at such other location as the Administrative Agent may direct) an amount in
immediately available funds equal to the amount of the Loan to be made by such Lender. Loan
proceeds received by the Administrative Agent hereunder shall promptly be made available to the
Borrower by the Administrative Agent’s crediting the account of the Borrower, at the office of the
Administrative Agent specified in subsection 10.2, with the aggregate amount actually received by
the Administrative Agent from the Lenders and in like funds as received by the Administrative
Agent. The Loans made on the Closing Date shall be Alternate Base Rate Loans.




          (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant
to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all
Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole
multiple of $500,000 in excess thereof and (ii) no more than ten Interest Periods shall be in
effect at any one time.



          3.2 Conversion and Continuation Options. (a) Subject to subsection 3.12, the
Borrower may elect from time to time to convert Eurodollar Loans into Alternate Base Rate Loans by
giving the Administrative Agent irrevocable notice of such election, to be received by the
Administrative Agent prior to 12:00 noon, New York City time, at least three Business Days prior to
the proposed conversion date. The Borrower may elect from time to time to convert all or a portion
of the Alternate Base Rate Loans then outstanding to Eurodollar Loans by giving the Administrative
Agent irrevocable notice of such election, to be received by the Administrative Agent prior to
12:00 noon, New York City time, at least three Business Days prior to the proposed conversion date,
specifying the Interest Period selected therefor, and, if no Default or Event of Default has
occurred and is continuing, such conversion shall be made on the requested conversion date or, if
such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon
receipt of any notice pursuant to this subsection 3.2, the Administrative Agent shall promptly
notify each affected Lender thereof. All or any part of the outstanding Loans may be converted as
provided herein; provided that partial conversions of Alternate Base Loans shall be in the
aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and the
aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any one
Interest Period shall be at least $1,000,000 or a whole multiple of $500,000 in excess thereof.



          (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in
accordance with the applicable provisions of the term “Interest Period” set forth in subsection
1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no
Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is
continuing and the Administrative Agent or the Required Lenders have, by written notice to the
Borrower, determined that such a continuation is not appropriate, (ii) if, after giving effect
thereto, subsection 3.1(b) would be contravened or (iii) after the date that is one month prior to
the Revolving Credit Termination Date (in the case of continuations of Loans).



          3.3 Changes of Commitment Amounts. The Borrower shall have the right, upon not less
than three Business Days’ notice to the Administrative Agent, to terminate or from time to time to
permanently reduce the Revolving Credit Commitments, subject to the provisions of this subsection
3.3. Any such termination of the Revolving Credit Commitments shall be accompanied by prepayment in
full of the Loans and L/C Obligations then outstanding and by Cash Collateralization of any
outstanding



26









 




Letters of Credit on terms reasonably satisfactory to the Administrative Agent. Upon termination of
the Revolving Credit Commitments, any Letter of Credit then outstanding that has been so Cash
Collateralized shall no longer be considered a “Letter of Credit” as defined in subsection 1.1 and
any L/C Participating Interests heretofore granted by the Issuing Lender to the Lenders in such
Letter of Credit shall be deemed terminated (subject to automatic reinstatement in the event that
such cash collateral is returned and the Issuing Lender is not fully reimbursed for any such L/C
Obligations) but the Letter of Credit fees payable under subsection 2.8 shall continue to accrue to
the Issuing Lender and the Participating Lenders (or, in the event of any such automatic
reinstatement, as provided in subsection 2.8) with respect to such Letter of Credit until the
expiry thereof (provided that in lieu of paying a Letter of Credit fee pursuant to subsection 2.8
the Borrower shall pay to the Administrative Agent an amount equal to 0.60% per annum).




          (b) On any day on which an Asset Sale Offer or Excess Cash Flow Offer is consummated pursuant
to the Indenture, the Revolving Credit Commitments shall be permanently reduced by an amount, if
any, equal to the amount by which the Loans are repaid on such date in order that the aggregate
amount of Loans and L/C Obligations then outstanding equals $15,000,000.



          (c) In the case of termination of the Revolving Credit Commitments, interest accrued on the
amount of any prepayment relating thereto and any unpaid commitment fee accrued hereunder shall be
paid on the date of such termination. Any such partial reduction of the Revolving Credit
Commitments pursuant to subsection 3.3(a) above shall be in an amount of $500,000 or a whole
multiple of $100,000 in excess thereof and shall, in each case, reduce permanently the amount of
the Revolving Credit Commitments then in effect.



          3.4 Optional and Mandatory Prepayments; Repayments of Loans. Subject to subsection
3.12, the Borrower may at any time and from time to time prepay Loans, in whole or in part, without
premium or penalty, by irrevocable notice to the Administrative Agent by 10:00 A.M., New York City
time, on the same Business Day in the case of Alternate Base Rate Loans, and three Business Days’
irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date
and amount of prepayment. Upon receipt of such notice (which may be conditioned upon consummation
of a refinancing, change of control or other event) the Administrative Agent shall promptly notify
each Lender thereof. If such notice is given, the Borrower shall make such prepayment, and the
payment amount specified in such notice shall be due and payable, on the date specified therein.
Partial prepayments of Loans shall be in an aggregate principal amount equal to the lesser of (A)
$1,000,000, or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Loans or
(II) $500,000, or a whole multiple of $100,000 in excess thereof with respect to Alternate Base
Rate Loans and (B) the aggregate unpaid principal amount of the Loans, as the case may be.



          (b) (i) To the extent, if any, that the sum of the amount of the Loans and L/C Obligations
then outstanding and the amounts available to be drawn under outstanding Letters of Credit exceeds
the amount of the Revolving Credit Commitments as then in effect, the Borrower shall be required to
make a prepayment equal to such excess amount, the proceeds of which shall be applied,
first, to payment of the Loans then outstanding, second, to payment of any L/C
Obligations then outstanding, and third, to Cash Collateralize any outstanding Letters of
Credit on terms reasonably satisfactory to the Administrative Agent.



               (ii) Except as otherwise may be agreed by the Borrower, as agent for the Required Lenders, any
prepayment of Loans pursuant to this subsection 3.4 shall be applied, first, to any
Alternate Base Rate Loans then outstanding and the balance of such prepayment, if any, to the
Eurodollar Loans then outstanding (including to Cash Collateralize outstanding Letters of Credit).



27









 





          3.5 Interest Rates and Payment Dates. (a) Eurodollar Loans shall bear interest for
each day during each Interest Period applicable thereto, commencing on (and including) the first
day of such Interest Period to, but excluding, the last day of such Interest Period, on the unpaid
principal amount thereof at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin.



          (b) Alternate Base Rate Loans shall bear interest for the period from and including the date
such Loans are made to, but excluding, the maturity date thereof, or to, but excluding, the
conversion date if such Loans are earlier converted into Eurodollar Loans on the unpaid principal
amount thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable
Margin.



          (c) Except to the extent provided in clause (ii) below, (x) upon the occurrence and during the
continuance of any Default or Event of Default under subsections 8(a) or 8(f) or (y) upon the
occurrence and during the continuance of any Event of Default (if the Required Lenders so elect in
the case of (y) only), the unpaid principal amount of each outstanding Loan shall bear interest at
a rate per annum equal to the rate which is 2% in excess of the rate then borne by such Loans, (ii)
to the extent permitted by law, overdue interest in respect of each Loan shall bear interest at a
rate per annum equal to the rate which is 2% in excess of the rate then borne by such Loans and
(iii) all other overdue amounts (other than principal) payable hereunder and under any other Credit
Document shall bear interest at a rate per annum equal to the rate which is 2% in excess of the
rate applicable to Loans that are maintained as Alternate Base Rate Loans from time to time.
Interest that accrues under this subsection 3.5(c) shall be payable on demand.



          (d) Except as otherwise expressly provided for in this subsection 3.5 or subsections 3.3(b) or
3.4(b), interest shall be payable in arrears on each Interest Payment Date.



          3.6 Computation of Interest and Fees. (a) Interest in respect of Alternate Base Rate
Loans, at any time that the Alternate Base Rate is determined by reference to the Prime Rate, and
all fees hereunder shall be calculated on the basis of a 365 (or 366 as the case may be) day year
for the actual days elapsed. Interest in respect of Eurodollar Loans and in respect of Alternate
Base Rate Loans at any time that the Alternate Base Rate is determined by reference to the Federal
Funds Effective Rate shall be calculated on the basis of a 360 day year for the actual days
elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders
of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting
from a change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change in the Alternate Base Rate
is announced or such change in the Eurocurrency Reserve Requirements becomes effective, as the case
may be. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders
of the effective date and the amount of each such change.



          (b) Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error. The Administrative Agent shall, at the request of the Borrower, or any
Lender, deliver to the Borrower or such Lender a statement showing the quotations used by the
Administrative Agent in determining the Eurodollar Rate.



          3.7 Certain Fees



          (a) The Borrower agrees to pay to the Administrative Agent, for its own account, a
non-refundable agent’s fee in an amount previously agreed to with the Administrative Agent, payable
in advance on the Closing Date and on the first day of each fiscal year of the Borrower thereafter.



28









 





          (b) The Borrower agrees to pay to each Lender an upfront fee in an amount equal to 2.00% of
each Lender’s Revolving Credit Commitment, such fee to be due and payable on the Closing Date.



          3.8 Inability to Determine Interest Rate. In the event that the Administrative Agent
shall have determined (which determination shall be conclusive and binding upon the Borrower) that
(a) by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i)
proposed Loans that the Borrower has requested be made as Eurodollar Loans, (ii) any Eurodollar
Loans that will result from the requested conversion of all or part of the Alternate Base Rate
Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an
additional Interest Period, or (b) dollar deposits in the relevant amount and for the relevant
period with respect to any such Eurodollar Loan are not generally available to the Lenders in their
respective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall
forthwith give telecopy or e-mail notice of such determination, confirmed in writing, to the
Borrower and the Lenders at least one day prior to, as the case may be, the requested Borrowing
Date, the conversion date or the last day of such Interest Period. If such notice is given (i) any
requested Eurodollar Loans shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate
Loans that were to have been converted to Eurodollar Loans shall be continued as Alternate Base
Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted on the last day of the
then current Interest Period applicable thereto into Alternate Base Rate Loans. Until such notice
has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made and no
Alternate Base Rate Loans shall be converted to Eurodollar Loans.



          3.9 Pro Rata Treatment and Payments. (a) Except to the extent otherwise provided
herein, each borrowing of Loans by the Borrower from the Lenders and any reduction of the
Commitments of the Lenders hereunder shall be made pro rata according to the Revolving Credit
Commitment Percentages of the Lenders with respect to the Loans borrowed or the Commitments to be
reduced.



          (b) Whenever any payment received by the Administrative Agent under this Agreement or the
Notes or any other Credit Document is insufficient to pay in full all amounts then due and payable
to the Administrative Agent and the Lenders under this Agreement:




     (i) If the Administrative Agent has not received a Payment Sharing Notice (or, if the
Administrative Agent has received a Payment Sharing Notice but the Event of Default specified
in such Payment Sharing Notice has been cured or waived in accordance with the provisions of
this Agreement), such payment shall be distributed by the Administrative Agent and applied by
the Administrative Agent and the Lenders in the following order: first, to the
payment of fees and expenses due and payable to the Administrative Agent under and in
connection with this Agreement and the other Credit Documents; second, to the payment
of all expenses due and payable under subsection 10.5, ratably among the Lenders in
accordance with the aggregate amount of such payments owed to each such Lender;
third, to the payment of fees due and payable under subsections 2.2 and 2.8, ratably
among the Lenders in accordance with the Revolving Credit Commitment Percentage of each
Lender of the Commitment for which such payment is owed and, in the case of the Issuing
Lender, the amount retained by the Issuing Lender for its own account pursuant to subsection
2.8; fourth, to the payment of interest then due and payable on the Loans and the L/C
Obligations ratably in accordance with the aggregate amount of interest owed to each such
Lender; and fifth, to the payment of the principal amount of the Loans and the L/C
Obligations which is then due and payable ratably among the Lenders in accordance with the
aggregate principal amount owed to each such Lender; or



29









 






     (ii) If the Administrative Agent has received a Payment Sharing Notice which remains in
effect, all payments received by the Administrative Agent under this Agreement or the Notes
shall be distributed by the Administrative Agent and applied by the Administrative Agent and
the Lenders in the following order: first, to the payment of all amounts described in
clauses “first” through “third” of the foregoing clause (i) in the order set
forth therein; second, to the payment of the interest accrued on all Loans and L/C
Obligations, regardless of whether any such amount is then due and payable, ratably among the
Lenders in accordance with the aggregate accrued interest plus the aggregate principal amount
of all Loans and L/C Obligations then due and payable and owed to such Lender; and
third, to the payment of the principal amount of all Loans and L/C Obligations,
regardless of whether any such amount is then due and payable, ratably among the Lenders in
accordance with the aggregate principal amount owed to such Lender.



          (c) If any Lender (a “Non-Funding Lender”) has (x) failed to make a Loan required to
be made by it hereunder, and the Administrative Agent has determined that such Lender is not likely
to make such Loan or (y) given notice to the Borrower or the Administrative Agent that it will not
make, or that it has disaffirmed or repudiated any obligation to make, any Loan, in each case
whether by reason of the provisions of the Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended, or otherwise, (i) any payment made on account of the principal of the
Loans outstanding shall be made as follows:




     (A) in the case of any such payment made on any date when and to the extent that in the
determination of the Administrative Agent the Borrower would be able under the terms and
conditions hereof to reborrow the amount of such payment under the Commitments and to satisfy
any applicable conditions precedent set forth in Section 5 to such reborrowing, such payment
shall be made on account of the outstanding Loans held by the Lenders other than the
Non-Funding Lender pro rata according to the respective outstanding principal
amounts of the Loans of such Lenders; and




     (B) otherwise, such payment shall be made on account of the outstanding Loans held by
the Lenders pro rata according to the respective outstanding principal
amounts of such Loans; and




(ii) any payment made on account of interest on the Loans shall be made pro
rata according to the respective amounts of accrued and unpaid interest due and payable
on the Loans with respect to which such payment is being made. The Borrower agrees to give the
Administrative Agent such assistance in making any determination pursuant to subparagraph (i)(A)
of this paragraph as the Administrative Agent may reasonably request. Any such determination by
the Administrative Agent shall be conclusive and binding on the Lenders.



          (d) All payments (including prepayments) to be made by the Borrower on account of principal,
interest and fees shall be made without set-off or counterclaim and shall be made to the
Administrative Agent, for the account of the Lenders not later than 2:00 p.m. (New York time) on
the date due at the office designated by the Administrative Agent in lawful money of the United
States and in immediately available funds; for purposes of computing interest and fees, funds
received by the Administrative Agent after that time on such due date shall be deemed to have been
paid by on the next succeeding Business Day. The Administrative Agent shall promptly distribute
such payments in accordance with the provisions of subsection 3.9(b) upon receipt in like funds as
received. If any payment hereunder (other than payments on Eurodollar Loans) would become due and
payable on a day other than a Business Day, such payment shall become due and payable on the next
succeeding Business Day and, with respect to payments of principal, interest thereon shall be
payable at the then applicable



30









 




rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next succeeding Business
Day (and with respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension), unless the result of such extension would be to extend such
payment into another calendar month in which event such payment shall be made on the immediately
preceding Business Day.




          (e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount which would constitute its Revolving Credit
Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative
Agent may assume that such Lender is making such amount available to the Administrative Agent in
accordance with subsection 3.1 and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to
the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily
average Federal Funds Effective Rate for the period until such Lender makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this subsection 3.9(e) shall be conclusive absent
manifest error. If such Lender’s Revolving Credit Commitment Percentage of such borrowing is not
in fact made available to the Administrative Agent by such Lender within three Business Days of
such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with
interest thereon at the rate per annum applicable to Alternate Base Rate Loans hereunder (in lieu
of any otherwise applicable interest), on demand, from the Borrower, without prejudice to any
rights which the Borrower or the Administrative Agent may have against such Lender hereunder.
Nothing contained in this subsection 3.9 shall relieve any Lender which has failed to make
available its ratable portion of any borrowing hereunder from its obligation to do so in accordance
with the terms hereof.



          (f) The failure of any Lender to make the Loan to be made by it on any Borrowing Date shall
not relieve any other Lender of its obligation, if any, hereunder to make its Loan on such
Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the
Loan to be made by such other Lender on such Borrowing Date.



          (g) All payments and optional prepayments (other than prepayments as set forth in subsection
3.11(A) with respect to increased costs) of Eurodollar Loans hereunder shall be in such amounts and
be made pursuant to such elections so that, after giving effect thereto, the aggregate principal
amount of all Eurodollar Loans with the same Interest Period shall not be less than $1,000,000 or a
whole multiple of $500,000 in excess thereof.



          (h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity
of the Obligations shall have been accelerated pursuant to Section 8, all payments or proceeds
received by the Administrative Agent hereunder in respect of any of the Obligations shall be
applied in accordance with the application arrangements described in the Intercreditor Agreement.



          3.10 Illegality. Notwithstanding any other provision herein, if any Change in Law
occurring after the date that any lender becomes a Lender party to this Agreement shall (a) make it
unlawful for such Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or
(b) make it impracticable for such Lender to make or maintain Eurodollar Loans as contemplated by
this Agreement, as a result of contingencies occurring after the date hereof which materially and
adversely affect the London interbank market or the position of such Lender in that market, then
the commitment of such Lender hereunder to make Eurodollar Loans or to convert all or a portion of
Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended until such time, if
any, as such illegality shall no longer exist and such Lender’s Loans then outstanding as
Eurodollar Loans, if any, shall be converted



31









 




automatically to Alternate Base Rate Loans for the duration of the respective Interest Periods (or,
if permitted by applicable law, at the end of such Interest Periods) and all payments of principal
which would otherwise be applied to such Eurodollar Loans shall be applied instead to such Lender’s
Alternate Base Rate Loans. The Borrower hereby agrees to pay any Lender, promptly upon its demand,
any amounts payable pursuant to subsection 3.12 in connection with any conversion in accordance
with this subsection 3.10 (such Lender’s notice of such costs, as certified in reasonable detail as
to such amounts to the Borrower through the Administrative Agent, to be conclusive absent manifest
error).




          3.11 Requirements of Law; Taxes (A) (a) In the event that any Change in Law or
compliance by any Lender with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority occurring after the date that any lender
becomes a Lender party to this Agreement:




     (i) does or shall subject any such Lender or its Eurodollar Lending Office to any Tax
with respect to this Agreement, the Notes or any Eurodollar Loans made by it, or change the
basis of taxation of payments to such Lender or its Eurodollar Lending Office of principal,
the commitment fee, interest or any other amount payable hereunder (except for (x) net income
and franchise taxes imposed on the net income of such Lender or its Eurodollar Lending Office
by the jurisdiction under the laws of which such Lender is organized or any political
subdivision or taxing authority thereof or therein, or by any jurisdiction in which such
Lender’s Eurodollar Lending Office is located or any political subdivision or taxing
authority thereof or therein, including changes in the rate of tax on the overall net income
of such Lender or such Eurodollar Lending Office, (y) taxes resulting from the substitution
of any such system by another system of taxation; provided that the taxes payable by Lenders
subject to such other system of taxation are not generally charged to borrowers from such
Lenders having loans or advances bearing interest at a rate similar to the Eurodollar Rate)
and (z) Taxes addressed by subsection 3.11(B);




     (ii) does or shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or other
liabilities in or for the account of, advances or loans by, or other credit extended by, or
any other acquisition of funds by, any office of such Lender which are not otherwise included
in the determination of the Eurodollar Rate; or




     (iii) does or shall impose on such Lender or its Eurodollar Lending Office any other
condition;


and the result of any of the foregoing is to increase the cost to such Lender or its
Eurodollar Lending Office of making, converting, renewing or maintaining advances or extensions of
credit or to reduce any amount receivable hereunder, in each case, in respect of its Eurodollar
Loans, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such additional cost or reduced amount
receivable which such Lender deems to be material as determined by such Lender with respect to such
Eurodollar Loans, together with interest on each such amount from the date demanded until payment
in full thereof at a rate per annum equal to the Alternate Base Rate plus 1%.




          (b) In the event that any Change in Law occurring after the date that any lender becomes a
Lender party to this Agreement with respect to any such Lender shall, in the opinion of such
Lender, require that any Commitment of such Lender be treated as an asset or otherwise be included
for purposes of calculating the appropriate amount of capital to be maintained by such Lender or
any corporation controlling such Lender, and such Change in Law shall have the effect of reducing
the rate of return on such Lender’s or such corporation’s capital, as the case may be, as a
consequence of such



32









 




Lender’s obligations hereunder to a level below that which such Lender or such corporation, as the
case may be, could have achieved but for such Change in Law (taking into account such Lender’s or
such corporation’s policies, as the case may be, with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time following notice by such Lender to the
Borrower of such Change in Law as provided in paragraph (c) of this subsection 3.11(A), within 15
days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such corporation on an after-tax basis, as the case may
be, for such reduction.




          (c) The Borrower shall not be required to make any payments to any Lender for any additional
amounts pursuant to this subsection 3.11(A) unless such Lender has given written notice to the
Borrower, through the Administrative Agent, of its intent to request such payments prior to or
within 60 days after the date on which such Lender became entitled to claim such amounts. If any
Lender has notified the Borrower through the Administrative Agent of any increased costs pursuant
to paragraph (a) of this subsection 3.11(A), the Borrower at any time thereafter may, upon at least
three Business Days’ notice to the Administrative Agent (which shall promptly notify the Lenders
thereof), and subject to subsection 3.12, prepay (or convert into Alternate Base Rate Loans) all
(but not a part) of the Eurodollar Loans then outstanding. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of paragraph (a) of this subsection 3.11(A)
with respect to such Lender, it will, if requested by the Borrower to the extent permitted by law
or by the relevant Governmental Authority, endeavor in good faith to avoid or minimize the increase
in costs or reduction in payments resulting from such event (including, without limitation,
endeavoring to change its Eurodollar Lending Office); provided, that such avoidance or minimization
can be made in such a manner that such Lender, in its sole determination, suffers no economic,
legal or regulatory disadvantage. If any Lender requests compensation from the Borrower under this
subsection 3.11(A), the Borrower may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender thereafter to make or continue Loans of the Type with
respect to which such compensation is requested, or to convert Loans of any other Type into Loans
of such Type, until the Requirement of Law giving rise to such request ceases to be in effect;
provided that such suspension shall not affect the right of such Lender to receive the compensation
so requested.



          3.11(B) (a) Any and all payments made by the Borrower or any Guarantor hereunder or under any
Credit Document shall be made free and clear of and without deduction or withholding for any and
all Taxes, but excluding Taxes imposed on or measured by the recipient’s net income and franchise
taxes imposed in lieu of net income taxes, by a jurisdiction (or political subdivision or taxing
authority thereof or therein) under the laws of which such Lender or the Administrative Agent (as
the case may be) is organized or, in the case of a Lender, has its applicable lending office and
(Y) Taxes imposed under Sections 1471 through 1474 of the Code (“FATCA”) with respect to
payments made to a Lender or the Administrative Agent pursuant to the Credit Documents (such
non-excluded Taxes being called “Indemnified Taxes”). For purposes of this Agreement, the
future effective date of FATCA shall not be considered a Change in Law. In the event that any
withholding or deduction from or in respect of any payment under any Credit Document is required in
respect of any Taxes pursuant to any applicable law then the Borrower will, or will cause each
relevant Guarantor to, (i) make such required withholding or deduction and pay directly to the
relevant authority the full amount required to be so withheld or deducted in accordance with
applicable law, (ii) promptly forward to the Administrative Agent documentation reasonably
satisfactory to the Administrative Agent evidencing such payment to such authority and (iii) in the
case of any deduction or withholding for or on account of any Indemnified Taxes, pay to the
Administrative Agent for the account of the Lenders and the Administrative Agent such additional
amount or amounts as are necessary to ensure that the net amount actually received by each Lender
or the Administrative Agent (as the case may be), after making all required withholdings and
deductions (including withholdings and deductions applicable to additional sums payable under this
subsection



33









 




3.11(B)), will equal the full amount such Lender or the Administrative Agent (as the case may be)
would have received had no such withholding or deduction been required.




          (b) In addition, Borrower or the relevant Guarantor (as applicable) will pay any present or
future stamp or documentary taxes or any other excise, property, intangible, mortgage, recording or
similar taxes, charges or similar levies of any jurisdiction, and all liabilities (including for
penalties and interest) arising therefrom or with respect thereto, in each case arising from any
payment made under any Credit Document or from the execution, delivery or registration of, or
otherwise with respect to, any Credit Document (collectively, “Other Taxes”).



          (c) The Borrower or the relevant Guarantor (as applicable) will indemnify each Lender and the
Administrative Agent, as the case may be, for the full amount of Indemnified Taxes and Other Taxes
(including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable
under this subsection 3.11(B)) paid by such Lender or Administrative Agent (as the case may be),
whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted. This
indemnification shall be made within 20 days after the date such Lender or Administrative Agent (as
the case may be) makes written demand therefor. Such written demand shall set forth the amount of
such indemnification, and shall be presumed to be correct in the absence of manifest error.
Neither the Borrower nor any relevant Guarantor shall be obliged to make a payment to any Lender or
the Administrative Agent pursuant to subsection 3.11(B)(a) or (b) in respect of any penalties or
interest attributable to any Indemnified Taxes and Other Taxes if such penalties or interest are
attributable to the gross negligence or willful misconduct of such Lender or Administrative Agent.
After a Lender or the Administrative Agent receives notice of the imposition of the Indemnified
Taxes or Other Taxes that are subject to this subsection 3.11(B), such Lender or Agent will act in
good faith to promptly notify the Borrower of its obligations thereunder; provided, that
the failure to provide such notice shall not relieve the Borrower of the Borrower’s obligation to
indemnify such Lender or Administrative Agent pursuant to this subsection 3.11(B). For purposes of
this subsection 3.11, a distribution hereunder by the Administrative Agent to or for the account of
any Lender or the Administrative Agent shall be deemed a payment by the Borrower.



          As soon as practical after the date of any payment of Indemnified Taxes or Other Taxes by the
Borrower or any Guarantor, as applicable, pursuant to this subsection 3.11(B), the Borrower or the
Guarantors (as applicable) will furnish to the Administrative Agent, evidence of such payment
reasonably satisfactory to the Administrative Agent. If the Borrower or the relevant Guarantor (as
applicable) fails to remit to the Administrative Agent, for the account of the respective Lenders
and the Administrative Agent, such documentary evidence, the Borrower shall indemnify the Lenders
and the Administrative Agent for any incremental taxes, interest, penalties or other costs
(including reasonable attorneys’ fees and expenses) that may become payable by any Lender or the
Administrative Agent as a result of any such failure.



          (d) Each Lender (and in case of an Assignee on the date it becomes a Lender) that is a United
States Person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower, with a
copy to the Administrative Agent, U.S. Internal Revenue Service Form W-9 or such other
documentation or information prescribed by applicable laws or reasonably requested by the Borrower
or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case
may be, to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Each Lender (and in case of an Assignee on the date it becomes a Lender)
that is not a United States Person (as defined in Section 7701(a)(30) of the Code) for federal
income tax purposes either (1) in the case of a Lender that is a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (i) represents to Borrower (for the benefit of the Borrower and
the Administrative Agent) that under applicable law and treaties no taxes are required to be
withheld by the Borrower or the Administrative



34









 




Agent with respect to any payments to be made to such Lender in respect of the Loans or the L/C
Participating Interests, (ii) agrees to furnish to the Borrower, with a copy to the Administrative
Agent, either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form
W-8BEN (wherein such Lender claims entitlement to complete exemption from U.S. federal withholding
tax on all interest payments hereunder) and (iii) agrees (for the benefit of the Borrower and the
Administrative Agent), to the extent it may lawfully do so at such times, to provide the Borrower,
with a copy to the Administrative Agent, a new Form W-8ECI or Form W-8BEN upon the expiration or
obsolescence of any previously delivered form and comparable statements in accordance with
applicable U.S. laws and regulations and amendments duly executed and completed by such Lender, and
to comply from time to time with all applicable U.S. laws and regulations with regard to such
withholding tax exemption or (2) in the case of a Lender that is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (i) agrees to furnish to the Borrower, with a copy to the
Administrative Agent, (A) a certificate substantially in the form of Exhibit E (any such
certificate, a “Subsection 3.11(B)(d)(2) Certificate”) and (B) two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN, certifying to such
Lender’s legal entitlement at the Closing Date (or, in the case of an Assignee, on the date it
becomes a Lender) to an exemption from U.S. withholding tax under the provisions of Section 881(c)
of the Code with respect to all payments to be made under this Agreement, and (ii) agrees, to the
extent legally entitled to do so, upon reasonable request by the Borrower, to provide to the
Borrower (for the benefit of the Borrower and the Administrative Agent) such other forms as may be
required in order to establish the legal entitlement of such Lender to an exemption from
withholding with respect to payments under this Agreement. Notwithstanding any provision of this
subsection 3.11(B) to the contrary, the Borrower shall have no obligation to pay any amount to or
for the account of any Lender (or the Eurodollar Lending Office of any Lender) on account of any
Indemnified Taxes pursuant to this subsection 3.11(B), to the extent that such amount results from
(i) the failure of any Lender to comply with its obligations pursuant to this subsection 3.11(B)(d)
or (ii) any representation made or deemed to be made by any Lender pursuant to this subsection
3.11(B)(d) proving to have been incorrect, false or misleading in any material respect when so made
or deemed to be made, except where such Lender’s failure to comply with its obligations pursuant to
subsection 3.11B(d) or any such incorrect, false or misleading representation made or deemed to
have been made by such Lender results from a Change of Law after the Closing Date. Notwithstanding
anything to the contrary contained elsewhere in this Agreement, but subject to the immediately
preceding sentence, the Borrower agrees to pay additional amounts and to indemnify each Lender in
the manner set forth in subsection 3.11(B)(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as a
result of any Change in Law after the Closing Date relating to the deducting or withholding of
income or similar Taxes. The Borrower shall not be required to increase any amounts payable to any
Lender or Assignee with respect to any Indemnified Taxes that are United States withholding taxes
imposed on amounts payable to such Lender or Assignee at the time such Lender or its Assignee
becomes a party to this Agreement, except to the extent that such Lend
er’s assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the Borrower with respect
to such Indemnified Taxes pursuant to this subsection 3.11(B).




          (e) A certificate in reasonable detail as to any amounts submitted by such Lender, through the
Administrative Agent, to the Borrower, shall be conclusive in the absence of manifest error. The
covenants contained in this subsection 3.11 shall survive the termination of this Agreement and
repayment of the Loans.



          3.12 Indemnity. The Borrower agrees to indemnify each Lender and to hold such Lender
harmless from any loss or expense (but without duplication of any amounts payable as default
interest) which such Lender may sustain or incur as a consequence of (a) default by the Borrower in
payment of the principal amount of or interest on any Eurodollar Loans of such Lender, including,
but not limited to, any the loss or expense arising from interest or fees payable by such Lender to
lenders of funds



35









 




obtained by it in order to make or maintain its Eurodollar Loans hereunder, (b) default by the
Borrower in making a borrowing after the Borrower has given a notice in accordance with subsection
3.1 or in making a conversion of Alternate Base Rate Loans to Eurodollar Loans or in continuing
Eurodollar Loans as such, in either case, after the Borrower has given notice in accordance with
subsection 3.2, (c) default by the Borrower in making any prepayment after the Borrower has given a
notice in accordance with subsection 3.4 or (d) a payment or prepayment of a Eurodollar Loan or
conversion (including without limitation, as a result of subsection 3.4 and/or a conversion
pursuant to subsection 3.10) of any Eurodollar Loan into an Alternate Base Rate Loan, in either
case on a day which is not the last day of an Interest Period with respect thereto, including, but
not limited to, any such loss or expense arising from interest or fees payable by such Lender to
lenders of funds obtained by it in order to maintain its Eurodollar Loans hereunder (but excluding
loss of profit). This covenant shall survive termination of this Agreement and repayment of the
Loans.




          3.13 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan of such Lender on the Revolving Credit Termination Date. The Borrower
hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per annum and on the
dates set forth in subsection 3.5.



          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from
time to time, including the amounts of principal and interest payable and paid to such Lender from
time to time under this Agreement.



          (c) The Administrative Agent shall maintain the Register pursuant to subsection 10.6(b)(iv),
and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan
made hereunder, the Type thereof and each Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the Borrower to the
Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent
hereunder from the Borrower and the Lender’s share thereof.



          (d) The entries made in the Register and the accounts of each Lender maintained pursuant to
subsection 3.13(b) shall, to the extent permitted by applicable law, be prima facie
evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided
that the failure of any Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of the Borrower to
repay (with applicable interest) the Loans made to the Borrower by such Lender or to repay any
other obligations in accordance with the terms of this Agreement.



          (e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, it
will execute and deliver to such Lender a promissory note evidencing the Loans of such Lender,
substantially in the form of Exhibit A with appropriate insertions as to date and principal amount
(a “Note”).



          3.14 Replacement of Lenders. In the event that any Lender or the Issuing Lender (w) is
a Non-Funding Lender, (x) exercises its rights pursuant to subsection 3.10 or requests payments
pursuant to subsections 2.9 or 3.11 or (y) refuses to consent to any amendment or waiver under any
Credit Document which pursuant to the terms of subsection 10.1 requires the consent of all Lenders
or all affected Lenders and with respect to which the Required Lenders shall have granted their
consent (a “Non-Consenting Lender”), the Borrower may require, at its own expense
(including payment of any



36









 




processing fees under subsection 10.6(b)) and subject to subsection 3.12, such Lender or the
Issuing Lender to assign, at par plus accrued interest and fees, without recourse (in accordance
with subsection 10.6) all of its interests, rights and obligations hereunder (including all of its
Commitments and the Loans and other amounts at the time owing to it hereunder and under its Note
and its interest in the Letters of Credit) to a bank, financial institution or other entity
specified by the Borrower (a “Replacement Lender”); provided that (i) such assignment shall
be made in accordance with subsection 10.6(b) (except as otherwise provided in this subsection) and
shall not conflict with or violate any law, rule or regulation or order of any court or other
Governmental Authority, (ii) the Borrower shall have received the written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, to such assignment
(provided that no such consent shall be required for any such assignment to a Lender, an Affiliate
of a Lender or an Approved Fund), (iii) the Borrower shall have paid to the assigning Lender or the
Issuing Lender all monies other than principal, interest and fees accrued and owing hereunder to it
(including pursuant to subsections 2.9, 3.10, 3.11 and 3.12) and (iv) in the case of a required
assignment by the Issuing Lender, the Letters of Credit shall be canceled and returned to the
Issuing Lender.




          3.15 Reliance on Representation of the Borrower. The Borrower hereby agrees that the
Administrative Agent and the Lenders may rely on any representation, warranty, certificate, notice,
document or telephone request which purports to be executed or made, and which the Administrative
Agent or the Lenders in good faith believe to have been executed or made, by the Borrower or any of
its authorized officers, and the Borrower further agrees to indemnify and hold the Administrative
Agent and the Lenders harmless for any action, including the making of the borrowings hereunder,
and any loss or expense, taken or incurred by any of them as a result of their good faith reliance
upon any such representation, warranty, certificate, notice, document or telephone request.



          SECTION 4. REPRESENTATIONS AND WARRANTIES



          In order to induce the Lenders to enter into this Agreement and to make the Loans and to
induce the Issuing Lender to issue, and the Participating Lenders to participate in, the Letters of
Credit, each Borrower hereby represents and warrants to each Lender and the Administrative Agent as
of the Closing Date and as of the making of any extension of credit hereunder:



          4.1 Financial Condition



          (a) The audited consolidated balance sheet of Bermuda Holdings and its consolidated
Subsidiaries as at February 22, 2009, and the related consolidated statements of income and of cash
flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified
report from PricewaterhouseCoopers, present fairly, in all material respects, the consolidated
financial condition of Bermuda Holdings and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the fiscal year then
ended. All such financial statements have been prepared in accordance with GAAP consistently
applied throughout the periods involved (except as approved by such accountants and disclosed
therein).



          (b) The unaudited consolidated balance sheet of Bermuda Holdings and its consolidated
Subsidiaries as at November 22, 2009, and the related unaudited consolidated statements of income
and cash flows for the nine-month period ended on such date, copies of which have heretofore been
furnished to each Lender, present fairly, in all material respects, the consolidated financial
condition of Bermuda Holdings and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the nine-month period
then ended, subject to normal year-end adjustments. All such financial statements, including the
related schedules thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by the aforementioned firm of accountants and
disclosed therein). Bermuda Holdings and its



37









 




Subsidiaries as of November 22, 2009 did not have, and since such date and prior to the Closing
Date did not incur, assume or create, any material Contingent Obligations, contingent liabilities
and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap or exchange transaction or other obligation in
respect of derivatives, that are not reflected in the most recent financial statements referred to
in this paragraph or in the financial statements referred to in paragraph (a) of this subsection
(other than foreign exchange transactions in the ordinary course of business as permitted by
subsection 7.8).




          (c) The unaudited consolidated pro forma balance sheet of Bermuda Holdings and its
consolidated Subsidiaries, as of November 22, 2009, certified by a Responsible Officer of Bermuda
Holdings (the “Pro Forma Balance Sheet”), copies of which have been furnished to
each Lender, is the unaudited balance sheet of Bermuda Holdings and its consolidated Subsidiaries
adjusted to give effect (as if such events had occurred on such date) to (i) the Refinancing, (ii)
the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as
the case may be, on the Closing Date, (iii) the issuance of the Senior Secured Notes on the Closing
Date and (iv) the incurrence of all other Indebtedness that Bermuda Holdings and its consolidated
Subsidiaries expect to incur, and the payment of all amounts Bermuda Holdings and its consolidated
Subsidiaries expect to pay, in connection with the Transactions. The Pro Forma Balance Sheet was
prepared based on good faith assumptions in accordance with GAAP and is based on information
believed by Bermuda Holdings to be reasonable and correct as of the date of delivery thereof and
presents fairly, in all material respects, on a pro forma basis the financial position of Bermuda
Holdings and its consolidated Subsidiaries as of November 22, 2009, as adjusted, as described
above, assuming that the events specified in the preceding sentence had actually occurred as of
such date.



          (d) The Projections delivered to the Administrative Agent and the Lenders prior to the Closing
Date have been prepared in good faith and are based on assumptions believed to be reasonable when
such Projections were prepared, it being recognized by the Lenders, however, that projections as to
future events are not to be viewed as facts and that the actual results during the period or
periods covered by the Projections may differ from the projected results included in such
Projections.



          (e) On and as of the Closing Date and each Borrowing Date and after giving effect to the
Transactions and to all Indebtedness (including the Loans and the Senior Secured Notes) being
incurred or assumed and Liens created by the Credit Parties in connection therewith on such date,
(i) the sum of the fair value of the assets, at a fair valuation, of each Credit Party and its
Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the sum of the
present fair salable value of the assets of each Credit Party and its Subsidiaries (taken as a
whole) will exceed its or their respective debts, (iii) each Credit Party and its Subsidiaries
(taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not
believe that it or they will incur, debts beyond its or their respective ability to pay such debts
as such debts mature, and (iv) each Credit Party and its Subsidiaries (taken as a whole) will have
sufficient capital with which to conduct its or their respective businesses. For purposes of this
subsection 4.1(e), “debt” means any liability on a claim, and “claim” means (a) right to payment,
whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to
an equitable remedy for breach of performance if such breach gives rise to a payment, whether or
not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured
liability.



          4.2 No Change. (a) Since February 22, 2009, no event, change or effect has occurred
and is continuing (other than, in each case, as described in (x) the default letter delivered by
the Borrower to the administrative agent under the Original First Lien Credit Agreement on March 9,
2010, or (y) the



38









 




default letter delivered by the Borrower to the administrative agent under the Second Lien Credit
Agreement on March 9, 2010) which has had, or would reasonably be expected to have, a Material
Adverse Effect and (b) no dividends or other distributions have been declared, paid or made upon
the Capital Stock of Bermuda Holdings or Stratus Bermuda nor has any of the Capital Stock of
Bermuda Holdings or Stratus Bermuda been redeemed, retired, repurchased or otherwise acquired for
value by Bermuda Holdings, Stratus Bermuda or any of their Subsidiaries, except as permitted under
this Agreement.




          4.3 Existence; Compliance with Law. Bermuda Holdings and each of its Subsidiaries (a)
is duly organized and validly existing under the laws of the jurisdiction of its incorporation
except to the extent the failure of any Tier 2 Foreign Entity or immaterial Tier 1 Foreign Entity
or Domestic Entity to be duly authorized and validly existing, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect, (b) has full power and
authority and possesses all governmental franchises, licenses, permits, authorizations and
approvals necessary to enable it to use its corporate name and to own, lease or otherwise hold its
properties and assets and to carry on its business as presently conducted other than such
franchises, licenses, permits, authorizations and approvals the lack of which, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) is duly
qualified and in good standing (to the extent such concept is applicable in the applicable
jurisdiction) to do business in each jurisdiction in which the nature of its business or the
ownership, leasing or holding of its properties makes such qualification necessary, except such
jurisdictions where the failure so to qualify would not reasonably be expected to have a Material
Adverse Effect and (d) is in compliance with all applicable statutes, laws, ordinances, rules,
orders, permits and regulations of any governmental authority or instrumentality, domestic or
foreign (including, without limitation, those related to Hazardous Materials and substances),
except where noncompliance would not reasonably be expected to have a Material Adverse Effect.
Neither Bermuda Holdings nor any of its Subsidiaries has received any written communication from a
Governmental Authority that alleges that any such Person is not in compliance with federal, state,
local or foreign laws, ordinances, rules and regulations except to the extent such noncompliance,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.



          4.4 Power; Authorization. Each Credit Party has the power and authority to make,
deliver and perform each of the Credit Documents to which it is a party, and the Borrower has the
power and authority and legal right to borrow hereunder and to have Letters of Credit issued for
its account hereunder. Each Credit Party has taken all necessary action to authorize the
execution, delivery and performance of each of the Credit Documents to which it is or will be a
party and the Borrower has taken all necessary action to authorize the borrowings hereunder and the
issuance of Letters of Credit for its account hereunder. No consent or authorization of, or filing
with, any Person (including, without limitation, any Governmental Authority) is required in
connection with the execution, delivery or performance by any Credit Party, or for the validity or
enforceability in accordance with its terms against any Credit Party, of any Credit Document except
for consents, authorizations and filings which have been obtained or made and are in full force and
effect and except (i) such consents, authorizations and filings, the failure to obtain or perform
(x) which would not reasonably be expected to have a Material Adverse Effect and (y) which would
not adversely affect the validity or enforceability of any of the Credit Documents, and (ii) such
filings as are necessary to perfect the Liens of the Lenders created pursuant to this Agreement and
the Security Documents.



          4.5 Enforceable Obligations. This Agreement has been, and each of the other Credit
Documents has been or will be, duly executed and delivered on behalf of each Credit Party that is
party thereto. This Agreement and each of the other Credit Documents constitute the legal, valid
and binding obligation of each Credit Party that is party thereto, and is enforceable against each
Credit Party that is party thereto in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency,



39









 




reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at
law).




          4.6 No Legal Bar. The execution, delivery and performance of each Credit Document,
the incurrence or issuance of and use of the proceeds of the Loans and of drawings under the
Letters of Credit and the transactions contemplated by the Credit Documents, (a) will not violate
any Requirement of Law or any Contractual Obligation applicable to or binding upon Bermuda Holdings
or any of its Subsidiaries or any of their respective properties or assets, in any manner which,
individually or in the aggregate, (i) would give rise to any liability on the part of the
Administrative Agent or any Lender or (ii) would have a Material Adverse Effect, and (b) will not
result in the creation or imposition of any Lien on any of its properties or assets pursuant to any
Requirement of Law applicable to it, as the case may be, or any of its Contractual Obligations,
except for the Liens arising under the Security Documents and other Permitted Liens.



          4.7 No Material Litigation. Other than as set forth on Schedule 4.7, (i) no litigation
by, investigation known to the Borrower by, or proceeding of, any Governmental Authority is pending
against Bermuda Holdings or any of its Subsidiaries with respect to the validity, binding effect or
enforceability of any Credit Document, the Loans made hereunder, the use of proceeds thereof, or of
any drawings under a Letter of Credit and the other transactions contemplated hereby and (ii) no
lawsuits, claims, proceedings or investigations are pending or, to the best knowledge of the
Borrower, threatened against or affecting Bermuda Holdings or any of its Subsidiaries or any of
their respective properties, assets, operations or businesses (including after giving effect to the
Transactions), in which there is a probability of an adverse determination, and is reasonably
likely, if adversely decided, to have a Material Adverse Effect.



          4.8 Investment Company Act. Neither Bermuda Holdings nor any of its Subsidiaries is an
“investment company” or a company “controlled” by an “investment company” (as each of the quoted
terms is defined or used in the Investment Company Act of 1940, as amended).



          4.9 Use of Proceeds; Federal Regulation



          (a) All proceeds of the Loans and the Letters of Credit will be used for the working capital
and general corporate purposes of the Borrower and its Subsidiaries.



          (b) No part of the proceeds of any of the Loans or any drawing under a Letter of Credit will
be used for any purpose which violates the provisions of Regulation T, U or X of the Board. Neither
Bermuda Holdings nor any of its Subsidiaries is engaged or will engage, principally or as one of
its important activities, in the business of extending credit for the purpose of “purchasing” or
“carrying” any “margin stock” within the respective meanings of each of the quoted terms under said
Regulation U.



          4.10 No Default. Bermuda Holdings and each of its Subsidiaries (a) have performed all
material obligations required to be performed by them under their respective Contractual
Obligations and they are not (with or without the lapse of time or the giving of notice, or both)
in breach or default in any respect thereunder, except to the extent that such breach or default
would not reasonably be expected to have a Material Adverse Effect and (b) are not in default under
any material judgment, order or decree of any Governmental Authority, domestic or foreign,
applicable to it or any of its respective properties, assets, operations or business, except to the
extent that any such defaults would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.



          4.11 Taxes. Bermuda Holdings and each of its Subsidiaries has filed or caused to be
filed all material tax returns which, to the knowledge of the Borrower, are required to be filed
and has



40









 




paid all taxes shown to be due and payable on said returns or on any assessments made against it or
any of its property and all other taxes, fees or other charges imposed on it or any of its property
by any Governmental Authority (other than any the amount of which is currently being contested in
good faith by appropriate proceedings and with respect to which reserves (or other sufficient
provisions) in conformity with GAAP have been provided on the books of Bermuda Holdings or its
Subsidiaries, as the case may be); and, to the knowledge of the Borrower, no tax Lien has been
filed, and, no written claim is being asserted, with respect to any such tax, fee or other charges.




          4.12 Subsidiaries. The Subsidiaries of Bermuda Holdings as of the Closing Date and
their jurisdictions of incorporation are as set forth on Schedule 4.12.



          4.13 Ownership of Property; Liens. As of the Closing Date and as of the making of any
extension of credit hereunder (subject to transfers and dispositions of property permitted under
subsection 7.5), Bermuda Holdings and each of its Subsidiaries has good and valid title to all of
its respective material assets (other than real property or interests in real property) in each
case free and clear of all mortgages, liens, security interests or encumbrances of any nature
whatsoever except Permitted Liens. With respect to real property or interests in real property, as
of the Closing Date, Bermuda Holdings and each of its Subsidiaries has (i) fee title to all of the
real property listed on Schedule 4.13 under the heading “Fee Properties” (each, a “Fee
Property”), and (ii) good and valid title to the leasehold estates in all of the real property
leased by it and, in the case of any such leasehold estates located in the United States with a
base aggregate annual rent in excess of $100,000, listed on Schedule 4.13 under the heading “Leased
Properties” (each, a “Leased Property”), in each case, free and clear of all
mortgages, liens, security interests, easements, covenants, rights-of-way and other similar
restrictions of any nature whatsoever, except (A) Permitted Liens and (B) as to Leased Property,
the terms and provisions of the respective lease therefor, including, without limitation, the
matters set forth on Schedule 4.13, and any matters affecting the fee title and any estate superior
to the leasehold estate related thereto. The Fee Properties and the Leased Properties constitute,
as of the Closing Date, all of the real property owned in fee or leased by Bermuda Holdings and its
Subsidiaries in the United States (other than leased Real Property the combined base aggregate
annual rent of which does not exceed $100,000).



          4.14 ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding
standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred
during the five-year period prior to the date on which this representation is made or deemed made
with respect to any Plan, and each Plan has complied during such period in all respects with its
terms and he applicable provisions of ERISA and the Code except for any noncompliance that would
not result in a material liability to Bermuda Holdings or any of its Subsidiaries. None of Bermuda
Holdings, any of its Subsidiaries or any Commonly Controlled Entity has been involved in any
transaction, and no condition exists, that would cause Bermuda Holdings or any of its Subsidiaries
to be subject to material liability with respect to a Plan to which Bermuda Holdings or any of its
Subsidiaries or any Commonly Controlled Entity contributed or was obligated to contribute during
the six-year period ending on the date this representation is made or deemed made; or incurred any
material liability under Title IV of ERISA which would become or remain a material liability of
Bermuda Holdings or any of its Subsidiaries after the Closing Date. No termination of a Single
Employer Plan has occurred, and no Lien with respect to a Plan has arisen, during such five-year
period that has not been satisfied in full. The present value of all accrued benefits under each
Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last
annual valuation date prior to the date on which this representation is made or deemed made, exceed
the value of the assets of such Plan allocable to such accrued benefits by an amount which, if it
became a liability of Bermuda Holdings or any of its Subsidiaries, would be a material liability.
Neither Bermuda Holdings, nor any of its Subsidiaries nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan that resulted in a liability that has
not been satisfied in full, and neither Bermuda Holdings, nor any of its Subsidiaries nor any
Commonly



41









 




Controlled Entity would become subject to any liability under ERISA if Bermuda Holdings or any of
its Subsidiaries or any such Commonly Controlled Entity were to withdraw completely from all
Multiemployer Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made, in either case that would result in a material liability to
Bermuda Holdings or any of its Subsidiaries. To the knowledge of Bermuda Holdings, no such
Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial
and other assumptions which are reasonable in respect of the benefits provided and the employees
participating) of the liability of Bermuda Holdings, its Subsidiaries and each Commonly Controlled
Entity for post retirement benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the
aggregate, exceed the assets under all such Plans allocable to such benefits by an amount which, if
it became a liability of Bermuda Holdings or any of its Subsidiaries, would be a material liability
except to the extent that such liability is properly reflected on Bermuda Holdings’ financial
statements. For purposes of this subsection 4.14, a material liability shall mean a liability
exceeding $5,000,000. No Plan has applied for or received a waiver of the minimum funding standard
(within the meaning of Section 412 of the Code or Section 302 of ERISA) or an extension of any
amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA.
No proceedings have been instituted to terminate or appoint a trustee to administer any Single
Employer Plan.




          4.15 Collateral Agreements. (a) Upon execution and delivery thereof by the parties
thereto, the Collateral Agreement will be effective to create in favor of the Administrative Agent,
for the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), a legal,
valid and enforceable security interest in the Collateral described therein and the proceeds
thereof. In the case of Pledged Stock described in the Collateral Agreement, when stock
certificates representing or constituting such Pledged Stock are delivered to the Administrative
Agent, and in the case of the other Collateral described in the Collateral Agreement, when
financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed
in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the
existence of Permitted Liens, constitute first liens on, and perfected security interests in, all
rights, title and interest of the Credit Parties in such Collateral (except to the extent that a
security interest cannot be perfected therein by the filing of a financing statement or the taking
of possession under the Uniform Commercial Code of the relevant jurisdiction), as security for the
Obligations.



          (b) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage delivered
pursuant to subsection 6.9 will be effective to create in favor of the Administrative Agent, for
the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the
collateral described therein, and upon recording the Mortgages in the jurisdictions in which the
property covered by such Mortgage is located (and/or such other actions as may be required under
the relevant local law in respect of foreign mortgages and which are to be performed pursuant to
subsection 6.9(d)), such security interests will, subject to the existence of Permitted Liens,
constitute first liens on, and perfected security interests in, all rights, title and interest of
the debtor party thereto in the collateral described therein.



          4.16 Copyrights, Patents, Permits, Trademarks and Licenses. Schedule 4.16 sets forth a
true and complete list as of the Closing Date of all material registered trademarks, trade names,
service marks, patents, pending patent applications and registered copyrights and applications
therefor owned, used or filed by or licensed to Bermuda Holdings and its Subsidiaries and, with
respect to registered trademarks (if any), contains a list of all jurisdictions in which such
trademarks are registered or applied for and all registration and application numbers. Except as
set forth on Schedule 4.16, Bermuda Holdings or one of its Subsidiaries owns or has the right to
use, registered trademarks, trade names, service marks, patents, pending patent applications and
copyrights and applications therefor referred to in such Schedule. Except as set forth on Schedule
4.16, to the best knowledge of Borrower, no claims are pending by any Person with respect to the
ownership, validity, enforceability of Bermuda Holdings’ or any Subsidiary’s



42









 




use of any such registered trademarks, trade names, service marks, patents, pending patent
applications and copyrights, or applications therefor, challenging or questioning the validity or
effectiveness of any of the foregoing, in any jurisdiction, domestic or foreign, except to the
extent such claims would not reasonably be expected to have a Material Adverse Effect.




          4.17 Environmental Matters. Except insofar as any exceptions to the following,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect:




     (a) to the best knowledge of the Borrower, the properties owned, leased, or otherwise
operated by Bermuda Holdings or any of its Subsidiaries do not contain, and have not
previously contained, in, on or under, including, without limitation, the soil and
groundwater thereunder, any Hazardous Materials in amounts, concentrations or conditions that
constitute or constituted a violation of, or could reasonably give rise to liability under,
Environmental Laws or otherwise result in costs to Bermuda Holdings or any of its
Subsidiaries;




     (b) to the best knowledge of the Borrower, the properties owned or leased, or otherwise
operated by Bermuda Holdings or any of its Subsidiaries and all operations and facilities at
such properties are in compliance with all Environmental Laws, and there is no contamination
or violation of any Environmental Law which could interfere with the continued operation of,
or impair the fair saleable value of, such property;




     (c) neither Bermuda Holdings nor any of its Subsidiaries has received or is aware of any
written complaint, notice of violation, alleged violation, or notice of investigation or of
potential liability (including, without limitation, as relates to any potentially responsible
party status) under Environmental Laws or with respect to any Hazardous Materials with regard
to Bermuda Holdings or its Subsidiaries, nor does Bermuda Holdings or any of its Subsidiaries
have knowledge that any such action is being contemplated, considered or threatened;




     (d) to the best knowledge of the Borrower, Hazardous Materials have not been generated,
treated, stored or disposed of at, on or under any properties presently or formerly owned,
leased, or otherwise operated by Bermuda Holdings or any of its Subsidiaries, nor have any
Hazardous Materials been transported from any such property, or come to be located at any
other property, in violation of or in a manner that could reasonably give rise to liability
under any Environmental Laws; and




     (e) there are no governmental, administrative, or judicial actions or proceedings
pending or, to the best knowledge of the Borrower, threatened under any Environmental Law to
which Bermuda Holdings or any of its Subsidiaries is a party, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements, other than permits authorizing operations by Bermuda
Holdings or any of its Subsidiaries, outstanding relating to compliance with or liability
under any Environmental Law.



          4.18 Accuracy and Completeness of Information. The factual statements contained in the
financial statements referred to in subsection 4.1, the Credit Documents (including the schedules
thereto) and any other certificates or documents furnished or to be furnished to the Administrative
Agent or the Lenders from time to time in connection with this Agreement, taken as a whole, do not
and will not, to the best knowledge of the Borrower, as of the date when made, contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein not misleading in light of the circumstances in which the same were
made, all except as otherwise qualified herein or therein, such knowledge qualification being given
only with respect to factual statements made by Persons other than the Borrower or any of its
Subsidiaries; provided that with respect



43









 




to projected financial information, the Borrower represents only that such information has been and
will be prepared in good faith based upon assumptions (in accordance with GAAP) believed by the
Borrower to be reasonable at the time.




     4.19 Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) Neither Bermuda Holdings
nor any of its Subsidiaries is in violation of any Requirement of Law relating to terrorism or
money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on
Terrorist Financing, effective September 24, 2001 (the
“Executive Order”), and the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”).



          (b) Neither Bermuda Holdings nor any of its Subsidiaries is any of the following:




          (i) a person that is listed in the annex to, or is otherwise subject to the provisions
of, the Executive Order;




          (ii) a person owned or controlled by, or acting for or on behalf of, any person that is
listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;




          (iii) a person with which any Lender is prohibited from dealing or otherwise engaging in
any transaction by any Anti-Terrorism Law;




          (iv) a person that commits, threatens or conspires to commit or supports “terrorism” as
defined in the Executive Order; or




          (v) a person that is named as a “specially designated national and blocked person” on
the most current list published by the U.S. Treasury Department Office of Foreign Assets
Control (“OFAC”) at its official website or any replacement website or other
replacement official publication of such list.



          (c) Neither Bermuda Holdings nor any of its Subsidiaries (i) conducts any business or engages
in making or receiving any contribution of funds, goods or services to or for the benefit of any
person described in subsection 4.19(b), (ii) deals in, or otherwise engages in any transaction
relating to, any property or interests in property blocked pursuant to the Executive Order, or
(iii) engages in or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law.



          (d) Neither Bermuda Holdings nor any of its Subsidiaries, nor any director or officer thereof,
has, in the course of its actions for, or on behalf of, Bermuda Holdings or its Subsidiaries,
directly or indirectly (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (ii) made any direct or
indirect unlawful payment to any foreign or domestic government official or employee from corporate
funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.



          SECTION 5. CONDITIONS PRECEDENT



          5.1 Conditions to Initial Loans and Letters of Credit. The obligation of each Lender
to make its Loans, and the obligation of the Issuing Lender to issue any Letter of Credit, on the
Closing Date are subject to the satisfaction, or waiver by such Lender, immediately prior to or
concurrently with



44









 




the making of such Loans or the issuance of such Letters of Credit, as the case may be, of the
following conditions:





     (a) Agreement; Notes. The Administrative Agent shall have received (i) a
counterpart of this Agreement for each Lender, duly executed and delivered by a duly
authorized officer of each of the Administrative Agent, the Syndication Agent, each Lender
and the Borrower and (ii) for the account of each Revolving Credit Lender requesting the same
pursuant to subsection 4.13, a Note of the Borrower conforming to the requirements hereof and
executed by a duly authorized officer of the Borrower.




     (b) PATRIOT Act. The Administrative Agent shall have received all documentation
and other information required by bank regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, and under or in respect of
applicable Anti-Terrorism Laws including the Executive Order and the Patriot Act.




     (c) Senior Secured Notes. (i) The Borrower and Stratus Bermuda shall have
received gross cash proceeds of not less than $207,281,500 from the issuance of the Senior
Subordinated Notes in a public offering or in a Rule 144A or other private placement to one
or more holders. (ii) The Administrative Agent shall have received an executed copy of the
Indenture and all other documentation governing the Senior Secured Notes which shall be
reasonably satisfactory to it (provided that the terms and conditions of the Senior Secured
Notes contained in the preliminary offering memorandum dated March 23, 2010 in respect of
such Senior Secured Notes are satisfactory to the Administrative Agent).




     (d) Second Lien Facility Amendment. The Administrative Agent shall have received
executed copies of the Second Lien Facility Amendment and all documentation relating thereto,
in form and substance reasonably satisfactory to it, and all conditions precedent to the
effectiveness of the Second Lien Facility Amendment shall have been satisfied such that the
Second Lien Facility Amendment shall have become effective in accordance with its terms.




     (e) Intercreditor Agreement. The Administrative Agent shall have received the
Intercreditor Agreement executed and delivered by the parties thereto.




     (f) Consummation of the Refinancing.




          (i) On or prior to the Closing Date, the commitments under the Original First Lien
Credit Agreement shall have been terminated, all loans thereunder shall have been repaid in
full, together with interest thereon, all letters of credit issued thereunder shall have been
terminated, or supported hereunder by Letters of Credit, and all other amounts owing pursuant
to the Original First Lien Credit Agreement shall have been repaid in full, in each case
using the gross cash proceeds received from the issuance and sale of the Senior Secured
Notes, and the Administrative Agent shall have received evidence in form, scope and substance
reasonably satisfactory to it that the matters set forth in this subsection have been
satisfied at such time.




          (ii) On or prior to the Closing Date, the creditors under the Original First Lien Credit
Agreement shall have terminated and released all Liens on the Capital Stock of and assets
owned by Bermuda Holdings and its Subsidiaries, and the Administrative Agent shall have
received all such releases as may have been requested by it, which releases shall be in form
and substance reasonably satisfactory to the Administrative Agent.




45












 






     (g) Financial Statements. The Administrative Agent shall have received the
Pro Forma Balance Sheet, together with a certificate of the Borrower to the effect that such
Pro Forma Balance Sheet fairly presents in all material respects the pro forma financial
position of Bermuda Holdings and its consolidated Subsidiaries and was prepared in good
faith, and the financial statements described in subsection 4.1.




     (h) Fees. The Agents, the Lead Arranger and the Lenders shall have received all
fees, expenses and other consideration presented for payment required to be paid or delivered
on or before the Closing Date.




     (i) Lien Searches; Lien Perfection. (i) The Administrative Agent shall have
received substantially all of the results of a search of Uniform Commercial Code, tax and
judgment filings made with respect to Bermuda Holdings and its Subsidiaries in the
jurisdictions set forth on Schedule 4.15(b) with respect to which it has requested such
search, together with copies of financing statements disclosed by such searches and such
searches shall disclose no Liens on any assets encumbered by any Security Document, except
for Liens permitted hereunder or, if unpermitted Liens are disclosed, the Administrative
Agent shall have received reasonably satisfactory evidence of the release of such Liens and
(ii) the Administrative Agent shall have received each document (including any Uniform
Commercial Code financing statements), necessary or, in the opinion of the Administrative
Agent, desirable to perfect the Liens created by the Security Documents, in proper form for
filing; provided that the Administrative Agent may, in the reasonable exercise of its
discretion, consent to an extension of time with respect to any such document or action
relating to the perfection of Liens in Collateral located in or governed by the laws of a
jurisdiction other than the United States or a political subdivision thereof.




     (j) Subsidiary Guaranty, Collateral Agreement; Pledged Stock; Pledged Notes. The
Administrative Agent shall have received (i) the Subsidiary Guaranty, (ii) the Collateral
Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor, (iii) the
Bermuda Holdings Pledge Agreement executed and delivered by Bermuda Holdings, (iv) the
Stratus Bermuda Cyprus Pledge Agreement and the Stratus Bermuda Irish Law Pledge Agreement
executed and delivered by Stratus Bermuda, (v) an Acknowledgement and Consent in the form
attached to the Collateral Agreement, executed and delivered by each Issuer (as defined
therein), if any, that is not a Credit Party, (vi) the certificates, if any, representing the
shares of Capital Stock pledged pursuant to the Collateral Agreement, the Bermuda Holdings
Pledge Agreement, the Stratus Bermuda Cyprus Law Pledge Agreement and the Stratus Bermuda
Irish Law Pledge Agreement, respectively, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor thereof and (vii)
the Pledged Notes, together with an undated allonge for each such Pledged Note executed in
blank by a duly authorized officer of the pledgor thereof.




     (k) Indebtedness. After giving pro forma effect to the Transactions, Bermuda
Holdings and its Subsidiaries shall have no (i) outstanding preferred stock and (ii)
Indebtedness other than any Indebtedness permitted under subsection 7.1 hereof.




     (l) Legal Opinions. The Administrative Agent shall have received, dated the
Closing Date and addressed to the Administrative Agent and the Lenders, an opinion of (i)
Gibson, Dunn & Crutcher LLP, counsel to the Credit Parties, in substantially the form of
Exhibit F, (ii) Mouaimis & Mouaimis, special Cyprus counsel to SRA Technologies Cyprus
Limited, in substantially the form of Exhibit G-1, (iii) A&L Goodbody, special Ireland
counsel to Stratus Technologies Ireland Limited, in substantially the form of Exhibit G-2,
and (iv) Cox Hallett Wilkinson, special Bermuda Counsel to Bermuda Holdings and Stratus
Bermuda, in substantially the form of Exhibit G-3, in



46









 






each case, with such changes thereto as may be approved by the Administrative Agent and its
counsel.




     (m) Closing Certificate. The Administrative Agent shall have received a closing
certificate of the Borrower, each other Credit Party, Bermuda Holdings and Stratus Bermuda,
dated the Closing Date, in substantially the form of Exhibits H-1, H-2, H-3 and H-4,
respectively, with appropriate insertions and attachments, in form and substance satisfactory
to the Administrative Agent and its counsel, executed by the President or any Vice President
and the Secretary or any Assistant Secretary (or other appropriate officers or
representatives) of the Borrower, each other Credit Party, Bermuda Holdings and Stratus
Bermuda, respectively.




     (n) Solvency Certificate. The Administrative Agent shall have received a
certificate of the chief financial officer of the Borrower in form and substance reasonably
satisfactory to it which shall document the solvency of Bermuda Holdings and its Subsidiaries
taken as a whole, after giving pro forma effect to the consummation of the Transactions and
the other transactions and related financings contemplated hereby.




     (o) Insurance. The Administrative Agent shall have received (i) a schedule
describing all insurance maintained by Bermuda Holdings and its respective Subsidiaries
pursuant to subsection 6.5 and (ii) binders or certificates of insurance (or other customary
evidence as to the obtaining and maintenance by Bermuda Holdings of such insurance) for each
policy set forth on such schedule insuring against casualty and other usual and customary
risks.




     (p) Maximum Leverage Ratio. As of the Closing Date and after giving pro forma
effect to the Transactions, the ratio of (i) all Consolidated Indebtedness (net of
unrestricted cash and Cash Equivalents) of Bermuda Holdings and its Subsidiaries to (ii)
Consolidated EBITDA for each of the (x) twelve-month period ended November 22, 2009 and (y)
twelve-month period ended February 28, 2010, shall be no greater than 5.40: 1:00.




     (q) Consents and Approvals. All necessary governmental and other third party
authorizations, consents, approvals or waivers required in connection with the execution,
delivery and performance by the Credit Parties, and the validity and enforceability against
the Credit Parties, of the Credit Documents to which any of them is a party, or otherwise in
connection with the transactions contemplated by the Credit Documents, shall have been
obtained or made and remain in full force and effect, and Bermuda Holdings and its
Subsidiaries shall not be subject to any contractual or other restrictions that would be
violated by the transactions contemplated hereby, including the granting of security
interests and guarantees required by this Agreement (except where the failure to do so would
not reasonably be expected to have a Material Adverse Effect).



          5.2 Conditions to All Loans and Letters of Credit. The obligation of each Lender to
make any Loan and the obligation of the Issuing Lender to issue any Letter of Credit is subject to
the satisfaction of the following conditions precedent on the relevant Borrowing Date:





     (a) Notice of Borrowing. The Administrative Agent shall have received a Notice of
Borrowing as required by subsection 3.1(a) (or such notice shall have been deemed given in
accordance with subsection 3.1(a)) or, in the case of the issuance, amendment, extension or
renewal of a Letter of Credit, the Administrative Agent shall have received a notice
requesting the issuance, amendment, extension or renewal of such Letter of Credit as required
by subsection 2.4(a).



47









 






     (b) Representations and Warranties. Each of the representations and warranties
made in or pursuant to Section 4 or which are contained in any other Credit Document shall be
true and correct in all material respects on and as of the date of such Loan or of the
issuance of such Letter of Credit as if made on and as of such date (unless stated to relate
to a specific earlier date, in which case, such representations and warranties shall be true
and correct in all material respects as of such earlier date).




     (c) No Default or Event of Default. No Default or Event of Default shall have
occurred and be continuing on such Borrowing Date or after giving effect to such Loan to be
made or such Letter of Credit to be issued on such Borrowing Date.


Each borrowing hereunder and the issuance of each Letter of Credit by the Issuing Lender hereunder
shall constitute a representation and warranty by the Borrower as of the date of such borrowing or
issuance that the conditions in clauses (a), (b) and (c) of this subsection 5.2 have been
satisfied.




          5.3 Post-Closing Actions. Notwithstanding anything to the contrary contained in this
Agreement or the other Credit Documents, the parties hereto acknowledge and agree that the actions
set forth in Schedule 5.3 (the “Post-Closing Actions”) shall have been taken within the
time periods prescribed therein.




          (b) All conditions precedent, covenants and representations contained in this Agreement and
the other Credit Documents shall be deemed modified (and, in the case of conditions precedent,
waived) to the extent necessary to effect the foregoing (and to permit the taking of the actions
described in Schedule 5.3 within the time periods required therein, rather than as elsewhere
provided in the Credit Documents), provided that to the extent any representation and warranty in
this Agreement or any other Credit Document would not be true because such actions were not taken
on the Closing Date, the respective representation and warranty shall be required to be true and
correct in all material respects at the time the respective action is taken (or was required to be
taken) in accordance with the foregoing provisions of this subsection 5.3 and Schedule 5.3 (unless
stated to relate to a specific earlier date, in which case, such representations and warranties
shall be true and correct in all material respects at such time as of such earlier date). The
acceptance of the benefits of each Borrowing Date shall constitute a representation, warranty and
covenant by the Borrower to the Administrative Agent and each of the Lenders that the actions
required pursuant to Schedule 5.3 will be, or have been, taken within the relevant time periods
referred to therein and that, at such time as such actions will be, or have been taken, all
representations and warranties contained in this Agreement and the other Credit Documents shall
then be true and correct in all material respects without any modification pursuant to this
subsection 5.3 (unless stated to relate to a specific earlier date, in which case, such
representations and warranties shall be true and correct in all material respects at such time as
of such earlier date), and the parties hereto acknowledge and agree that the failure to take any of
the actions required under Schedule 5.3, within the relevant time periods required therein, shall
give rise to an immediate Event of Default pursuant to this Agreement.




          SECTION 6. AFFIRMATIVE COVENANTS




          Bermuda Holdings hereby agrees that, so long as the Commitments remain in effect, any Loan,
Note or L/C Obligation remains outstanding and unpaid, any amount (unless cash in an amount equal
to such amount has been deposited to a cash collateral account established by the Administrative
Agent) remains available to be drawn under any Letter of Credit or any other amount is owing to any
Lender or the Administrative Agent hereunder or
under any of the other Credit Documents, it shall, and, in the case of the agreements
contained in subsections 6.3 through 6.6, and 6.8 through 6.9, Bermuda Holdings and the Borrower
shall cause each of their Subsidiaries to:







48









 








          6.1 Financial Statements. Furnish to the Administrative Agent (which furnishing may
be made to the Administrative Agent via a secured internet web page or via delivery of a hard copy
to the Administrative Agent with sufficient copies for each Lender which the Administrative Agent
shall promptly furnish to each Lender):





     (a) as soon as available, but in any event within 95 days after the end of each fiscal year of
Bermuda Holdings, a copy of the audited consolidated balance sheet of Bermuda Holdings and its
consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated
statements of stockholders’ equity and cash flows and the audited consolidated statements of income
of Bermuda Holdings and its Subsidiaries for such fiscal year, setting forth in each case in
comparative form the figures for the previous year and, in the case of the consolidated balance
sheet referred to above, reported on, without a “going concern” or like qualification or exception,
or qualification arising out of the scope of the audit, or qualification which would affect the
computation of financial covenants, by independent certified public accountants of nationally
recognized standing;




     (b) as soon as available, but in any event not later than 50 days after the end of each of the
first three quarterly periods of each fiscal year of Bermuda Holdings, the unaudited consolidated
balance sheet of Bermuda Holdings and its Subsidiaries as at the end of each such quarter and the
related unaudited consolidated statements of income and cash flows of Bermuda Holdings and its
Subsidiaries for such quarterly period and the portion of the fiscal year of Bermuda Holdings
through such date, setting forth in each case in comparative form the figures for the corresponding
quarter in, and year to date portion of, the previous year, and the figures for such periods in the
budget prepared by the Borrower and furnished to the Administrative Agent, certified by the chief
financial officer, controller or treasurer of the Borrower as being fairly stated in all material
respects (subject to normal year-end audit adjustments);




     (c) as soon as available, but in any event not later than 45 days after the beginning of each
fiscal year of Bermuda Holdings after the Closing Date, a preliminary consolidated operating budget
for Bermuda Holdings and its Subsidiaries taken as a whole; and as soon as available, any material
revision to or any final revision of any such preliminary annual operating budget or any such
consolidated operating budget; 


     (d) concurrently with the delivery of financial statements pursuant
to subsection 6.1(a) or (b), a certificate of the chief financial officer or treasurer of the
Borrower setting forth, in reasonable detail, the computations of Capital Expenditures as of the
last day of the fiscal period covered by such financial statements, and the Interest Coverage Ratio
as of such last day (whether or not a Covenant Compliance Period is then in effect);




     (e) all such financial statements to be complete and correct in all material respects
(subject, in the case of interim statements, to normal year-end audit adjustments) and to be
prepared in reasonable detail and (except in the case of the statements referred to in paragraphs
(c) and (d) of this subsection 6.1) in accordance with GAAP;




     (f) as soon as available, but in any event not later than 35 days after the end of the first
and second month of each quarter following the Closing Date, an unaudited summary financial report
of Bermuda Holdings and its Subsidiaries as at the end of each such period providing key metrics of
the business; and




     (g) no later than ten (10) Business Days following delivery of the Borrower’s annual financial
statements pursuant to clause (a) above or delivery of the Borrower’s quarterly financial



49









 






statements pursuant to clause (b) above, as the case may be, participate in a telephonic
meeting with the Administrative Agent and Lenders at such time as may be agreed to by the
Borrower and the Administrative Agent in order to provide a business update to Lenders.



          6.2 Certificates; Other Information. Furnish to the Administrative Agent (with
sufficient copies for each Lender, which the Administrative Agent shall promptly deliver to each
Lender):





     (a) concurrently with the delivery of the consolidated financial statements referred to in
subsection 6.1(a), a letter from the independent certified public accountants reporting on such
financial statements stating that in making the examination necessary to express their opinion on
such financial statements no knowledge was obtained of any Default or Event of Default under
subsections 3.3(b), 3.4(b), 7.1, 7.3 and 7.5 through 7.10, insofar as such subsections relate to
accounting matters, except as specified in such letter;




     (b) within 15 days of the delivery of the financial statements referred to in subsections
6.1(a) and (b) (except that the certificate referred to in clause (iii) below shall be delivered
concurrently with such financial statements), a certificate of the chief financial officer or
treasurer of the Borrower (A) stating that, to the best of such officer’s knowledge upon due
inquiry, during such period (i) no Subsidiary has been formed or acquired (or, if any such
Subsidiary has been formed or acquired, the relevant entity has complied with the requirements of
subsection 6.9 with respect thereto), (ii) neither Bermuda Holdings nor any of its Subsidiaries has
changed its name or its jurisdiction of organization without complying with the requirements of
this Agreement and the Security Documents with respect thereto, (iii) each of Bermuda Holdings and
its Subsidiaries has observed or performed all of its respective covenants and other agreements,
and satisfied every material condition, contained in this Agreement, the Notes and the other Credit
Documents to be observed, performed or satisfied by it, and that such officer has obtained no
knowledge of any Default or Event of Default except as specified in such certificate, (B) showing
in detail as of the end of the related fiscal period the figures and calculations supporting such
statement in respect of clause (e) of subsection 7.1, clauses (b) and (e) of subsection 7.3 and
subsections 7.6 through 7.10 and any other calculations reasonably requested by the Administrative
Agent with respect to the quantitative aspects of the other covenants contained herein, (C) if not
specified in the financial statements delivered pursuant to subsection 6.1, specifying the
aggregate amount of interest paid or accrued by Bermuda Holdings and its Subsidiaries, and the
aggregate amount of depreciation, depletion and amortization charged on the books of Bermuda
Holdings and its Subsidiaries, during such accounting period, and (D) identifying any owned Real
Property of Bermuda Holdings or a Subsidiary of Bermuda Holdings acquired during such accounting
period that, together with any improvements thereon, has a value of (x) in the case of Real
Property of Bermuda Holdings or any Domestic Subsidiary of Bermuda Holdings, at least $2,500,000
and (y) in the case of Real Property of any Foreign Subsidiary of Bermuda Holdings, at least
$5,000,000; and




     (c) promptly upon receipt thereof, copies of all final reports submitted to Bermuda Holdings
or to any of its Subsidiaries by independent certified public accountants in connection with each
annual, interim or special audit of the books of each of Bermuda Holdings or any of its
Subsidiaries made by such accountants, and, upon the request of any Lender (through
the Administrative Agent), any final comment letter submitted by such accountants to
management in connection with their annual audit;




     (d) promptly upon their becoming available, copies of all financial statements, reports,
notices and proxy statements sent or made available to the public generally by Bermuda Holdings or
any of its Subsidiaries, if any, and all regular and periodic reports and all final registration



50









 






statements and final prospectuses, if any, filed by Bermuda Holdings or any of its
Subsidiaries with any securities exchange or with the Securities and Exchange Commission or
any Governmental Authority succeeding to any of its functions;




     (e) concurrently with the delivery of the financial statements referred to in subsections
6.1(a) and (b), a management summary describing and analyzing the performance of Bermuda
Holdings and its Subsidiaries during the periods covered by such financial statements; and




     (f) promptly, such additional financial and other information as any Lender may from time to
time reasonably request (through the Administrative Agent).



          6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity
or before they become delinquent, as the case may be, all its obligations and liabilities of
whatever nature, except (a) when the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto
have been provided on the books of Bermuda Holdings or any of its Subsidiaries, as the case may be,
(b) for delinquent obligations which would not, individually or in the aggregate, reasonably be
expected to have Material Adverse Effect and (c) for trade and other accounts payable in the
ordinary course of business which are not overdue for a period of more than 90 days or, if overdue
for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP
have been established on the books of Bermuda Holdings or any of its Subsidiaries, as the case may
be.




          6.4 Conduct of Business and Maintenance of Existence; Tax Returns. Continue to engage
in businesses of the same general type as now conducted by it, and preserve, renew, and keep in
full force and effect its corporate existence except to the extent that the failure of any Tier 2
Foreign Entity or immaterial Tier 1 Foreign Entity or Domestic Entity to do so could not have a
Material Adverse Effect and take all reasonable action to maintain all material rights, material
privileges, franchises, and intellectual property rights, including copyrights, patents,
trademarks, service marks, and trade names necessary or desirable in the normal conduct of its
business, except for rights, privileges, franchises, copyrights, patents, trademarks, service
marks, and trade names the loss of which would not in the aggregate reasonably be expected to have
a Material Adverse Effect, and except as otherwise permitted by subsections 7.4 and 7.5; and comply
with all applicable Requirements of Law except to the extent that the failure to comply therewith
would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Bermuda
Holdings will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of
any consolidated income tax return with any Person (other than Bermuda Holdings or any of its
Subsidiaries).




          6.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in
its business in good working order and condition (ordinary wear and tear excepted); and




          (b) Maintain with financially sound and reputable insurance companies insurance on all its
property in at least such amounts and with only such deductibles as are usually maintained by, and
against at least such risks (but including, in any event, public liability
and business interruption insurance) as are usually insured against in the same general area
by, companies engaged in the same or a similar business, and furnish to the Administrative Agent
(which furnishing may be made to the Administrative Agent via a secured internet web page or via
electronic mail), (i) annually, a schedule disclosing (in a manner substantially similar to that
used in the schedule provided pursuant to subsection 5.1(o) all insurance against products
liability risk maintained by Bermuda Holdings and its Subsidiaries pursuant to this subsection
6.5(b) or otherwise and (ii) upon written request of any Lender, full information as to the
insurance carried; provided that Bermuda Holdings and its Subsidiaries may implement programs of
self






51









 







insurance in the ordinary course of business and in accordance with industry standards for a
company of similar size so long as reserves are maintained in accordance with GAAP for the
liabilities associated therewith.




          6.6 Inspection of Property; Books and Records; Discussions. Keep proper books of
record and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities which permit financial statements to be
prepared in conformity with GAAP and all Requirements of Law; and permit representatives of any
Lender upon reasonable notice (made through the Administrative Agent and no more frequently than
quarterly unless a Default or Event of Default shall have occurred and be continuing) to visit and
inspect any of its properties and examine and make abstracts from any of its books and records at
any reasonable time and as often as may reasonably be requested upon reasonable notice, and to
discuss the business, operations, assets and financial and other condition of Bermuda Holdings and
its Subsidiaries with officers and employees thereof and with their independent certified public
accountants with prior reasonable notice to, and coordination with, the chief financial officer or
the treasurer of Bermuda Holdings.




          6.7 Notices. Promptly give notice to the Administrative Agent (to be distributed by
the Administrative Agent to the Lenders):





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




     (b) of any (i) default or event of default under any instrument or other agreement, guarantee
or collateral document of Bermuda Holdings or any of its Subsidiaries which default or event of
default has not been waived and would have a Material Adverse Effect, or any other default or event
of default under any such instrument, agreement, guarantee or other collateral document which would
have constituted a Default or Event of Default under this Agreement, (ii) litigation, investigation
or proceeding which may exist at any time between Bermuda Holdings or any of its Subsidiaries and
any Governmental Authority, or receipt of any notice of any environmental claim or assessment
against Bermuda Holdings or any of its Subsidiaries by any Governmental Authority, which in any
such case could reasonably be expected to have a Material Adverse Effect, (iii) written notice from
any Governmental Authority identifying Bermuda Holdings or any of its Subsidiaries as a potentially
responsible party under any Environmental Law for the cleanup of Hazardous Materials at any
location, whether or not owned, leased, or operated by such Person, which could reasonably be
expected to have a Material Adverse Effect, or (iv) written notice that any property owned, leased,
or operated by Bermuda Holdings or any of its Subsidiaries is being listed on, or proposed for
listing on, any list maintained by any Governmental Authority, including without limitation the
National Priorities List (“NPL”) and the
Comprehensive Environmental Response, Compensation and Liability Information System
(“CERCLIS”) maintained by the U.S. Environmental Protection Agency and any similar
list maintained by any other federal, state, local, or other authority;




     (c) of any litigation or proceeding against Bermuda Holdings or any of its Subsidiaries (i)
in which more than $3,500,000 of the amount claimed is not covered by insurance, or (ii) in
which injunctive or similar relief is sought which if obtained would have a Material Adverse
Effect;




     (d) of the following events, as soon as practicable after, and in any event within 30 days
after, Bermuda Holdings or any of its Subsidiaries knows or has reason to know thereof: (i)
the occurrence of any Reportable Event with respect to any Plan which Reportable Event could
reasonably result in material liability to Bermuda Holdings and its Subsidiaries taken as a
whole or (ii) the institution of proceedings or the taking of any other action by PBGC,
Bermuda Holdings or



52









 






any Commonly Controlled Entity or any Multiemployer Plan to terminate, withdraw or partially
withdraw from any Plan and, with respect to a Multiemployer Plan, the Reorganization or
Insolvency of such Plan, in each of the foregoing cases which could reasonably result in
material liability to Bermuda Holdings and its Subsidiaries taken as a whole, and in addition
to such notice, deliver to the Administrative Agent and each Lender whichever of the
following may be applicable: (A) a certificate of a Responsible Officer of Bermuda Holdings
setting forth details as to such Reportable Event and the action that Bermuda Holdings or
such Commonly Controlled Entity proposes to take with respect thereto, together with a copy
of any notice of such Reportable Event that may be required to be filed with PBGC, or (B) any
notice delivered by PBGC evidencing its intent to institute such proceedings or any notice to
PBGC that such Plan is to be terminated, as the case may be;




     (e) any notices delivered pursuant to the Second Lien Credit Agreement or the Indenture;




     (f) of the commencement of a Covenant Compliance Period by no later than the second Business
Day following the day on which such period commences and, within 3 Business Days after the
beginning of a Covenant Compliance Period, deliver a certificate of the chief financial
officer or treasurer of the Borrower showing in detail as of the end of the fiscal quarter
most recently ended for which financial information is available, figures and calculations
demonstrating the calculation of the Interest Coverage Ratio as of the last day of the last
fiscal quarter; and




     (g) of any development or event that has had a Material Adverse Effect.


Each notice pursuant to this subsection 6.7 shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to therein and (in the
cases of clauses (a) through (d)) stating what action Bermuda Holdings and its Subsidiaries propose
to take with respect thereto.




          6.8 Environmental Laws. (a) (i) Comply with all Environmental Laws applicable to it,
and obtain, comply with and maintain any and all Environmental Permits necessary for its operations
as conducted and as planned; and (ii) take reasonable efforts to ensure that all of its tenants,
subtenants, contractors, subcontractors, and invitees comply with all Environmental Laws, and
obtain, comply with and maintain any and all Environmental Permits, applicable to any of them
insofar as any failure to so comply, obtain or maintain as set forth in (i) and (ii) above could
reasonably be expected to result in a Material Adverse Effect. Noncompliance by Bermuda Holdings
or any of its Subsidiaries with any applicable Environmental Law or Environmental Permit shall be
deemed not to constitute a breach of this subsection 6.8(a); provided that, upon learning of any
such noncompliance, Bermuda Holdings and its Subsidiaries shall promptly undertake reasonable
efforts to achieve compliance or to contest by appropriate proceedings any alleged noncompliance
and; provided, further, that, in any case, such noncompliance, and any other noncompliance with
Environmental Law and any contesting of allegations of noncompliance with Environmental Laws,
individually or in the aggregate, after giving effect to any compliance efforts undertaken, would
not reasonably be expected to give rise to a Material Adverse Effect.




          (b) Comply in a timely manner with all orders and lawful directives regarding Environmental
Laws issued to Bermuda Holdings or any of its Subsidiaries by any Governmental Authority, other
than such orders and lawful directives as to which an appeal or other challenge has been timely and
properly taken in good faith and the pendency of any and all such appeals and other challenges
could not reasonably be expected to give rise to a Material Adverse Effect.







53









 








          (c) Maintain, update as appropriate, and implement in all material respects an environmental
program reasonably designed to (i) ensure that Bermuda Holdings and its Subsidiaries, their
respective operations (including, without limitation, disposal), and any properties owned, leased
or operated by any of them, attain and remain in substantial compliance with all applicable
Environmental Laws; (ii) reasonably and prudently manage any liabilities or potential liabilities
that Bermuda Holdings, any of its Subsidiaries, any of their respective operations (including,
without limitation, disposal), and any properties owned or leased by any of them, may have under
all applicable Environmental Laws; and (iii) ensure that Bermuda Holdings and its Subsidiaries
undertake reasonable efforts to identify, and reasonably evaluate, issues of compliance with and
liability under Environmental Laws prior to acquiring, directly or indirectly, any ownership or
leasehold interest in real property, or other interest in any real property that could give rise to
Bermuda Holdings or any of its Subsidiaries being subjected to liability under any Environmental
Law as a result of such acquisition.




          6.9 Additional Collateral. (a) Subject to subsection 6.9(d), with respect to any
assets acquired, created, or developed after the Closing Date by any Credit Party (including,
without limitation, the filing of any applications for the registration or issuance of any item of
material intellectual property) that are intended to be subject to the Lien created by any of the
Security Documents but which are not so subject (but, in any event, excluding (i) any assets
described in paragraph (b) or (c) of this subsection, (ii) assets acquired or owned pursuant to
subsection 7.6(g)(i) and (iii) immaterial assets), promptly (and in any event within 30 days after
the acquisition thereof or after reasonable request in accordance with clause (i) below): (i)
execute and deliver to the Administrative Agent such amendments or supplements to the relevant
Security Documents or such other documents as the Administrative Agent shall deem necessary or
advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such
assets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to
the extent required by such Security Document in accordance with all applicable Requirements of
Law, including, without limitation, the filing of financing statements in such jurisdictions as may
be reasonably requested by the Administrative Agent and the filing, not more often than quarterly,
of any security agreements or other documents with the United States Patent and Trademark Office or
the United States Copyright Office or the office of any similar foreign registry as may be
reasonably requested by the Administrative Agent.




          (b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign
Subsidiary of the Borrower or of any other U.S. Person) that has material assets or that guarantees
Borrower’s obligations under the Senior Secured Notes or the Second Lien Facility, promptly (and in
any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the
Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to
the Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable
to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock
of such Subsidiary which is owned by Bermuda Holdings or any of its Subsidiaries, (ii) deliver to
the Administrative Agent the certificates representing such Capital Stock, together with undated
stock powers executed and delivered in blank by a duly authorized officer of Bermuda Holdings or
such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to
the Subsidiary Guaranty, (B) to become a party to the Collateral Agreement or such comparable
documentation which is in form and substance reasonably satisfactory to the Administrative Agent,
and (C) to take all actions necessary or advisable to cause the Lien created by the Collateral
Agreement to be duly perfected to the extent required by such agreement in accordance with all
applicable Requirements of Law,
including, without limitation, the filing of financing statements in such jurisdictions as may
be reasonably requested by the Administrative Agent.




          (c) With respect to any Person that is or becomes a Foreign Subsidiary of the Borrower or any
other U.S. Person that has material assets, promptly (and in any event within 90 days







54









 







after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new
pledge agreement or such amendments to the Collateral Agreement as the Administrative Agent
reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit
of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or
any other U.S. Person (provided that, to the extent that any such pledge of the Capital Stock of
Foreign Subsidiary of the Borrower is made to support the obligations of the Borrower it shall be
limited to no more than 65% of the Capital Stock of such Foreign Subsidiary in respect of the
Borrower’s Obligations), and (ii) if such Capital Stock is issued in certificated form, deliver to
the Administrative Agent any certificates representing such Capital Stock, together with undated
stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such
Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law
of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to
perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i)
and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.




          (d) Upon the request of the Administrative Agent, Bermuda Holdings will, and will cause its
Subsidiaries to, promptly grant to the Administrative Agent, within 120 days of such request,
security interests and mortgages (a “Mortgage”) in such owned Real Property of Bermuda
Holdings and its Subsidiaries as is acquired after the Closing Date by Bermuda Holdings or any of
its Subsidiaries and that, together with any improvements thereon, individually has a value of (x)
in the case of a Domestic Subsidiary, at least $2,500,000 and (y) in the case of a Foreign
Subsidiary, at least $5,000,000 (and the Administrative Agent has reasonably determined that the
cost of perfecting a security interest in such foreign asset is reasonable in relation to the
benefits to the Lenders of the security afforded thereby), as additional security for the
obligations of the Credit Parties under any Credit Document (unless the subject property is already
mortgaged to a third party to the extent permitted by subsection 7.2) provided that any such
Mortgage in property of a Foreign Subsidiary of the Borrower shall not secure the obligations of
the Borrower. Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative Agent and shall constitute valid and enforceable perfected
Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the
Administrative Agent. The Mortgages or instruments related thereto shall be duly recorded or filed
in such manner and in such places as are required by law to establish, perfect, preserve and
protect the Liens in favor of the Administrative Agent required to be granted pursuant to the
Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in
full. If requested by the Administrative Agent or the Required Lenders, the Borrower shall provide
a lender’s title policy with respect to each such Mortgage paid for by the Borrower, issued by a
nationally recognized title insurance company, together with such endorsements, coinsurance and
reinsurance as may be reasonably requested by the Administrative Agent, in form and substance
reasonably acceptable to the Administrative Agent, insuring each Mortgage as a first lien on the
relevant Real Property and subject only to Permitted Liens and other Liens expressly agreed to by
the Administrative Agent.




          6.10 Holding Company




          Bermuda Holdings shall engage only in activities incidental to its ownership of the Capital
Stock of the Credit Parties that are directly owned by it and the activities
contemplated by the Transactions, and shall not incur, create or assume any Indebtedness other
than (i) the obligations pursuant to the Credit Documents to which it is a party, (ii) the other
obligations contemplated by the Transactions, (iii) nonconsensual obligations imposed by operation
of law and (iv) any other Indebtedness incidental to its ownership of the Capital Stock of the
Credit Parties.







55









 








          SECTION 7. NEGATIVE COVENANTS




          Bermuda Holdings and the Borrower each hereby agrees that it shall not, and it shall not
permit any of its Subsidiaries to, directly or indirectly so long as the Commitments remain in
effect or any Loan, Note or L/C Obligation remains outstanding and unpaid, any amount (unless cash
in an amount equal to such amount has been deposited to a cash collateral account established by
the Administrative Agent) remains available to be drawn under any Letter of Credit or any other
amount is owing to any Lender or the Administrative Agent hereunder or under any other Credit
Document (it being understood that each of the permitted exceptions to each of the covenants in
this Section 7 is in addition to, and not overlapping with, any other of such permitted exceptions
except to the extent expressly provided):




          7.1 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:





     (a) the Indebtedness outstanding on the Closing Date and reflected on Schedule 7.1(a),
including the refinancing of any such Indebtedness on terms and conditions taken as a whole
no less favorable to Bermuda Holdings and its Subsidiaries or the Lenders;




     (b) Indebtedness consisting of the Loans and in connection with the Letters of Credit
and this Agreement;




     (c) Indebtedness of the Credit Parties incurred under the Second Lien Facility in an
aggregate principal amount (not including interest capitalized as principal on or after March
30, 2010) not to exceed $77,100,000 less the aggregate principal amount of all prepayments
thereunder made after the Closing Date and Indebtedness incurred to refinance, renew or
replace such Indebtedness and capitalized interest thereon (plus amounts for prepayment
penalties and premiums and reasonable fees and expenses in connection with such refinancing)
in whole or in part; provided that any refinancing thereof shall be in accordance with the
terms of the Intercreditor Agreement;




     (d) unsecured Indebtedness of Bermuda Holdings or any Subsidiary of Bermuda Holdings
owed to Bermuda Holdings or any Subsidiary of Bermuda Holdings; provided, that the aggregate
amount of such Indebtedness at any time outstanding (excluding Indebtedness otherwise
permitted under this subsection 7.1) that is not evidenced by Intercompany Notes subject to a
first priority Lien in favor of the Administrative Agent pursuant to the Collateral Agreement
shall not exceed $20,000,000 plus the sum of any amounts dividended or distributed by any
Tier 2 Foreign Entity to any Credit Party (not retransferred to a Tier 2 Foreign Entity) less
the sum of (A) the aggregate amount of any obligations of Tier 2 Foreign Entities guaranteed
by Bermuda Holdings or any Credit Party pursuant to subsection 7.3(c) and (B) the aggregate
amount of any investments made in Tier 2 Foreign Entities by Bermuda Holdings or any Credit
Party pursuant to subsection 7.6(b), and provided further that Indebtedness of any Subsidiary
of Bermuda Holdings to Bermuda Holdings or any Subsidiary of Bermuda Holdings financed
with contributions of equity after the Closing Date to the payee of such indebtedness
directly or indirectly from or any of the Permitted Holders, shall be permitted hereunder, to
the extent such equity proceeds are not used to finance acquisitions pursuant to subsection
7.6. For purposes of this subsection 7.1(d), the payment, or intercompany loans or advances
for such purpose, by Bermuda Holdings or any Subsidiary of Bermuda Holdings of expenses and
operating costs of Bermuda Holdings or any Subsidiary of Bermuda Holdings incurred in the
ordinary course of business, provided that any such payment by Bermuda Holdings or any
Subsidiary of Bermuda Holdings of expenses and operating costs of Tier 2 Foreign Entities
pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such
Foreign Subsidiaries have funds available to make such repayment and any such repayment shall
not increase the amount of loans which may be made to such Foreign Subsidiaries



56









 






pursuant to the first proviso to this paragraph, shall not be considered to be a loan,
advance, dividend or other investment, and shall be permitted under this Agreement and such
payments shall not reduce any permitted amounts to be so made as specified herein;




     (e) other unsecured Indebtedness of Bermuda Holdings and its Subsidiaries in an aggregate
principal amount at any one time outstanding not in excess of $10,000,000;




     (f) Indebtedness in respect of letters of credit (other than Letters of Credit issued
hereunder) in an aggregate principal amount equal to $5,000,000 at any one time outstanding;




     (g) Indebtedness in connection with worker’s compensation obligations and general liability
exposure of Bermuda Holdings and its Subsidiaries;




     (h) other Indebtedness of Foreign Subsidiaries of Bermuda Holdings in an aggregate principal
amount at any time outstanding not in excess of the equivalent at the date of each incurrence
thereof of $5,000,000;




     (i) Indebtedness of Bermuda Holdings and its Subsidiaries in respect of Financing Leases and
for industrial revenue bonds or other similar governmental and municipal bonds, for the
deferred purchase price or cost of newly acquired, improved or constructed property and to
finance equipment of Bermuda Holdings and its Subsidiaries (pursuant to purchase money
mortgages or otherwise and whether owed to the seller or a third party) used in the ordinary
course of business (provided such financing is entered into within 180 days of the
acquisition of such property) of Bermuda Holdings and its Subsidiaries in an amount (based on
the remaining balance of the obligations therefor on the books of Bermuda Holdings and its
Subsidiaries) which shall not exceed $5,000,000 in the aggregate at any one time outstanding;
and




     (j) Indebtedness of the Credit Parties incurred under the Senior Secured Notes in an
aggregate principal amount not to exceed $215,000,000 less the aggregate principal amount of
all payments thereunder made after the Closing Date and Indebtedness incurred to refinance,
renew or replace such Indebtedness (plus amounts for prepayment penalties and premiums and
reasonable fees and expenses in connection with such refinancing) in whole or in part;
provided that any refinancing thereof shall be in accordance with the terms of the
Intercreditor Agreement.



          7.2 Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets, income or profits, whether now owned or hereafter acquired, except:





     (a) Liens for taxes, assessments or other governmental charges not yet delinquent or which are
being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of Bermuda Holdings or the relevant
Subsidiary, as the case may be, in accordance with GAAP;




     (b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other
like Liens arising in the ordinary course of business in respect of obligations which are not yet
due or which are bonded or which are being contested in good faith and by appropriate proceedings
if adequate reserves with respect thereto are maintained on the books of Bermuda Holdings or the
relevant Subsidiary, as the case may be, in accordance with GAAP;




     (c) pledges or deposits in connection with workmen’s compensation, unemployment insurance and
other social security legislation;



57









 






     (d) deposits to secure the performance of bids, tenders, trade or government contracts
(other than for borrowed money), leases, licenses, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary
course of business;




     (e) easements (including, without limitation, reciprocal easement agreements),
rights-of-way, building, zoning and similar restrictions, utility agreements, covenants,
reservations, restrictions, encroachments, changes, and other similar encumbrances or title
defects incurred, or leases or subleases granted to others, in the ordinary course of
business, which do not in the aggregate materially detract from the aggregate value of the
properties of Bermuda Holdings and its Subsidiaries, taken as a whole, or in the aggregate
materially interfere with or adversely affect in any material respect the ordinary conduct of
the business of Bermuda Holdings and its Subsidiaries on the properties subject thereto,
taken as a whole;




     (f) Liens in favor of the Administrative Agent, the Lenders and the Lender
Counterparties pursuant to the Credit Documents, including Liens pursuant to the Credit
Documents in respect of Swap Agreements and cash management or similar arrangements, and
bankers’ liens arising by operation of law;




     (g) Liens on property of Bermuda Holdings or any of its Subsidiaries created solely for
the purpose of securing (i) Indebtedness not exceeding $15,000,000 in aggregate amount at any
time outstanding permitted by subsection 7.1(h) (so long as such Lien applies only to the
property of the relevant Foreign Subsidiaries) or (ii) Indebtedness permitted by subsection
7.1(i) representing or incurred to finance, refinance or refund the purchase price of
property; provided that no such Lien incurred in connection with Indebtedness pursuant to
subsection 7.1(a) or 7.1(h) shall extend to or cover other property of Bermuda Holdings or
such Subsidiary other than the respective property so acquired, and the principal amount of
Indebtedness secured by any such Lien shall at no time exceed the original purchase price of
such property;




     (h) (i) mortgages, liens, security interests, restrictions, encumbrances or any other
matter of record that have been placed by any developer, landlord or other third party on
property over which Bermuda Holdings or any of its Subsidiaries has easement rights or on any
real property leased by Bermuda Holdings or any of its Subsidiaries and subordination or
similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings
affecting any real property;




     (i) Liens in connection with worker’s compensation obligations and general liability
exposure of Bermuda Holdings and its Subsidiaries;




     (j) Liens on goods (and proceeds thereof) financed with drawings under commercial
letters of credit securing reimbursement obligations in respect of such commercial letters of
credit issued in accordance with the terms of this Agreement;




     (k) Liens incurred in the ordinary course of business of Bermuda Holdings or any of its
Subsidiaries with respect to obligations (other than Indebtedness) not exceeding $5,000,000
at any one time outstanding and that do not in the aggregate materially detract from the
value of the property or materially impair the use thereof in the operation of business by
Bermuda Holdings or such Subsidiary;



58









 






     (l) any provision for the retention of title to an asset by the vendor or transferor of
such asset which asset is acquired by Bermuda Holdings or any of its Subsidiaries in a
transaction entered into in the ordinary course of business of Bermuda Holdings or such
Subsidiary;




     (m) judgment Liens arising as a result of any litigation or legal proceeding; provided
that such Lien is released on or prior to the earlier of (i) 90 days following the date on
which such Lien arises and (ii) the date such judgment shall have been vacated, discharged,
stayed or bonded pending appeal;




     (n) Liens on the Collateral securing Indebtedness permitted by subsection 7.1(c) and
subsection 7.1(j); provided that such Liens are subordinated to the Liens securing the
Obligations in accordance with the terms of the Intercreditor Agreement or any replacement
therefor;




     (o) Liens on documents of title and the property covered thereby securing Indebtedness
in respect of the Commercial L/Cs;




     (p) Liens on cash securing Indebtedness of the type described in subsection 7.1(f); and




     (q) Liens existing on the Closing Date and described in Schedule 7.2(q) (including the
extension of any Liens listed on such Schedule relating to any Indebtedness permitted under
subsection 7.1(a) in connection with any refinancing of such Indebtedness permitted by such
subsection), provided that no such Lien shall extend to or cover other property of Bermuda
Holdings or any of its Subsidiaries other than the respective property so encumbered and the
principal amount of Indebtedness secured by any such Lien shall at no time exceed the
original principal amount of the Indebtedness so secured.



          7.3 Limitation on Contingent Obligations. Create, incur, assume or suffer to exist
any Contingent Obligation except:





     (a) Contingent Obligations pursuant to this Agreement, the Subsidiary Guaranty or to the
Collateral Agreement;




     (b) other guarantees by Bermuda Holdings or any of its Subsidiaries incurred in the ordinary
course of business for an aggregate amount not to exceed $2,500,000 at any one time;




     (c) guarantees of Bermuda Holdings or any Subsidiary of Bermuda Holdings of the obligations of
Bermuda Holdings or any of its Subsidiaries; provided, that the aggregate amount of any obligations
of Tier 2 Foreign Entities guaranteed by Credit Parties (except for guarantees otherwise permitted
under this subsection 7.3) shall not exceed $20,000,000 plus the
sum of any amounts dividended or distributed by any Tier 2 Foreign Entity to any Credit Party
(and not retransferred to a Tier 2 Foreign Entity) less the sum of (A) the aggregate amount of any
Indebtedness of Tier 2 Foreign Entities owed to Credit Parties pursuant to subsection 7.1(d) and
(B) the aggregate amount of any investments made in Tier 2 Foreign Entities by Credit Parties
pursuant to subsection 7.6(b). For purposes of this subsection 7.3(c), the payment, or
intercompany loans or advances for such purpose, by Bermuda Holdings or any Subsidiary of Bermuda
Holdings of expenses and operating costs of Bermuda Holdings or any Subsidiary of Bermuda Holdings
incurred in the ordinary course of business, provided that any such payment by Bermuda Holdings or
any Subsidiary of Bermuda Holdings of expenses and operating costs of Tier 2 Foreign Entities
pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such
Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not
increase the amount of guarantees which may be made to such Foreign



59









 






Subsidiaries pursuant to the first proviso to this paragraph, shall not be considered to be a
loan, advance, dividend or other investment, and shall be permitted under this Agreement and
such payments shall not reduce any permitted amounts to be so made as specified herein;




     (d) Contingent Obligations existing on the Closing Date and described in Schedule 7.3(d);




     (e) guarantees of obligations to third parties in connection with relocation of employees of
Bermuda Holdings and its Subsidiaries, in an amount which, together with all loans and
advances made pursuant to subsection 7.6(f), shall not exceed $5,000,000 at any time
outstanding;




     (f) Contingent Obligations in connection with workmen’s compensation obligations and general
liability exposure of Bermuda Holdings and its Subsidiaries; and




     (g) Contingent Obligations of the Guarantors in respect of Indebtedness permitted by
subsection 7.1(c) and subsection 7.1(j).



          7.4 Prohibition of Fundamental Changes. Enter into any merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),
or engage in any type of business other than of the same general type now conducted by it, except
(a) for the transactions otherwise permitted pursuant to clause (b) of subsection 7.5, (b) any
Domestic Subsidiary of Bermuda Holdings may be merged with and into the Borrower or another wholly
owned Domestic Subsidiary of Bermuda Holdings, (c) any Tier 1 Foreign Entity may be merged with and
into the Borrower, Stratus Bermuda or a wholly owned Subsidiary Guarantor, (d) Subsidiaries with a
net book value not greater than $100,000 may be dissolved, (e) any Subsidiary may otherwise be
dissolved, provided that upon dissolution, the assets of such Subsidiary are transferred to a
Credit Party (or, in the case of a dissolution of a Tier 2 Foreign Entity, such assets are
transferred to Bermuda Holdings or one of its wholly owned Subsidiaries) on the terms and subject
to the conditions set forth in subsection 7.5(b), (f) any entity acquired in an acquisition
permitted pursuant to subsection 7.6(b) may be merged with or into the Borrower or any Guarantor so
long as the resulting entity is the Borrower or a Guarantor and (g) any Tier 2 Foreign Entity may
be merged with and into Bermuda Holdings or a wholly-owned Subsidiary of Bermuda Holdings.




          7.5 Prohibition on Sale of Assets




          Convey, sell, lease (other than a sublease of real property), assign, transfer, abandon,
cancel, or otherwise dispose of (including through a transaction of merger or consolidation of any
Subsidiary) any of its property, business or assets (including, without limitation, other payments
and receivables but excluding leasehold interests), whether now owned or hereafter acquired,
except:





     (a) sales or other dispositions of inventory in the ordinary course of business;




     (b) that Bermuda Holdings or any Subsidiary of Bermuda Holdings may sell, lease, transfer, or
otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, and any
Subsidiary of Bermuda Holdings (other than the Borrower) may merge with and into, Bermuda Holdings
or any of its Subsidiaries; provided that (i) no such transaction may be effected if it would
result in the transfer of (x) any assets or Capital Stock of the Borrower or any other Credit Party
to, or the merger with and into, another Subsidiary that is not a Subsidiary Guarantor or (y) any
assets or Capital Stock of a Domestic Entity to a Foreign Entity and (ii) the Borrower shall not
transfer all or substantially all of its assets pursuant to this paragraph;



60









 






     (c) leases or subleases of Fee Properties and other real property owned in fee or leased;




     (d) any condemnation or eminent domain proceedings affecting any real property;




     (e) substantially like-kind exchanges of real property or equipment;




     (f) the sale or other disposition of any property that, in the reasonable judgment of
the Borrower has become uneconomic, obsolete or worn out, and which is sold or disposed of in
the ordinary course of business;




     (g) the sale of assets by Bermuda Holdings or any Subsidiary of Bermuda Holdings (other
than the Capital Stock of any Subsidiary), so long as (x) Bermuda Holdings or the respective
Subsidiary receives at least fair market value, (y) the consideration received by Bermuda
Holdings or such Subsidiary consists of at least 75% cash or Cash Equivalents and (z) the
aggregate amount of the cash and non-cash proceeds received from all assets sold pursuant to
this clause 7.5(g) shall not exceed $20,000,000 since the Closing Date (for this purpose,
using the fair market value of property other than cash); provided that the amount of: (A)
any liabilities (as shown on Bermuda Holdings’ or such Subsidiary’s most recent balance
sheet) of Bermuda Holdings or any Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Obligations or any guarantee thereof
) that are assumed by the transferee of any such assets pursuant to a customary novation
agreement releasing Bermuda Holdings or such Subsidiary from further liability; and (B) any
securities, notes or other obligations received by Bermuda Holdings or any such Subsidiary
from such transferee that are converted by Bermuda Holdings or such Subsidiary into cash or
Cash Equivalents within 120 days of their receipt (to the extent of the cash or Cash
Equivalents received in that conversion), will be deemed to be cash for purposes of this
provision;




     (h) any sale or disposition of any interest in property; provided that (i) if the
property so sold constituted Collateral under the Security Documents then any property
purchased with the net proceeds thereof shall be mortgaged or pledged, as the case may be,
for the benefit of the Lenders if required by subsection 6.9 and in accordance therewith and
(ii) the aggregate outstanding amount of net proceeds held by the Borrower and its
Subsidiaries at any time for reinvestment (such reinvestment to be in new or existing
properties useful in the business of the Borrower and its Subsidiaries, and consummated
within 12 months from the date of the applicable sale) in respect of any property sold
pursuant to this paragraph shall not exceed $12,000,000;




     (i) for the disposition of Cash Equivalents, Investment Grade Securities or cash in the
ordinary course of business;




     (j) any Foreign Subsidiary of the Borrower may sell, lease, transfer or otherwise
dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, and may
merge with and into, any Credit Party; and




     (k) any sale or other disposition of any minority interests in a joint venture or other Person.



          7.6 Limitation on Investments, Loans and Advances. Make any advance, loan, extension
of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other
securities of, or make any other investment in (including, without limitation, any acquisition of
all or any







61









 







substantial portion of the assets, and any acquisition of a business or a product line, of other
companies, other than the acquisition of inventory in the ordinary course of business), any Person,
except:





     (a) loans or advances, to the extent, in each case, the Indebtedness created thereby is permitted
by subsection 7.1(b);




     (b) Bermuda Holdings or any Subsidiary of Bermuda Holdings may make investments in, or create, any
other Subsidiary of Bermuda Holdings (by way of capital contribution or otherwise) provided that
(i) the requirements of subsection 6.9 are satisfied and (ii) the aggregate amount of investments
made by Credit Parties in Tier 2 Foreign Entities (except for investments otherwise permitted under
this subsection 7.6) shall not exceed $20,000,000 plus the sum of any amounts dividended or
distributed by any Tier 2 Foreign Entity to any Credit Party (not retransferred to a Tier 2 Foreign
Entity) less the sum of (A) the aggregate outstanding amount of any Indebtedness of Tier 2 Foreign
Entities owed to Credit Parties pursuant to subsection 7.1(d) and (B) the aggregate amount of any
obligations of Tier 2 Foreign Entities guaranteed by Credit Parties pursuant to subsection 7.3(c)
and, provided further that Bermuda Holdings and its Subsidiaries may make investments in Bermuda
Holdings and its Subsidiaries financed with contributions of equity after the Closing Date directly
or indirectly from Bermuda Holdings or the other Permitted Holders and such investments shall be
permitted hereunder, to the extent such equity proceeds are not used to finance acquisitions
pursuant to this subsection 7.6;




     (c) Bermuda Holdings and its Subsidiaries may (i) invest in, acquire and hold Cash Equivalents and
Investment Grade Securities and (ii) make loans in an aggregate amount at any time outstanding not
to exceed $2,000,000 in connection with a sale of assets permitted by subsection 7.5;




     (d) Bermuda Holdings and its Subsidiaries may make payroll advances in the ordinary course of
business (including advances against commissions) not to exceed $500,000;




     (e) Bermuda Holdings and its Subsidiaries may acquire and hold receivables owing to them, if
created or acquired in the ordinary course of business and payable or dischargeable in accordance
with customary trade terms (provided that nothing in this clause (e) shall prevent Bermuda Holdings
or any of its Subsidiaries from offering such concessionary trade terms, or from receiving such
investments, in connection with the bankruptcy or reorganization of their respective suppliers or
customers or the settlement of disputes with such customers or suppliers arising in the ordinary
course of business, as management deems reasonable in the circumstances);




     (f) Bermuda Holdings and its Subsidiaries may make travel and entertainment advances and relocation
and other loans to officers and employees of Bermuda Holdings or any such Subsidiary; provided that
the aggregate principal amount of all such loans and advances outstanding at any one time, together
with the guarantees of such loans and advances made pursuant to subsection 7.3(e), shall not exceed
$2,000,000 at any one time outstanding;




     (g) Bermuda Holdings and its Subsidiaries may (i) make investments in, or loans or investments to,
joint ventures or other Persons engaged primarily in one or more businesses in which Bermuda
Holdings and its Subsidiaries are engaged or generally related thereto or (ii) make expenditures in
connection with the development and integration of technology of Bermuda Holdings and its
Subsidiaries in connection with an agreement or other arrangement with a third party (any such
expenditures shall be deemed not to be operating expenses for all purposes under this Agreement),
in an aggregate amount in respect of clauses (i) and (ii) not to exceed $25,000,000), (plus the sum
of (x) any amounts dividended or distributed to the Borrower or any



62









 






Subsidiary Guarantor (whichever party is making such investment, loan or expenditure) by such
joint venture or other Person, (y) the net cash proceeds of any issuance of Capital Stock by
Bermuda Holdings after the Closing Date (except to the extent such net cash proceeds have
been or are being applied for another purpose expressly provided for, and described in,
subsections 7.6(i), 7.7 (to the extent funded with net cash proceeds described in clause (ii)
of the proviso thereto), 7.10(c) (to the extent funded with net cash proceeds described in
clause (b) of the parenthetical at the end of such subsection), or 7.10(e)), and (z) any
amounts from sales or dispositions permitted by subsection 7.5(k)); provided that at the time
of and after giving effect thereto no Default or Event of Default shall have occurred and be
continuing or would result therefrom;




     (h) Bermuda Holdings and its Subsidiaries may make investments in the form of stock,
obligations or securities received by such Person in satisfaction of judgments, foreclosure
of liens or settlement of debts in favor of Bermuda Holdings or such Subsidiary (whether
pursuant to a plan of reorganization or similar arrangement);




     (i) Bermuda Holdings and its Subsidiaries may make investments and acquisitions in exchange
for, or with the net cash proceeds from, the substantially concurrent sale of Capital Stock
of Bermuda Holdings (other than Capital Stock issued or sold to a Subsidiary of Bermuda
Holdings) or a substantially concurrent cash capital contribution received by Bermuda
Holdings from its shareholders (except to the extent such net cash proceeds have been or are
being applied for another purpose expressly provided for, and described in, subsections
7.6(g) (to the extent funded with net cash proceeds described in clause (y) of the
parenthetical therein), 7.7 (to the extent funded with net cash proceeds described in clause
(ii) of the proviso thereto), 7.10(c) (to the extent funded with net cash proceeds described
in clause (b) of the parenthetical at the end of such subsection), or 7.10(e));




     (j) Capital Expenditures as permitted under subsection 7.7, payments of dividends or
distributions, and purchases, redemptions, retirements or other acquisitions as permitted
under subsection 7.10, and payments or prepayments on or redemption, retirement, defeasance,
repurchases or acquisitions for value of other Indebtedness as permitted under subsection
7.16; and




     (k) any securities or assets received or other investments made as a result of the receipt of
non-cash consideration from any disposition of assets permitted by subsection 7.5.



          For purposes of this subsection 7.6, the payment, or intercompany loans or advances for such
purpose, by Bermuda Holdings or any Subsidiary of expenses and operating
costs of Bermuda Holdings or any Subsidiary (x) incurred in the ordinary course of business
(provided that, any such payment by Bermuda Holdings or any Subsidiary of expenses and operating
costs of Foreign Subsidiaries of the Borrower pursuant to this clause shall be promptly repaid by
such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such
repayment) or (y) incurred in association with the initial establishment, start up and
capitalization of Subsidiaries of Bermuda Holdings shall not be considered to be a loan, advance,
dividend or other investment, and shall be permitted under this Agreement and such payments shall
not reduce any permitted amounts to be so made as specified herein.




          7.7 Capital Expenditures. Make or commit to make any Capital Expenditures (excluding
expenditures made with insurance or condemnation proceeds or the proceeds of sales or other
dispositions of assets (other than current assets) or the proceeds of the issuances of Capital
Stock of any Subsidiary of Bermuda Holdings), except that Bermuda Holdings and its Subsidiaries may
make or commit to make Capital Expenditures not exceeding, in the aggregate, the amount set forth
below (the “Base Amount”) for each of the fiscal years or periods of Bermuda Holdings (or other
period) set forth below:





63











 





	 	 	 	 	 
	Fiscal Year ending	 	Base Amount
	February 28, 2010
	 	$	12,000,000	 
	February 27, 2011
	 	$	12,000,000	 
	February 26, 2012
	 	$	12,000,000	 
	February 24, 2013
	 	$	12,000,000	 
	February 23, 2014
	 	$	12,000,000	 
	February 22, 2015
	 	$	12,000,000	 





provided that (i) for any period set forth above, the Base Amount set forth above may be increased
by a maximum of 50% of the Base Amount for any such period by carrying over to any such period any
portion of the Base Amount (as increased) not spent in the immediately preceding period and (ii)
for each period, the Base Amount for such period set forth above shall be increased by the amount
of any net cash proceeds from the issuance of Capital Stock of Bermuda Holdings after the Closing
Date (except to the extent such net cash proceeds have been or are being applied for another
purpose expressly provided for, and described in, subsections 7.6(g) (to the extent funded with net
cash proceeds described in clause (y) of the parenthetical therein), 7.6(i), 7.10(c) (to the extent
funded with net cash proceeds described in clause (b) of the parenthetical at the end of such
subsection), or 7.10(e)).




          7.8 Swap Agreements. Enter into, create, incur, assume or suffer to exist any Swap
Agreements or obligations in respect thereof except in the ordinary course of business for
non-speculative purposes.




          7.9 Interest Coverage. During each Covenant Compliance Period, permit the Interest
Coverage Ratio determined as of the last day of the fiscal quarter ended prior to the beginning of
such Covenant Compliance Period for which financial information is available (for each Covenant
Compliance Period, the initial fiscal quarter) and as of the last day of each fiscal quarter ending
after the initial fiscal quarter, so long as such Covenant Compliance Period continues, to be less
than the ratio set forth below for such fiscal quarter under the column heading Ratio:




	 	 	 	 	 
	Fiscal Quarter ending	 	Ratio
	May 30, 2010
	 	 	1.15:1.00	 
	August 29, 2010
	 	 	1.15:1.00	 
	November 28, 2010
	 	 	1.15:1.00	 
	February 27, 2011
	 	 	1.15:1.00	 
	May 29, 2011
	 	 	1.15:1.00	 
	August 28, 2011
	 	 	1.15:1.00	 
	November 27, 2011
	 	 	1.15:1.00	 
	February 26, 2012
	 	 	1.15:1.00	 
	May 27, 2012
	 	 	1.15:1.00	 
	August 26, 2012
	 	 	1.15:1.00	 
	November 25, 2012
	 	 	1.15:1.00	 
	February 24, 2013
	 	 	1.15:1.00	 
	May 26, 2013
	 	 	1.20:1.00	 
	August 25, 2013
	 	 	1.20:1.00	 
	November 24, 2013
	 	 	1.20:1.00	 
	February 23, 2014
	 	 	1.25:1.00	 
	May 25, 2014
	 	 	1.25:1.00	 
	August 24, 2014
	 	 	1.25:1.00	 






64









 






          7.10 Limitation on Dividends. Declare any dividends on any shares of any class of
Capital Stock, or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of any
class of Capital Stock, or any warrants or options to purchase such Capital Stock, whether now or
hereafter outstanding, or make any other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations of Bermuda Holdings or any of its
Subsidiaries; except that:





     (a) Subsidiaries may pay dividends or make similar distributions to Stratus Bermuda, the
Borrower or to Subsidiary Guarantors that are directly or indirectly wholly owned by Stratus
Bermuda or the Borrower (or, in case of Foreign Subsidiaries, to the Borrower or Subsidiaries that
are directly or indirectly wholly owned by the Borrower) or to employees of such Subsidiaries as
compensation in accordance with customary practice in the relevant foreign jurisdiction;




     (b) Bermuda Holdings and its Subsidiaries may pay or make dividends or distributions to any
holder of its Capital Stock in the form of additional shares of Capital Stock of the same class and
type;




     (c) Bermuda Holdings and its Subsidiaries may repurchase or provide the funds to Bermuda
Holdings to repurchase shares of Capital Stock of such Person owned by former, present or future
employees of Bermuda Holdings and its Subsidiaries or their assigns, estates and heirs; provided
that the aggregate amount expended by Bermuda Holdings and its Subsidiaries pursuant to this clause
(c) shall not in the aggregate exceed (i) $3,000,000 in any fiscal year (provided, however, that
any unused amounts in any fiscal year may be carried forward to one or more future periods) or (ii)
$7,000,000 during the term of this Agreement after the Closing Date (in each case plus the amount
of net cash and proceeds received by Bermuda Holdings and its Subsidiaries (a) in respect of
“key-man” life insurance, (b) from the issuance of Capital Stock by Bermuda Holdings to members of
management of Bermuda Holdings and its Subsidiaries (except to the extent such net cash proceeds
have been or are being applied for another purpose expressly provided for, and described in
subsections 7.6(g) (to the extent funded with net cash proceeds described in clause (y) of the
parenthetical therein), 7.6(i), 7.7 (to the extent funded with net cash proceeds described in
clause (ii) of the proviso thereto), or 7.10(e)), and (c) any amounts contributed to Bermuda
Holdings and its Subsidiaries as a result of resales of such repurchased shares of Capital Stock);




     (d) (i) Stratus Bermuda and its Subsidiaries may make distributions to Bermuda Holdings or
Stratus Bermuda to allow such Person to pay its operating and administrative expenses and other
corporate overhead costs and expenses (including, without limitation, legal and accounting expenses
and similar expenses) in an aggregate amount not to exceed $2,000,000 per fiscal year (except that
the amount of distributions for such actual costs and expenses shall not be limited after the
occurrence of an IPO by Bermuda Holdings) and (ii) Stratus Bermuda and its Subsidiaries may make
distributions directly or indirectly to Bermuda Holdings in amounts equal to amounts required for
Bermuda Holdings to pay taxes to the extent Bermuda Holdings is liable for such taxes and such
taxes are attributable to the operations of Stratus Bermuda or Bermuda Holdings and its
Subsidiaries; and




     (e) Bermuda Holdings may pay or make dividends or distributions to any holder of its Capital
Stock, or purchase, redeem, retire or otherwise acquire Capital Stock in exchange for, or with the
net cash proceeds from, the substantially concurrent sale of Capital Stock of Bermuda



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Holdings (other than Capital Stock issued or sold to a Subsidiary of Bermuda Holdings) or a
substantially concurrent cash capital contribution received by Bermuda Holdings from its
shareholders (except to the extent such net cash proceeds have been or are being applied for
another purpose expressly provided for, and described in subsections 7.6(g) (to the extent
funded with net cash proceeds described in clause (y) of the parenthetical therein), 7.6(i),
7.7 (to the extent funded with net cash proceeds described in clause (ii) of the proviso
thereto), or 7.10(c) (to the extent funded with net cash proceeds described in clause (b) of
the parenthetical at the end of such subsection)); and




     (f) non-cash repurchases of equity interests of Bermuda Holdings deemed to occur as a result
of the surrender of such equity interests for cancellation in connection with the exercise of
stock options or warrants as a result of the payment of all or a portion of the exercise
price of such options or warrants shall not be prohibited by this subsection 7.10.



          7.11 Transactions with Affiliates. Enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with
any Affiliate except for transactions which are in the ordinary course of business of Bermuda
Holdings and its Subsidiaries and which are upon fair and reasonable terms no less favorable to
Bermuda Holdings or such Subsidiary than it would obtain in a hypothetical comparable arm’s length
transaction with a Person not an Affiliate; provided that nothing in this subsection 7.11 shall
prohibit Bermuda Holdings or its Subsidiaries from engaging in the following transactions: (a) the
performance of Bermuda Holdings’ or any Subsidiary’s obligations under any employment contract,
collective bargaining agreement, employee benefit plan, related trust agreement or any other
similar arrangement heretofore or hereafter entered into in the ordinary course of business, (b)
the payment of compensation to employees, officers, directors or consultants in the ordinary course
of business, (c) the maintenance of benefit programs or arrangements for employees, officers or
directors, including, without limitation, vacation plans, health and life insurance plans, deferred
compensation plans, and retirement or savings plans and similar plans, in each case, in the
ordinary course of business, or (d) in the case of Bermuda Holdings, (x) the payment or making of
dividends or distributions to any holder of its Capital Stock, or purchase, redemption, retirement
or other acquisition of Capital Stock by it, that is not prohibited by subsection 7.10, (y) the
issuance or sale of any Capital Stock of, or any contribution to capital to, Bermuda Holdings, or
(z) investments, loans and advances of the types described in subsections 7.6(f), (g) and (i).




          7.12 Limitation on Changes in Fiscal Year. Permit the fiscal year of Bermuda Holdings
and its Subsidiaries to end on a day other than a date occurring on or about the last Sunday in
February.




          7.13 Limitation on Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which Bermuda Holdings and its Subsidiaries
are engaged on the date of this Agreement (or which are directly related thereto or generally
related thereto).




          7.14 Amendments or Waivers to Certain Documents. Amend or otherwise change the terms
of the Second Lien Credit Agreement, or any other Second Lien Loan Documents (as defined in the
Intercreditor Agreement) or the Senior Secured Notes or any Senior Secured Note Documents (as
defined in the Intercreditor Agreement), or make any payment consistent with an amendment thereof
or change thereto, except such amendments, payments or changes as would not be prohibited by the
terms of the Intercreditor Agreement.




          7.15 Limitation on Certain Restrictions on Subsidiaries.







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          Directly or indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance, restriction or condition on the ability of any Subsidiary of Stratus Bermuda to (1)
pay dividends or make any other distributions on its equity interests or any other interest or
participation in its profits owned by Bermuda Holdings or any of its Subsidiaries, or pay any
Indebtedness owed to Bermuda Holdings or any of its Subsidiaries, (2) make loans or advances to
Bermuda Holdings or any of its Subsidiaries or (3) transfer any of its properties to Bermuda
Holdings or any of its Subsidiaries, except for such encumbrances, restrictions or conditions
existing under or by reason of:





     (a) applicable mandatory Requirements of Law;




     (b) this Agreement and the other Credit Documents;




     (c) any restrictions set forth in the Second Lien Credit Agreement, the Indenture, or other
agreements in effect or entered into on the Closing Date, including agreements governing existing
Indebtedness, in each case as in effect on the Closing Date, and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof;
provided that such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are not materially more restrictive, taken as a whole,
with respect to such dividend and other payment restrictions than those contained in the agreements
governing such Indebtedness as in effect on the Closing Date (as determined in good faith by the
Borrower);




     (d) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest of Bermuda Holdings or any of its Subsidiaries;




     (e) purchase money obligations that impose transfer restrictions on the property so acquired;




     (f) customary provisions restricting assignment of any agreement entered into by Bermuda
Holdings or any of its Subsidiaries in the ordinary course of business;




     (g) any agreement or other instrument of a Person acquired by Bermuda Holdings or any
Subsidiary, in existence at the time of such acquisition (but not created in contemplation thereof
), which encumbrance or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and
its Subsidiaries, so acquired or designated;




     (h) Liens that limit the right of Bermuda Holdings or any of its Subsidiaries to dispose of
the asset or assets subject to such Lien;




     (i) customary provisions limiting the disposition or distribution of assets or property in
partnership, joint venture, asset sale agreements, stock sale agreements and other similar
agreements entered into in the ordinary course of business, which limitation is applicable only to
the assets that are the subject of such agreements;




     (j) any such encumbrance or restriction (i) if the encumbrances and restrictions contained in
any such agreement or instrument taken as a whole are not materially more restrictive to the
Lenders than the encumbrances and restrictions contained in the agreements described in clauses (b)
and (c) above (as determined in good faith by the Borrower), or (ii) if such encumbrance or
restriction is not materially more restrictive to the Lenders than is customary in comparable
financings (as determined in good faith by the Borrower) and either (x) the Borrower



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determines in good faith that such encumbrance or restriction will not materially affect the
Borrower’s ability to make the principal or interest payments on the Obligations or (y) such
encumbrance or restriction applies only if a default occurs in respect of a payment or
financial covenant relating to such Indebtedness;




     (k) restrictions on cash or other deposits or net worth imposed under leases or by customers
under contracts entered into in the ordinary course of business;




     (l) customary restrictions on the transfer of copyrighted or patented material;


     (m) any
agreement that restricts the ability of the Borrower to pay dividends or make any other
distributions, pay any Indebtedness owed, make any loans or advances or sell, lease or
transfer any of its properties or assets to Bermuda Holdings or Stratus Bermuda; or




     (n) customary restrictions and conditions contained in any agreement relating to the sale or
other disposition of any property pending the consummation of such sale; provided that (i)
such restrictions and conditions apply only to the property to be sold, and (ii) such sale or
other disposition is permitted hereunder.



          7.16 Prepayments of Other Indebtedness




          Directly or indirectly, make or offer to make (or give any notice in respect thereof) any
voluntary or optional payment or prepayment on or redemption, retirement, defeasance, or
acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of
control or similar event of, any Indebtedness outstanding under the Senior Secured Notes or the
Second Lien Facility; provided that the Borrower or Stratus Bermuda may repurchase or repay Senior
Secured Notes or loans under the Second Lien Facility (i) pursuant to an optional redemption of the
Senior Secured Notes pursuant to Section 3.07(c) or 3.10 of the Indenture to the extent that such
redemption results in a reduction of “Excess Cash Flow” (as defined in the Indenture) for the
applicable period in which such redemption is effected, and would not result in such Excess Cash
Flow for such period to be less than zero, in an aggregate principal amount not to exceed (when
added to the aggregate principal amount repurchased or repaid pursuant to an Excess Cash Flow Offer
pursuant to clause (ii) below) $75,000,000, or (ii) pursuant to an Excess Cash Flow Offer in an
aggregate principal amount not to exceed (when added to the aggregate principal amount of Senior
Secured Notes redeemed pursuant to clause (i)) $75,000,000 or an Asset Sale Offer in an aggregate
principal amount not to exceed $20,000,000, provided that in each case:





     (a) on the day such optional redemption, Excess Cash Flow Offer or Asset Sale Offer is
consummated, immediately following such consummation, no Default or Event of Default has occurred
and is continuing;




     (b) on the day such optional redemption, Excess Cash Flow Offer or Asset Sale Offer is
consummated, immediately following such consummation, Consolidated Liquidity is not less than
$15,000,000; and




     (c) the outstanding principal amount of Loans and L/C Obligations then outstanding do not
exceed $15,000,000 immediately following the consummation of such optional redemption, Excess Cash
Flow Offer or Asset Sale Offer.



          7.17 Anti-Terrorism Law; Anti-Money Laundering







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     (a) Directly or indirectly, (i) knowingly conduct any business or engage in making or
receiving any contribution of funds, goods or services to or for the benefit of any person
described in subsection 4.19, (ii) knowingly deal in, or otherwise engage in any transaction
relating to, any property or interests in property blocked pursuant to the Executive Order or
any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law (and Bermuda Holdings or
the Borrower shall deliver to the Lenders any certification or other evidence requested from
time to time by any Lender in its reasonable discretion, confirming Bermuda Holdings’ and its
Subsidiaries’ compliance with this subsection 7.17).




     (b) Cause or knowingly permit any of the funds of Bermuda Holdings or any of its
Subsidiaries that are used to repay the Loans to be derived from any unlawful activity with
the result that the making of the Loans would be in violation of Requirements of Law.



          7.18 Embargoed Person. Cause or knowingly permit (a) any of the funds or properties of
Bermuda Holdings or any of its Subsidiaries that are used to repay the Loans to constitute property
of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade
restrictions under United States law (“Embargoed Person” or “Embargoed Persons”)
that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” (the
“SDN List”) maintained by OFAC and/or on any other similar list (“Other List”)
maintained by OFAC pursuant to any authorizing statute including the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et
seq., and any Executive Order or regulation promulgated thereunder, with the result that the
investment in Bermuda Holdings or any of its Subsidiaries (whether directly or indirectly) is
prohibited by applicable Requirements of Law, or the Loans made by the Lenders and the Issuing
Lender would be in violation of Requirements of Law, or (2) the Executive Order, any related
enabling legislation or any other similar executive orders, or (b) any Embargoed Person to have any
direct or indirect interest, of any nature whatsoever in Bermuda Holdings or any of its
Subsidiaries, with the result that the investment in Bermuda Holdings or any of its Subsidiaries
(whether directly or indirectly) is prohibited by applicable Requirements of Law or the Loans are
in violation of applicable Requirements of Law.




          SECTION 8. EVENTS OF DEFAULT




          Upon the occurrence and during the continuance of any of the following events:





     (a) The Borrower shall fail to (i) pay any principal of any Loan or Note when due in
accordance with the terms hereof or thereof or to reimburse the Issuing Lender in accordance
with subsection 2.7 or (ii) pay any interest on any Loan or Note or any fee or other amount
payable hereunder within five days after any such interest or other amount becomes due in
accordance with the terms thereof or hereof; or




     (b) Any representation or warranty made or deemed made by any Credit Party in any Credit
Document shall prove to have been incorrect in any material respect on or as of the date made
or deemed made; or




     (c) The Borrower shall default in the observance or performance of any agreement
contained in subsection 6.7(a), 6.9 or Section 7 of this Agreement; or



69









 






     (d) Bermuda Holdings, Stratus Bermuda, the Borrower or any of its Subsidiaries shall default
in the observance or performance of any other covenant or agreement contained in any Credit
Document and such default shall continue unremedied for a period of 30 days; or




     (e) Bermuda Holdings or any of its Subsidiaries shall (i) default in any payment of principal
of or interest on or other amounts in respect of any Indebtedness (other than the Loans, the L/C
Obligations and any inter-company debt) or Swap Agreement or in the payment of any Contingent
Obligation, beyond the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness, Swap Agreement or Contingent Obligation was created; or (ii) default in the
observance or performance of any other agreement or condition relating to any such Indebtedness,
Swap Agreement or Contingent Obligation or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist, the effect of
which default or other event or condition is to cause, or to permit the holder or holders of such
Indebtedness, the party or parties to such Swap Agreements or beneficiary or beneficiaries of such
Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity, any applicable grace period having expired, such Swap Agreement to be
terminated, any applicable grace period having expired or such Contingent Obligation to become
payable, any applicable grace period having expired; in each case; provided that the aggregate
principal amount of all such Indebtedness, Swap Agreements and Contingent Obligations under which a
default exists or which would then become due or payable equals or exceeds $10,000,000; or




     (f) (i) Bermuda Holdings or any of its Subsidiaries shall commence any case, proceeding or
other action (A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order
for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian or other similar official for it or for all or any substantial part of its assets, or
Bermuda Holdings or any of its Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against Bermuda Holdings or any of its Subsidiaries any
case, proceeding or other action of a nature referred to in clause (i) above which (A) results in
the entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced
against Bermuda Holdings or any of its Subsidiaries any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the
entry thereof; or (iv) Bermuda Holdings or any of its Subsidiaries shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) Bermuda Holdings or any of its Subsidiaries shall
generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as
they become due; or




     (g) (i) Any Person shall engage in any non-exempt “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any Plan shall fail to
satisfy the minimum funding standard (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived, or any Lien with respect to any Plan shall arise on the assets of
Bermuda Holdings or any of its Subsidiaries or any Commonly Controlled Entity, (iii) a Reportable
Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single Employer Plan,



70









 






which Reportable Event or commencement of proceedings or appointment of a trustee is, in the
reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for
purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title
IV of ERISA, (v) Bermuda Holdings or any of its Subsidiaries or any Commonly Controlled Entity
shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other events or conditions shall occur or exist with respect to a Plan; and such event or
condition, together with all other such events or conditions set forth in clauses (i) through (vi)
above, relating to a Plan, if any, would be reasonably likely to subject Bermuda Holdings or any of
its Subsidiaries to any tax, penalty or other liabilities in the aggregate resulting in a Material
Adverse Effect to Bermuda Holdings and its Subsidiaries taken as a whole; or




     (h) One or more judgments or decrees shall be entered against Bermuda Holdings or any of its
Subsidiaries involving in the aggregate a liability (to the extent not paid or reserved for or to
the extent not covered by insurance or indemnities to the extent the Borrower, in its reasonable
good faith judgment, believes that such judgment or decree will be paid when due by the parties
providing such indemnities) of $10,000,000 or more and all such judgments or decrees shall not have
been vacated, discharged, paid, stayed or bonded pending appeal within the time required by the
terms of such judgment; or




     (i) Any Credit Document shall cease, for any reason, to be in full force and effect or any
Credit Party or any of its Subsidiaries shall so assert in writing, or any Security Document shall
cease to be effective to grant a perfected Lien on the collateral described therein with the
priority purported to be created thereby (other than as a result of any action or inaction on the
part of the Administrative Agent or the Lenders), subject to such exceptions as may be permitted
therein or herein, and in the case of any Security Document, such condition shall continue
unremedied for 30 days after notice thereof to the Borrower by the Administrative Agent or any
Lender; or




     (j) There shall have occurred a Change of Control;


then, and in any such event, (a) if such
event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to
the Borrower, automatically (i) the Commitments shall immediately terminate and the Loans hereunder
(with accrued interest thereon) and all other amounts owing under this Agreement and the Notes
shall immediately become due and payable, and (ii) all obligations of the Borrower in respect of
the Letters of Credit, although contingent and unmatured, shall become immediately due and payable
and the Issuing Lender’s obligations to issue the Letters of Credit shall immediately terminate and
(b) if such event is any other Event of Default, so long as any such Event of Default shall be
continuing, either or both of the following actions may be taken: (i) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Commitments and the Issuing
Lender’s obligations to issue the Letters of Credit to be terminated forthwith, whereupon the
Commitments and such obligations shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice of default to the Borrower, (A) declare all or a portion of
the Loans hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the Notes to be due and payable forthwith, whereupon the same shall immediately
become due and payable, and (B) declare all or a portion of the obligations of the Borrower in
respect of the Letters of Credit, although contingent and unmatured, to be due and payable
forthwith, whereupon the same shall immediately become due and payable and/or demand that the
Borrower discharge any or all of the obligations supported by the Letters of Credit by paying or
prepaying any amount due or to become due in respect of such obligations. All







71









 







payments under this Section 8 on account of undrawn Letters of Credit shall be made by the Borrower
directly to a cash collateral account established by the Administrative Agent for such purpose for
application to the Borrower’s reimbursement obligations under subsection 2.7 as drafts are
presented under the Letters of Credit, with the balance, if any, to be applied to the Borrower’s
obligations under this Agreement and the Notes as the Administrative Agent shall determine with the
approval of the Required Lenders. Except as expressly provided above in this Section 8,
presentment, demand, protest and all other notices of any kind are hereby expressly waived.




          SECTION 9. THE ADMINISTRATIVE AGENT; THE SYNDICATION AGENT AND THE ISSUING LENDER




          9.1 Appointment. Each Lender hereby irrevocably designates and appoints Jefferies
Finance LLC as the Administrative Agent under this Agreement and irrevocably authorizes Jefferies
Finance LLC as Administrative Agent for such Lender to take such action on its behalf under the
provisions of the Credit Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of the Credit Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into the Credit Documents or otherwise exist against the Administrative Agent. The
Syndication Agent and the Lead Arrangers shall not have any duties or responsibilities hereunder in
their capacity as such.




          9.2 Delegation of Duties. The Administrative Agent may execute any of its duties under
this Agreement and each of the other Credit Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care, except as otherwise provided in subsection
9.3.




          9.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its officers,
directors, employees, agents, partners, attorneys-in-fact or Affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in connection with the
Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or
(ii) responsible in any manner to any of the Lenders for any recitals, statements, representations
or warranties made by any Credit Party or any officer thereof contained in the Credit Documents or
in any certificate, report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, the Credit Documents or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of the Credit Documents or for
any failure of any Credit Party to perform its obligations thereunder. The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, any Credit Document, or to
inspect the properties, books or records of any Credit Party.




          9.4 Reliance by the Administrative Agent. The Administrative Agent shall be entitled
to rely, and shall be fully protected in relying, upon any Note, entries maintained in the
Register, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without limitation, counsel
to the Borrower), independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of






72









 







assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to take any action under
any Credit Document unless it shall first receive such advice or concurrence of the Required
Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such
Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by reason of taking
or continuing to take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under any Credit Document in accordance with a
request of the Required Lenders (unless a higher percentage of Lenders is expressly required), and
such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Notes.




          9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative
Agent has received written notice from a Lender or the Borrower or any other Credit Party referring
to this Agreement, describing such Default or Event of Default and stating that such notice is a
“notice of default”. In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall promptly give notice thereof to the Lenders. The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders; provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or Event of Default
as it shall deem advisable in the best interests of the Lenders.




          9.6 Non-Reliance on Administrative Agent, Syndication Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent, the Syndication Agent, the
Lead Arrangers or any of their respective officers, directors, employees, agents, attorneys-in-fact
or Affiliates has made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of the Credit Parties,
shall be deemed to constitute any representation or warranty by the Administrative Agent to any
Lender. Each Lender represents to the Administrative Agent that it has, independently and without
reliance upon the Administrative Agent, the Syndication Agent, the Lead Arrangers or any other
Lender, and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property, financial and other
condition and creditworthiness of Bermuda Holdings and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the Administrative Agent, the Syndication Agent, the
Lead Arrangers 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 analysis, appraisals and decisions in
taking or not taking action under the Credit Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial and other condition
and creditworthiness of Bermuda Holdings and its Subsidiaries. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, operations, property, financial and
other condition or creditworthiness of the Credit Parties which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.




          9.7 Indemnification. The Lenders agree to indemnify the Administrative Agent in its
capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the
obligation of the Credit Parties to do so), ratably according to the respective amounts of their
respective Commitments (or, to the extent such Commitments have been terminated,
according to the respective outstanding principal amounts of the Loans and the L/C Obligations
and the respective obligations, whether as Issuing







73









 







Lender or a Participating Lender, under the Letter of Credit), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including without limitation at any
time following the payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of the Credit Documents or any documents
contemplated by or referred to herein or the transactions contemplated hereby or any action taken
or omitted by the Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
solely from the Administrative Agent’s gross negligence or willful misconduct. The agreements in
this subsection 9.7 shall survive the repayment of the Loans and all other amounts payable
hereunder.




          9.8 The Administrative Agent in its Individual Capacity. The agency hereby created
shall in no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, the Administrative Agent in its individual capacity as a Lender hereunder. The
Administrative Agent and its Affiliates may make loans to, accept deposits, own securities of, and
generally engage in any kind of banking, trust, financial advisory or other business with Bermuda
Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may
accept fees and other consideration from and generally engage in any kind of business with Bermuda
Holdings or any of its Affiliates as though the Administrative Agent were not the Administrative
Agent hereunder. The terms “Lender” and “Lenders” shall include the Administrative Agent in its
individual capacity.




          9.9 Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent shall resign
as Administrative Agent under the Credit Documents, then the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders which successor agent shall, so long as no
Event of Default has occurred and is continuing, be approved by the Borrower, which shall not
unreasonably withhold their approval, whereupon such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such
successor agent effective upon such appointment and approval, and the former Administrative Agent’s
rights, powers and duties as Administrative Agent shall be terminated, without any other or further
act or deed on the part of such former Administrative Agent or any of the parties to this Agreement
or any holders of the Notes. After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Administrative Agent under the Credit
Documents.




          9.10 Agents under Security Documents and Guaranties. Each Lender hereby further
authorizes the Administrative Agent, on behalf of and for the benefit of the Lenders, to be the
agent for and representative of Lenders with respect to the Guaranties, the Collateral and the
Security Documents. Subject to subsection 10.1, without further written consent or authorization
from Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) in
connection with a sale or disposition of assets permitted by this Agreement, release or subordinate
any Lien encumbering any item of Collateral that is the subject of such sale or other disposition
of assets or to which Required Lenders (or such other Lenders as may be required to give such
consent under subsection 10.1) have otherwise consented or (ii) release any Guarantor from the
guaranty pursuant to the Guaranties, in connection with the sale or disposition of such Guarantor
or all or substantially all of its assets permitted by this Agreement or with respect to which
Required Lenders (or such other Lenders as may be required to give such consent under subsection
10.1) have otherwise consented.




          9.11 Right to Realize on Collateral and Enforce Guaranties. Anything contained in any
of the Credit Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and







74









 







each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any
of the Collateral or to enforce the Guaranties, it being understood and agreed that all powers,
rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of
Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security
Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a
foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private
sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral
at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but
not any Lender or Lenders in its or their respective individual capacities unless Required Lenders
shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the Collateral sold at any
such public sale, to use and apply any of the Obligations as a credit on account of the purchase
price for any collateral payable by the Administrative Agent at such sale.




          9.12 Issuing Lender as Issuer of Letters of Credit. Each Revolving Credit Lender
hereby acknowledges that the provisions of this Section 9 shall apply to the Issuing Lender, in its
capacity as issuer of the Letters of Credit, in the same manner as such provisions are expressly
stated to apply to the Administrative Agent, except that obligations to indemnify the Issuing
Lender shall be ratable among the Revolving Credit Lenders in accordance with their respective
Revolving Credit Commitments (or, if the Revolving Credit Commitments have been terminated, the
outstanding principal amount of their respective Loans and L/C Obligations and their respective
participating interests in the outstanding Letters of Credit).




          9.13 Withholding Taxes. To the extent required by applicable law, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable
withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a
claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the
account of any Lender because the appropriate form was not delivered or was not properly executed
or because such Lender failed to notify the Administrative Agent of a change in circumstances which
rendered the exemption from or reduction of withholding tax ineffective or for any other reason,
such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest
and together with any expenses incurred.




          SECTION 10. MISCELLANEOUS




          10.1 Amendments and Waivers. Except as otherwise expressly set forth in this
Agreement, no Credit Document nor any terms thereof may be amended, supplemented, waived or
modified except in accordance with the provisions of this subsection 10.1. With the written consent
of the Required Lenders, the Administrative Agent and the respective Credit Parties or their
Subsidiaries may, from time to time, enter into written amendments, supplements or modifications
hereto for the purpose of adding any provisions to any Credit Document to which they are parties or
changing in any manner the rights of the Lenders or of any such Credit Party or its Subsidiaries
thereunder or waiving, on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of any such Credit Document or any Default or Event of Default
and its consequences; provided that:





     (a) no such waiver and no such amendment, supplement or modification shall (i) release all or
substantially all of the collateral without the written consent of each Lender or (ii) release all
or substantially all of the Guarantors on such date without the written consent of each Lender;
provided that, notwithstanding the foregoing, this clause (a) shall not be applicable to and no
consent shall be required for (x) releases of collateral in connection with any dispositions



75









 






permitted by subsection 7.5, (y) releases of collateral in accordance with subsection 9.10 or 10.11
or (z) upon the reincorporation of Bermuda Holdings or any of its Subsidiaries in a new
jurisdiction or the creation of a new Subsidiary of Bermuda Holdings or the Borrower, any release
of collateral in connection with the transfer of such released collateral to such reincorporated
entity or new Subsidiary in compliance with subsection 7.4; provided that the Administrative Agent,
in its sole discretion, determines that such release and transfer, together with any grant and
perfection of a new Lien therein in favor of the Administrative Agent, will cause no material
impairment of the value of the collateral taken as a whole, after giving effect to such release and
transfer;




     (b) no such waiver and no such amendment, supplement or modification shall extend the final
maturity date or termination date of any Loan or Commitment or the scheduled payment date of any
installment of any Loan, or reduce the rate or extend the time of payment of interest thereon, or
change the method of calculating interest thereon, or reduce or extend the time of payment of any
fee payable to the Lenders hereunder, or reduce the principal amount thereof, or change the amount
of any Lender’s Commitment or Revolving Credit Commitment Percentage, in each case, without the
prior written consent of each Lender directly affected thereby;




     (c) no such waiver and no such amendment, supplement or modification affecting the then
Administrative Agent or Issuing Lender shall amend, modify or waive any provision of subsections
2.4 through 2.13 or Section 9 or alter the Issuing Lender’s rights or obligations with respect to
Letters of Credit without the written consent of such Administrative Agent or Issuing Lender, as
the case may be;




     (d) no such waiver and no such amendment, supplement or modification shall waive, amend, supplement
or modify the provisions of the Intercreditor Agreement, without the written consent of the
Supermajority Lenders;




     (e) no such waiver and no such amendment, supplement or modification shall amend, modify or waive
any provision of subsection 3.9(b) or this subsection 10.1 or reduce the percentage specified in
the definition of Required Lenders or Supermajority Lenders, or consent to the assignment or
transfer by any Credit Party of any of its rights and obligations under any Credit Document, in
each case, without the prior written consent of each Lender;




     (f) no such waiver and no such amendment, supplement or modification shall amend, modify or waive
any provision of 10.6(b) in a manner which further restricts assignments thereunder, in each case,
without the prior written consent of each Lender directly affected thereby;




     (g) anything to the contrary contained in this Agreement or any of the other Credit Documents
notwithstanding, any Lender that is a Permitted Holder shall not be entitled to vote on any
amendment, modification, waiver, consent or other matter with respect to any of the terms of this
Agreement or any other Credit Document if the outcome of such vote could reasonably be expected, in
the judgment of the Administrative Agent, to have the result that either (i) in their capacity as
such equity holders, holders of Capital Stock of Bermuda Holdings would be advantaged thereby to
the detriment of the Lenders or relative to the claims or interests of the Lenders or (ii) the
rights and remedies of the Lenders would be impaired, and the Loans and Revolving Credit
Commitments of any Lender that is a Permitted Holder shall be disregarded in determining Required
Lenders in connection with any such vote;




     (h) any Lender who is or becomes a Permitted Holder shall not be entitled to vote on any amendment,
modification, waiver, consent or other matter with respect to any of the terms of



76









 






this Agreement or any other Credit Document, and the Loans and Revolving Credit Commitments of
any such Lender shall be disregarded in determining Required Lenders in all circumstances;
and


any
such waiver and any such amendment, supplement or modification described in this subsection 10.1
shall apply equally to each of the Lenders and shall be binding upon each Credit Party and its
Subsidiaries, the Lenders, the Administrative Agent and the Issuing Lender and all future holders
of the Notes and the Loans. Any extension of a Letter of Credit by the Issuing Lender shall be
treated hereunder as a new Letter of Credit. In the case of any waiver, the Credit Parties, the
Lenders, the Administrative Agent and Issuing Lender shall be restored to their former position and
rights hereunder and under the outstanding Notes, and any Default or Event of Default waived shall
be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.




          10.2 Notices. Any notices, requests, demands or other communication herein required or
permitted to be given to a Credit Party, the Administrative Agent or Issuing Lender, shall be in
writing (including by telecopy, if one is listed), and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered by hand, or three Business Days
after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent,
confirmation of receipt received, addressed as follows in the case of the Borrower, the
Administrative Agent, and as set forth in Schedule I in the case of any Lender, or to such other
address as may be hereafter notified by the respective parties hereto and any future holders of the
Notes:




	 	 	 	 	 

	 

	 	The Borrower:
	 	Stratus Technologies, Inc.
	 

	 	 	 	111 Powdermill Road
	 

	 	 	 	Maynard, Massachusetts 01754-3409
	 

	 	 	 	Attention: Robert Laufer
	 

	 	 	 	Telecopy: (978) 461-3750
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Gibson, Dunn & Crutcher LLP
	 

	 	 	 	200 Park Avenue
	 

	 	 	 	New York, New York 10166
	 

	 	 	 	Attention: Janet Vance, Esq.
	 

	 	 	 	Telecopy: (212) 351-4035
	 
	 	 	 	 
	 

	 	Stratus Bermuda:
	 	Stratus Technologies Bermuda Ltd.
	 

	 	 	 	c/o Coson Corporate Services Ltd
	 

	 	 	 	Milner House
	 

	 	 	 	18 Parliament Street
	 

	 	 	 	Hamilton HM12, Bermuda
	 

	 	 	 	Tel: 011-441-295-4630
	 

	 	 	 	Fax: 011-441-292-7880
	 

	 	 	 	Attention: Ernest Morrison
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Gibson, Dunn & Crutcher LLP
	 

	 	 	 	200 Park Avenue
	 

	 	 	 	New York, New York 10166
	 

	 	 	 	Attention: Janet Vance, Esq.
	 

	 	 	 	Telecopy: (212) 351-4035






77









 






	 	 	 	 	 

	 

	 	Bermuda Holdings:
	 	Stratus Technologies Stratus Bermuda Ltd.
	 

	 	 	 	c/o Coson Corporate Services Ltd
	 

	 	 	 	Milner House
	 

	 	 	 	18 Parliament Street
	 

	 	 	 	Hamilton HM12, Bermuda
	 

	 	 	 	Tel: 011-441-295-4630
	 

	 	 	 	Fax: 011-441-292-7880
	 

	 	 	 	Attention: Ernest Morrison
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Gibson, Dunn & Crutcher LLP
	 

	 	 	 	200 Park Avenue
	 

	 	 	 	New York, New York 10166
	 

	 	 	 	Attention: Janet Vance, Esq.
	 

	 	 	 	Telecopy: (212) 351-4035
	 
	 	 	 	 
	 

	 	The Administrative
Agent:
	 	Jefferies Finance LLC
	 

	 	 	 	520 Madison Avenue
	 

	 	 	 	18th Floor
	 

	 	 	 	New York, New York 10022
	 

	 	 	 	Attention: E. Joseph Hess
	 

	 	 	 	Telephone: (212) 284-8168
	 

	 	 	 	Telecopier No.: (212) 284-3444
	 
	 	 	 	 
	 

	 	The Issuing Lender

(for Standby L/Cs):
	 	Jefferies Group, Inc.
	 

	 	 	 	Harborside Financial Center
	 

	 	 	 	Plaza 3, Suite 705
	 

	 	 	 	Jersey City, New Jersey 07311
	 

	 	 	 	Attention: Mark Sahler
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Jefferies Finance LLC
	 

	 	 	 	520 Madison Avenue
	 

	 	 	 	New York, New York 10022
	 

	 	 	 	Attention: General Counsel





provided that any notice, request or demand to or upon the Administrative Agent or the Lenders
pursuant to subsections 2.4, 3.1, 3.2, 3.3 and 3.4 shall not be effective until received and;
provided, further, that the failure to provide the copies of notices to the Borrower or any other
Credit Party provided for in this subsection 10.2 shall not result in any liability to the
Administrative Agent.




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




          10.4 Survival of Representations and Warranties. All representations and warranties
made hereunder and in any document, certificate or statement delivered pursuant hereto or in
connection







78









 







herewith shall survive the execution and delivery of this Agreement, the Letters of Credit and the
Notes. Notwithstanding anything herein or implied by law to the contrary, the agreements of each
Credit Party set forth in subsections 10.5 and 10.7 and the agreements of Lenders set forth in
subsections 3.9, 9.3 and 9.7 shall survive the payment of the Loans, the cancellation or expiration
of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination
hereof.




          10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the
Administrative Agent, the Syndication Agent and the Lead Arranger for all their reasonable
out-of-pocket costs and expenses incurred in connection with the development, negotiation,
preparation, execution and syndication of the Credit Documents and any other documents prepared in
connection herewith, and the consummation of the transactions contemplated hereby and thereby,
including, without limitation, the reasonable fees and disbursements of one firm of counsel (and
such other counsel in foreign jurisdictions as may be agreed by the Administrative Agent and the
Borrower) to the Administrative Agent, the Syndication Agent and the Lead Arranger, (b) to pay or
reimburse all of the reasonable expenses, including without limitation, reasonable fees and
expenses of counsel, incurred by the Administrative Agent in connection with the administration of
the facilities provided for herein or in connection with any amendments, waivers, work-outs or
restructurings in respect thereof, (c) to pay or reimburse the Administrative Agent, the
Syndication Agent, the Lead Arranger, the Issuing Lender and each Lender for all their costs and
expenses incurred in connection with, and to pay, indemnify, and hold the Administrative Agent, the
Syndication Agent, the Lead Arranger, the Issuing Lender and each Lender harmless from and against
any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection
with, the enforcement or preservation of any rights under any Credit Document and any such other
documents, including, without limitation, reasonable fees and disbursements of counsel to the
Administrative Agent, the Lead Arranger and each Lender and the charges of IntraLinks, SyndTrak or
a similar service, incurred in connection with the foregoing and in connection with advising the
Administrative Agent with respect to its rights and responsibilities under this Agreement and the
documentation relating thereto, (d) to pay, indemnify, and to hold the Administrative Agent, the
Syndication Agent, the Lead Arranger and each Lender harmless from any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes (other than withholding taxes), if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or consummation of any
of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, any Credit Document and any such other documents, and (e) to
pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Lead Arranger, the
Issuing Lender and each Lender and each of their Related Persons harmless from and against any and
all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (including, without limitation,
reasonable fees and disbursements of counsel) which may be incurred by or asserted against the
Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or the Lenders
or such Affiliates, officers, directors or trustees (x) arising out of or in connection with any
investigation, litigation or proceeding related to this Agreement, the other Credit Documents, the
proceeds of the Loans and the transactions contemplated by or in respect of such use of proceeds,
or any of the other transactions contemplated hereby, whether or not the Administrative Agent, the
Syndication Agent, the Lead Arranger, the Issuing Lender or any of the Lenders or such Affiliates,
officers, directors or trustees is a party thereto, including, without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under, any Environmental
Law applicable to the Bermuda Holdings, any of its Subsidiaries or any of the facilities and
properties owned, leased or
operated by the Bermuda Holdings or any of its Subsidiaries, or (y) without limiting the
generality of the foregoing, by reason of or in connection with the execution and delivery or
transfer of, or payment or failure to make payments under, Letters of Credit (it being agreed that
nothing in this subsection 10.5(e)(y) is intended to limit the Borrower’s obligations pursuant to
subsection 2.7) (all the







79









 







foregoing, collectively, the “indemnified liabilities”); provided that the Borrower shall
have no obligation hereunder with respect to indemnified liabilities of the Administrative Agent,
the Syndication Agent, the Lead Arranger, the Issuing Lender or any Lender or any of their
respective Affiliates, officers, directors and trustees to the extent, as determined by the final
and nonappealable decision of a court of competent jurisdiction, resulting from (i) the gross
negligence or willful misconduct of the person seeking indemnification or (ii) legal proceedings
commenced against the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing
Lender or Lender not arising from (A) violation of any law by Bermuda Holdings or any of its
Subsidiaries or (B) breach by Bermuda Holdings, Stratus Bermuda or the Borrower of its obligations
owed to the Administrative Agent or the Lenders under the Credit Documents (not including
obligations with respect to financial performance or payment) or any misrepresentation made by
Bermuda Holdings, Bermuda Holding or the Borrower under the Credit Documents, by (x) a security
holder or creditor of the indemnified person arising out of and based upon the rights afforded such
security holder or creditor solely in its capacity as such or (y) arising out of disputes, claims
or proceedings among the Agents, the Lenders and/or the Transferees. Without limiting the
foregoing, and to the extent permitted by applicable law, the Bermuda Holdings agrees not to
assert, and hereby waives (and shall cause its Subsidiaries not to assert and to waive) all rights
for contribution or any other rights of recovery with respect to all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever, under or related to Environmental Laws, that any of them might have by
statute or otherwise against the Administrative Agent, the Syndication Agent, the Lead Arranger,
the Issuing Lender or any Lender. The agreements in this subsection 10.5 shall survive repayment
of the Loans and all other amounts payable hereunder.




          10.6 Successors and Assigns; Participations and Assignments. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender
that issues any Letter of Credit), except that (i) Bermuda Holdings, Stratus Bermuda and the
Borrower may not assign or otherwise transfer any of their rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or transfer by Bermuda
Holdings, Stratus Bermuda and the Borrower without such consent shall be null and void), (ii)
whether or not such provisions shall be binding upon the successors of Bermuda Holdings shall be
subject to the terms of clause (ii) of subsection 6.10, if applicable, and (iii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in accordance with this
subsection.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in the
ordinary course of its commercial banking, lending or investment business and in accordance with
applicable law, assign to one or more assignees (each, an “Assignee”) all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Commitments and
the Loans at the time owing to it; provided, however, that each such assignment shall be of a
uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan
and any related Commitments with the prior written consent of:





     (A) the Borrower (such consent not to be unreasonably withheld or delayed), provided that no
consent of the Borrower shall be required for an assignment to (I) any Eligible Assignee, other
than in the case of any assignment of a Revolving Credit Commitment to an Assignee that is not
already a Revolving Lender, or (II) if an Event of Default has occurred and is continuing, any
other Person;




     (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed),
provided that no consent of the Administrative Agent shall be required for an assignment to an
Eligible Assignee; and



80









 






     (C) the Issuing Lender (such consent not to be unreasonably withheld or delayed),
provided that no consent of the Issuing Lender shall be required for an assignment to any
Eligible Assignee, other than in the case of any assignment of a Revolving Credit
Commitment to an Assignee that is not already a Revolving Lender.



               (ii) Assignments shall be subject to the following additional conditions:




     (A) except
in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitments or Loans or an assignment to any Eligible Assignee, the amount of the
Commitments or Loans of the assigning Lender subject to each such assignment (determined as
of the date the Assignment and Assumption with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the
Administrative Agent otherwise consent provided that (1) no such consent of the Borrower
shall be required if an Event of Default has occurred and is continuing and (2) such
amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds,
if any;




     (B) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500 (provided that only one such fee shall be payable in the context of multiple
simultaneous assignments in respect of each Lender and its affiliates or Approved Funds);




     (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an administrative questionnaire, and




     (D) in no event shall any Assignment be made to a natural Person, Bermuda Holdings or
any of its Subsidiaries.



          For the purposes of this subsection 10.6, “Approved Fund” means any Person (other than
a natural person) that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is administered or
managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.




               (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from
and after the effective date specified in each Assignment and Assumption the Assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
subsections 3.11, 3.12 and 10.5). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection 10.6 shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this subsection.



               (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive,
absent manifest error, and the Borrower, the Administrative Agent, the Issuing Lender and the
Lenders may treat each



81









 




Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower or any Lender (with respect to any entry relating to such
Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice.




               (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this subsection and any written consent to such assignment required by paragraph (b) of this
subsection, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective for purposes of
this Agreement unless it has been recorded in the Register as provided in this paragraph. On or
prior to such effective date, the Borrower, at its own expense, shall execute and deliver to the
Administrative Agent (in exchange for any or all of the Notes of the assigning Lender, if any) new
Notes to the order of such Assignee (if requested) in an amount equal to the Revolving Credit
Commitment, assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender
has retained a Commitment or Notes, as the case may be, to the order of the assigning Lender in an
amount equal to the Commitment, retained by it hereunder (if requested). Such new Notes shall be
dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby.



          (c) (i) Any Lender may, in the ordinary course of its commercial banking, lending or
investment business and in accordance with applicable law, without the consent of the Borrower or
the Administrative Agent, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations, (C) the
Borrower, the Administrative Agent, the Issuing Lender 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 (D) no such participations may be sold to a natural Person. Any agreement
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver that
(1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the
second sentence of subsection 10.1 and (2) directly affects such Participant. Subject to paragraph
(c)(ii) of this subsection, the Borrower agrees that each Participant shall be entitled to the
benefits of subsections 3.11 and 3.12 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this subsection. To the extent permitted by
law, each Participant also shall be entitled to the benefits of subsection 10.7(b) as though it
were a Lender, provided such Participant shall be subject to subsection 10.7(a) as though it were a
Lender.




               (ii) A Participant shall not be entitled to receive any greater payment under subsection 3.11
or 3.12 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent. Any Participant that is a Foreign Lender shall not
be entitled to the benefits of subsection 4.11 unless such Participant complies with subsection
3.11(B)(d).



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this subsection shall
not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security







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interest shall release a Lender from any of its obligations hereunder or substitute any such
pledgee or Assignee for such Lender as a party hereto.




          (e) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it
may have funded hereunder to its designating Lender without the consent of the Borrower or the
Administrative Agent and without regard to the limitations set forth in subsection 10.6(b). The
Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute
against a Conduit Lender or join any other Person in instituting against a Conduit Lender any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state
bankruptcy or similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to institute such a
proceeding against such Conduit Lender during such period of forbearance.




          (f) The Administrative Agent, the Syndication Agent, the Lead Arranger and the Lenders agree
that they will use reasonable efforts to protect the confidentiality of non-public information
concerning Bermuda Holdings and its Subsidiaries in accordance with such Lender’s customary
procedures for handling confidential information of such nature. Notwithstanding the foregoing,
the Borrower authorizes each Lender to disclose (i) to its employees, officers, affiliates and
advisors, who shall be bound by the confidentiality provisions hereof, (ii) to any rating agency
when required by it, provided that, prior to any disclosure, such rating agency shall undertake in
writing to preserve the confidentiality of any confidential information relating to the Credit
Parties received by it from any of the Agents or any Lender, (iii) to any regulatory authority as
required by law, (iv) in connection with any enforcement or other legal action and (v) to any
Transferee and any prospective Transferee any and all information in such Lender’s possession
concerning Bermuda Holdings and its Subsidiaries which has been delivered to such Lender by or on
behalf of Bermuda Holdings or any of its Subsidiaries pursuant to this Agreement or which has been
delivered to such Lender by or on behalf of the Borrower or any of its Subsidiaries in connection
with such Lender’s credit evaluation of the Borrower prior to becoming a party to this Agreement;
provided that each Lender shall cause its respective prospective Transferees to agree in writing to
protect the confidentiality of any confidential information concerning Bermuda Holdings and its
Subsidiaries and Affiliates.




          (g) If, pursuant to this subsection 10.6, any interest in this Agreement or any Note is
transferred to any Transferee which is organized under the laws of any jurisdiction other than the
United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, to comply with the terms of this Agreement including
without limitation subsection 3.11(B)(d).




          10.7 Adjustments; Set-off. (a) If any relevant Lender (a “benefitted Lender”)
shall at any time receive any payment of all or part of any of its Loans or L/C Participating
Interests, as the case may be, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in clause (f) of Section 8, or otherwise) in a greater proportion than any such payment
to and collateral received by any other relevant Lender, if any, in respect of such other relevant
Lender’s Loans or L/C Participating Interests, as the case may be, or interest thereon, such
benefitted Lender shall purchase for cash from the other relevant Lenders such portion of each such
other relevant Lender’s Loans or L/C Participating Interests, as the case may be, or shall provide
such other relevant Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the relevant Lenders; provided that if all or any
portion of such excess payment or benefits is thereafter recovered from such benefitted Lender,
such purchase shall be rescinded, and the purchase price and benefits returned, to the





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extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing
a portion of another Lender’s Loans and/or L/C Participating Interests may exercise all rights of
payment (including, without limitation, rights of set-off) with respect to such portion as fully as
if such Lender were the direct holder of such portion. The Administrative Agent shall promptly
give the Borrower notice of any set-off; provided that the failure to give such notice shall not
affect the validity of such set-off.




          (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall
have the right, without prior notice to the Borrower, any such notice being expressly waived by the
Borrower to the extent permitted by applicable law, upon the filing of a petition under any of the
provisions of the federal bankruptcy code or amendments thereto, by or against; the making of an
assignment for the benefit of creditors by; the application for the appointment, or the
appointment, of any receiver of, or of any substantial portion of the property of; the issuance of
any execution against any substantial portion of the property of; the issuance of a subpoena or
order, in supplementary proceedings, against or with respect to any substantial portion of the
property of; or the issuance of a warrant of attachment against any substantial portion of the
property of; the Borrower to set off and apply against any indebtedness, whether matured or
unmatured, of the Borrower to such Lender, any amount owing from such Lender to the Borrower, at or
at any time after, the happening of any of the above mentioned events, and as security for such
indebtedness, the Borrower hereby grants to each Lender a continuing security interest in any and
all deposits, accounts or moneys of Borrower then or thereafter maintained with such Lender,
subject in each case to subsection 10.7(a) of this Agreement. The aforesaid right of set-off may be
exercised by such Lender against the Borrower or against any trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment
creditor of the Borrower, or against anyone else claiming through or against the Borrower or such
trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or
execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off
shall not have been exercised by such Lender prior to the making, filing or issuance, or service
upon such Lender of, or of notice of, any such petition; assignment for the benefit of creditors;
appointment or application for the appointment of a receiver; or issuance of execution, subpoena,
order or warrant. Each Lender agrees promptly to notify the Borrower and the Administrative Agent
after any such set-off and application made by such Lender; provided that the failure to give such
notice shall not affect the validity of such set-off and application.




          10.8 Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the Administrative Agent. This
Agreement shall become effective with respect to the Borrower, the Administrative Agent, the
Syndication Agent and the Lenders when the Administrative Agent shall have received copies of this
Agreement executed by the Borrower, the Administrative Agent, the Syndication Agent and the
Lenders, or, in the case of any Lender, shall have received telephonic confirmation from such
Lender stating that such Lender has executed counterparts of this Agreement or the signature pages
hereto and sent the same to the Administrative Agent. Delivery of an executed signature page of
this Agreement by telecopy transmission shall be as effective as delivery of a manually executed
counterpart hereof.




          10.9 Governing Law; No Third Party Rights. This Agreement and the Notes and the rights
and obligations of the parties under this Agreement and the Notes shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York. This Agreement is
solely for the benefit of the parties hereto and their respective successors and assigns, and,
except as set forth in subsection 10.6, no other Persons shall have any right, benefit, priority or
interest under, or because of the existence of, this Agreement.





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          10.10 Submission to Jurisdiction; Waivers. (a) Each party to this Agreement hereby
irrevocably and unconditionally:





     (i) submits for itself and its property in any legal action or proceeding relating to this
Agreement or any of the other Credit Documents, or for recognition and enforcement of any judgment
in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New
York, the courts of the United States for the Southern District of New York, and appellate courts
from any thereof;




     (ii) consents that any such action or proceeding may be brought in such courts, and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;




     (iii) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to such party at its address set forth in subsection 10.2 or at such other address
of which the Administrative Agent shall have been notified pursuant thereto; and




     (iv) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.



          (b) Each party hereto unconditionally waives trial by jury in any legal action or proceeding
referred to in paragraph (a) above and any counterclaim therein.




          10.11 Releases. The Administrative Agent and the Lenders agree to cooperate with Bermuda
Holdings and its Subsidiaries with respect to any sale or other disposition permitted by subsection
7.5 and promptly take such action and execute and deliver such instruments and documents necessary
to release the liens and security interests created by the Security Documents relating to any of
the assets or property affected by any such sale permitted by subsection 7.5, including, without
limitation, any Uniform Commercial Code amendment, release or termination or partial release or
termination statements.




          10.12 Interest. Each provision in this Agreement and each other Credit Document is expressly
limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, by
the Borrower for the use, forbearance or detention of the money to be loaned under this Agreement
or any other Credit Document or otherwise (including any sums paid as required by any covenant or
obligation contained herein or in any other Credit Document which is for the use, forbearance or
detention of such money), exceed that amount of money which would cause the effective rate of
interest to exceed the highest lawful rate permitted by applicable law (the “Highest Lawful Rate”),
and all amounts owed under this Agreement and each other Credit Document shall be held to be
subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the
use, forbearance or detention of money under this Agreement or such other Credit Document shall in
no event exceed that amount of money which would cause the effective rate of interest to exceed the
Highest Lawful Rate. Notwithstanding any provision in this Agreement or any other Credit Document
to the contrary, if the maturity of the Loans or the obligations in respect of the other Credit
Documents are accelerated for any reason, or in the event of any prepayment of all or any portion
of the Loans or the obligations in respect of the other Credit Documents by the Borrower or in any
other event, earned interest on the Loans and such other obligations of the Borrower may never exceed the Highest Lawful Rate, and any
unearned interest otherwise payable on the Loans or the obligations in respect of the other Credit
Documents that is in excess of the Highest Lawful Rate shall be canceled automatically as of the
date of such acceleration or prepayment or other







85









 







such event and (if theretofore paid) shall, at the option of the holder of the Loans or such other
obligations, be either refunded to the Borrower or credited on the principal of the Loans. In
determining whether or not the interest paid or payable, under any specific contingency, exceeds
the Highest Lawful Rate, the Borrower and the Lenders shall, to the maximum extent permitted by
applicable law, amortize, prorate, allocate and spread, in equal parts during the period of the
actual term of this Agreement, all interest at any time contracted for, charged, received or
reserved in connection with this Agreement.




          10.13 Permitted Payments and Transactions. Notwithstanding any provision to the contrary
contained in this Agreement, the Borrower and its Subsidiaries shall be permitted to make payments
(including fees and expenses) pursuant to or in respect of, the following agreements, and, in the
case of clauses (a), (d), (e) and (f) below, to engage in the following transactions: (a) (i) the
Marketing Services Agreement, (ii) the R&D Services Agreements, (iii) the Agreement for Management
Advisory, Strategic Planning and Consulting Services between Investcorp International, Inc. and the
Borrower dated as of October 1, 2005, and (iv) the Agreement for Management Advisory, Strategic
Planning and Consulting Services between MidOcean US Advisor, LP and the Borrower dated as of
October 1, 2005; (b) agreements with any Person or Persons providing for the payment of customary
fees in connection with serving as a director of the Borrower or any of its Subsidiaries; (c)
agreements providing for the payment of commercially reasonable fees in connection with any
permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition
of any assets of the Borrower or any of its Subsidiaries; (d) the borrowing of any Indebtedness to
the extent, and upon the terms and conditions, the same is expressly permitted under subsection
7.1; (e) agreements providing for commercially reasonable fees in connection with any permitted
purchase or acquisition of stock or assets by the Borrower or any of its Subsidiaries and (f) the
Transactions.




          10.14 PATRIOT Act. Each Lender subject to the Act hereby notifies the Borrower that pursuant
to the requirements of the Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is hereby required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the Act.




          SECTION 11. BERMUDA HOLDINGS AND STRATUS BERMUDA GUARANTY




          11.1 Guaranty




          (a) In order to induce the Administrative Agent, the Issuing Lender and the Lenders to enter
into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to
enter into Swap Agreements and in recognition of the direct benefits to be received by Bermuda
Holdings and Stratus Bermuda from the proceeds of the Loans, the issuance of the Letters of Credit
and the entering into of such Swap Agreements, Bermuda Holdings and Stratus Bermuda hereby agree
with the Guaranteed Creditors as follows: (i) each of Bermuda Holdings and Stratus Bermuda hereby
unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the
Guaranteed Creditors and their respective successors, indorsees, transferees and assigns, the
prompt and complete payment and performance by the Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Guaranteed Obligations, and each of Bermuda Holdings
and Stratus Bermuda further agrees to pay any and all expenses (including, without limitation, all
reasonable fees and disbursements of counsel) which may be paid or incurred by the Guaranteed Creditors in enforcing, or obtaining
advice of counsel in respect of, any rights with respect to, or collecting, any or all of the
Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, Bermuda
Holdings and/or Stratus Bermuda under this Bermuda Holdings and Stratus Bermuda Guaranty.







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          (b) Anything herein or in any other Credit Document to the contrary notwithstanding, the
maximum liability of Bermuda Holdings and Stratus Bermuda hereunder and under the other Credit
Documents shall in no event exceed the amount which can be guaranteed by Bermuda Holdings and/or
Stratus Bermuda under applicable federal and state laws relating to the insolvency of debtors.




          (c) Each of Bermuda Holdings and Stratus Bermuda agrees that the Guaranteed Obligations may at
any time and from time to time exceed the amount of the liability of Bermuda Holdings and/or
Stratus Bermuda hereunder without impairing this Bermuda Holdings and Stratus Bermuda Guaranty or
affecting the rights of any Guaranteed Creditor hereunder.




          (d) No payment or payments made by the Borrower, any Subsidiary Guarantor or any other Person
or received or collected by the Administrative Agent or any Lender from the Borrower, any
Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or in payment of the
Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any of
Bermuda Holdings and Stratus Bermuda hereunder which shall, notwithstanding any such payment or
payments other than payments made by any of Bermuda Holdings and Stratus Bermuda in respect of the
Guaranteed Obligations or payments received or collected from Bermuda Holdings and Stratus Bermuda
in respect of the Guaranteed Obligations, remain liable for the Guaranteed Obligations up to the
maximum liability of Bermuda Holdings and/or Stratus Bermuda hereunder until the Guaranteed
Obligations are paid in full, the Revolving Credit Commitments are terminated and either no Letters
of Credit are outstanding or each outstanding Letter of Credit has been Cash Collateralized so that
it is fully secured to the satisfaction of the Administrative Agent.




          (e) Each of Bermuda Holdings and Stratus Bermuda agrees that whenever, at any time, or from
time to time, it shall make any payment to a Guaranteed Creditor on account of its liability
hereunder, it will notify the Administrative Agent in writing that such payment is made under this
Bermuda Holdings and Stratus Bermuda Guaranty for such purpose.




          11.2 Right of Set-off.




          Upon: (i) the filing of a petition under any of the provisions of the Bankruptcy Code or
amendments thereto, by or against; (ii) the making of an assignment for the benefit of creditors
by; (iii) the application for the appointment, or the appointment, of any receiver of, or of any
substantial portion of the property of; (iv) the issuance of any execution against any substantial
portion of the property of; (v) the issuance of a subpoena or order, in supplementary proceedings,
against or with respect to any substantial portion of the property of; or (vi) the issuance of a
warrant of attachment against any substantial portion of the property of, the Borrower, each of
Bermuda Holdings and Stratus Bermuda hereby irrevocably authorizes each Lender at any time and from
time to time without notice to Bermuda Holdings or Stratus Bermuda or any Subsidiary Guarantor, any
such notice being expressly waived by Bermuda Holdings and Stratus Bermuda, to set off and
appropriate and apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any currency, in each
case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender to or for the credit or the account of Bermuda Holdings and/or Stratus Bermuda, or any part thereof in such amounts as such Lender may elect, against and on account of the
obligations and liabilities of Bermuda Holdings and Stratus Bermuda to such Lender hereunder, the
Notes, or the other Credit Documents, as such Lender may elect, whether or not the Administrative Agent or any Lender has
made any demand for payment and although such obligations, liabilities and claims may be contingent
or unmatured. Each Lender agrees to notify Bermuda Holdings and/or Stratus Bermuda (as the case
may be) promptly of any such set-off and the







87









 







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




          11.3 No Subrogation.




          Notwithstanding any payment or payments made by any of Bermuda Holdings or Stratus Bermuda
hereunder or any set-off or application of funds of any of Bermuda Holdings or Stratus Bermuda by
any Lender, any of Bermuda Holdings or Stratus Bermuda shall not be entitled to be subrogated to
any of the rights of the Guaranteed Creditors against the Borrower or any Subsidiary Guarantor or
any collateral security or guarantee or right of offset held by any Lender for the payment of the
Guaranteed Obligations, nor shall Bermuda Holdings or Stratus Bermuda seek or be entitled to seek
any contribution or reimbursement from any Subsidiary Guarantor in respect of payments made by
Bermuda Holdings or Stratus Bermuda hereunder, and any such rights of subrogation and reimbursement
of Bermuda Holdings or Stratus Bermuda are hereby waived until all amounts owing to the Guaranteed
Creditors by the Borrower on account of the Guaranteed Obligations are paid in full, the Revolving
Credit Commitments are terminated and either no Letters of Credit are outstanding or each
outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the
satisfaction of the Administrative Agent.




          11.4 Amendments, etc. with respect to the Guaranteed Obligations; Waiver of Rights.




          Each of Bermuda Holdings and Stratus Bermuda shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any of Bermuda Holdings or Stratus Bermuda and without notice to
or further assent by Bermuda Holdings or Stratus Bermuda, any demand for payment of any of the
Guaranteed Obligations made by the Guaranteed Creditors may be rescinded by such party and any of
the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by the Guaranteed
Creditors and this Agreement, the Notes, the other Credit Documents, any Letter of Credit, any Swap
Agreement and any other collateral security document or other guarantee or document in connection
therewith may be amended, modified, supplemented or terminated, in whole or in part, as the
Guaranteed Creditors may deem advisable from time to time, and any collateral security, guarantee
or right of offset at any time held by the Administrative Agent or any Lender for the payment of
the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. No Guaranteed
Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for the Guaranteed Obligations or for this Bermuda Holdings and Stratus Bermuda
Guaranty or any property subject thereto. When making any demand hereunder against any of Bermuda
Holdings or Stratus Bermuda, the Guaranteed Creditors may, but shall be under no obligation to,
make a similar demand on any Subsidiary Guarantor, and any failure by the Administrative Agent or
any Lender to make any such demand or to collect any payments from any such Subsidiary Guarantor or
any release of any such Subsidiary Guarantor shall not relieve any of Bermuda Holdings or Stratus
Bermuda of its obligations or liabilities hereunder, and shall not impair or affect the rights and
remedies, express or implied, or as a matter of law, of the Guaranteed Creditors against Bermuda
Holdings or Stratus Bermuda. For the purposes hereof “demand” shall include the commencement and
continuance of any legal proceedings.




          11.5 Guarantee Absolute and Unconditional.




          Each of Bermuda Holdings and Stratus Bermuda waives any and all notice of the creation,
renewal, extension or accrual of any of the Guaranteed Obligations guaranteed by Bermuda






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Holdings and Stratus Bermuda, and notice of or proof of reliance by the Guaranteed Creditors upon
this Bermuda Holdings and Stratus Bermuda Guaranty or acceptance of this Bermuda Holdings and
Stratus Bermuda Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed
to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Bermuda Holdings and Stratus Bermuda Guaranty; and all dealings between the Borrower or
any of the Subsidiary Guarantors and the Guaranteed Creditors shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Bermuda Holdings and Stratus Bermuda
Guaranty. Each of Bermuda Holdings and Stratus Bermuda waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon the Borrower or any of the
Subsidiary Guarantors with respect to the Guaranteed Obligations guaranteed by Bermuda Holdings and
Stratus Bermuda. Each of Bermuda Holdings and Stratus Bermuda understands and agrees that this
Bermuda Holdings and Stratus Bermuda Guaranty shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability
of this Agreement, the Notes, any other Credit Document, the Letters of Credit, any Swap
Agreements, any of the Guaranteed Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to time held by the
Guaranteed Creditors, (b) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the Borrower, any of the
Subsidiary Guarantors or any other Person against the Guaranteed Creditors, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Subsidiary
Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge
of the Borrower for the Guaranteed Obligations, or of Bermuda Holdings or Stratus Bermuda , in
bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any of
Bermuda Holdings or Stratus Bermuda , the Guaranteed Creditors may, but shall be under no
obligation to, pursue such rights and remedies as they may have against the Borrower or any other
Person or against any collateral security or guarantee for the Guaranteed Obligations or any right
of offset with respect thereto, and any failure by the Guaranteed Creditors to pursue such other
rights or remedies or to collect any payments from the Borrower or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such right of offset, or
any release of the Borrower or any such other Person or any such collateral security, guarantee or
right of offset, shall not relieve Bermuda Holdings and/or Stratus Bermuda of any liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Guaranteed Creditors against Bermuda Holdings and Stratus
Bermuda . This Bermuda Holdings and Stratus Bermuda Guaranty shall remain in full force and effect
and be binding in accordance with and to the extent of its terms upon each of Bermuda Holdings and
Stratus Bermuda and the successors and assigns thereof, and shall inure to the benefit of the
Guaranteed Creditors, and their respective successors, indorsees, transferees and assigns, until
all the Guaranteed Obligations and the obligations of each of Bermuda Holdings and Stratus Bermuda
under this Bermuda Holdings and Stratus Bermuda Guaranty shall have been satisfied by payment in
full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been
Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and
the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during
the term of this Agreement the Borrower may be free from any Guaranteed Obligations.




          11.6 Reinstatement.




          This Bermuda Holdings and Stratus Bermuda Guaranty shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of the Guaranteed
Obligations is rescinded or must otherwise be restored or returned by the Guaranteed
Creditors upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower, Bermuda Holdings, Stratus Bermuda or of any Subsidiary Guarantor, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for,
the Borrower, Bermuda Holdings, Stratus






89









 







Bermuda or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as
though such payments had not been made.




          11.7 Payments.




          Each of Bermuda Holdings and Stratus Bermuda hereby guarantees that payments hereunder will be
paid in Dollars to the Administrative Agent without set-off or counterclaim at the office of the
Administrative Agent located at 520 Madison Avenue, 18th Floor, New York, New York, 10022 or at
such other office as the Administrative Agent may notify to Bermuda Holdings and Stratus Bermuda in
accordance with subsection 10.2.




[Remainder of page intentionally left blank]








90









 








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




	 	 	 	 	 
	 	STRATUS TECHNOLOGIES, INC., as Borrower

 	 
	 	By:  	/s/
Frederick S. Prifty	 
	 	 	Name:  	Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature Page to Revolving Credit Agreement







 









 








	 	 	 	 	 
	 	STRATUS TECHNOLOGIES BERMUDA

HOLDINGS LTD., as Guarantor

 	 
	 	By:  	/s/ Frederick S. Prifty	 
	 	 	Name:  	Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature Page to Revolving Credit Agreement








 









 








	 	 	 	 	 
	 	STRATUS TECHNOLOGIES BERMUDA LTD., as 

Guarantor

 	 
	 	By:  	/s/ Frederick S. Prifty 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:  	 	 
	 



Signature Page to Revolving Credit Agreement








 









 








	 	 	 	 	 
	 	JEFFERIES FINANCE LLC,

as Administrative Agent, Sole Lead Arranger, Sole

Bookrunner and Syndication Agent

 	 
	 	By:  	/s/ Carl A. Toriello
 	 
	 	 	Name:  	Carl A. Toriello 	 
	 	 	Title:  	Executive Vice President 	 
	 



Signature Page to Revolving Credit Agreement







 









 








	 	 	 	 	 
	 	JEFFERIES FINANCE LLC,

as Lender

 	 
	 	By:  	/s/ Carl A. Toriello
 	 
	 	 	Name:  	Carl A. Toriello 	 
	 	 	Title:  	Chief Operating Officer 	 
	 



Signature Page to Revolving Credit Agreement







 









 









Schedule I to the

Credit Agreement




Lenders Addresses and Commitments




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving Credit	 
	Lender	 	Address	 	Lending Office	 	Commitment	 
	 
	 	520 Madison Avenue	 	520 Madison Avenue	 	 	 	 
	 
	 	18th Floor	 	18th Floor	 	 	 	 
	 
	 	New York, New York 10022	 	New York, New York 10022	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Jefferies Finance
	 	 	 	 	 	$	25,000,000	 
	LLC
	 	Attention: E. Joseph Hess	 	Attention: E. Joseph Hess	 	 	 	 
	 
	 	Telephone: (212) 284-8168	 	Telephone: (212) 284-8168	 	 	 	 
	 
	 	Telecopier: (212) 284-3444	 	Telecopier: (212) 284-3444	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	 	 	 	 	$	25,000,000	 
	 
	 	 	 	 	 	 	 







 









 





Schedule 4.7 to the

Credit Agreement




Litigation



On January 2, 2009, Stratus Technologies Bermuda Ltd. sold its proprietary Emergent Networks
Solutions VOIP Software business and certain net assets related to its telecommunications business
for $1.9 million in cash and $5.0 million in an 8% two-year note receivable. Stratus Technologies
Bermuda Ltd. (“Plaintiff”) is currently in litigation in the United States District Court
for the Southern District of New York with Stratus Telecommunications LLC and its parent guarantor,
YMAX Corporation (“Defendants”), related to a delinquent installment payment of $1.5
million on the $5.0 million note payable to Plaintiff. Defendants have filed an answer to the
complaint, counter-claims and a document production request. Defendants’ claims include breach of
contract (failure to disclose assumed liabilities) and bad faith. Defendants have claimed damages
ranging from $75,000 to upwards of $1.5 million. The litigation is currently in discovery.







2









 








Schedule 4.12 to the

Credit Agreement




Subsidiaries




Direct Subsidiary of Stratus Technologies Bermuda Holdings Ltd.



	 	 	 
	Name	 	Jurisdiction of Incorporation
	Stratus Technologies Bermuda Ltd.

	 	Bermuda






Direct Subsidiaries of Stratus Technologies Bermuda Ltd.




	 	 	 
	Name	 	Jurisdiction of Incorporation
	SRA Technologies Cyprus Limited

	 	Cyprus
	Stratus Technologies, Inc.

	 	State of Delaware, United States
	Stratus Technologies Ireland Limited

	 	Ireland
	AVANCE Technologies Ltd.

	 	Bermuda






Direct Subsidiary of SRA Technologies Cyprus Limited




	 	 	 
	Name	 	Jurisdiction of Incorporation
	Stratus Technologies Pvt. Ltd.

	 	India






Direct Subsidiaries of Stratus Technologies, Inc.




	 	 	 
	Name	 	Jurisdiction of Incorporation
	Stratus Technologies Pty. Limited

	 	Australia
	Stratus Technologies Canada Corporation

	 	Canada
	Stratus Technologies, S.A.S.

	 	France
	Stratus Technologies GmbH

	 	Germany
	Stratus Technologies (HK) Limited

	 	Hong Kong
	Stratus Technologies Italia SrL

	 	Italy
	Stratus Technologies Japan, Inc.

	 	Japan
	Stratus Technologies (Korea) Limited

	 	Korea
	Stratus Technologies B.V.

	 	Netherlands
	Stratus Technologies (NZ) Limited

	 	New Zealand
	Stratus Technologies (Singapore) Pte. Limited

	 	Singapore
	Stratus Computer Technologies (Pty.) Limited

	 	South Africa
	Stratus Technologies España S.A.

	 	Spain
	Stratus Technologies Systems Limited

	 	United Kingdom
	Cemprus Technologies, Inc.

	 	State of Delaware, United States






3









 






Direct Subsidiaries of Cemprus Technologies, Inc.




	 	 	 
	Name	 	Jurisdiction of Incorporation
	Cemprus, LLC

	 	State of Delaware, United States






4









 






Schedule 4.13 to

Credit Agreement




Fee Properties




None

Mortgaged Properties



None



Leased Properties



	 	 	 	 	 	 	 	 	 	 	 
	 	 	State	 	City	 	Property	 	Lessor/Licensor	 	Lessee/Licensee
	1.

	 	AZ
	 	Phoenix
	 	4455 E. Camelback Road
	 	4455 CAM-PAC,
	 	Stratus
	 

	 	 	 	 	 	The Park, Suite 115
	 	L.L.C., as lessor
	 	Technologies, Inc.,
	 

	 	 	 	 	 	 	 	 	 	as lessee
	 
	 	 	 	 	 	 	 	 	 	 
	2.

	 	MA
	 	Maynard
	 	109 Powdermill Road
	 	DEK Portfolio
	 	Stratus
	 

	 	 	 	 	 	 	 	Limited
	 	Technologies, Inc.,
	 

	 	 	 	 	 	 	 	Partnership, as
	 	as licensee
	 

	 	 	 	 	 	 	 	licensor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.

	 	MA
	 	Maynard
	 	111 Powdermill Road
	 	DEK Portfolio
	 	Stratus
	 

	 	 	 	 	 	 	 	Limited
	 	Technologies, Inc.,
	 

	 	 	 	 	 	 	 	Partnership, as
	 	as lessee
	 

	 	 	 	 	 	 	 	lessor	 	 






5









 






Schedule 4.15(b) to the

Credit Agreement




UCC Filing Offices




	 	 	 	 	 
	Grantor	 	Location of Filing Office	 	Name of Filing Office
	Stratus Technologies
	 	 	 	 
	Bermuda Holdings Ltd.

	 	District of Columbia
	 	Recorder of Deeds
	 
	 	 	 	 
	Stratus Technologies
	 	 	 	 
	Bermuda Ltd.

	 	District of Columbia
	 	Recorder of Deeds
	 
	 	 	 	 
	SRA Technologies Cyprus
	 	 	 	 
	Limited

	 	District of Columbia
	 	Recorder of Deeds
	 
	 	 	 	 
	Stratus Technologies, Inc.

	 	Delaware
	 	Secretary of State
	 
	 	 	 	 
	Stratus Technologies
	 	 	 	 
	Ireland Limited

	 	District of Columbia
	 	Recorder of Deeds
	 
	 	 	 	 
	Cemprus Technologies, Inc.

	 	Delaware
	 	Secretary of State
	 
	 	 	 	 
	Cemprus, LLC

	 	Delaware
	 	Secretary of State






6









 






Schedule 4.16 to the

Credit Agreement




Trademarks and Copyrights



Patents and Pending Patents



See attached.



Licensed Patents



See attached.



Registered and Pending Trademarks/Service Marks



See attached.



Licensed Registered Trademarks 



None.



Registered Copyrights



See attached.



Licensed Registered Copyrights



See attached.



Registered Domain Names



See attached.



Pending Claims



None.





7











 





Stratus Technologies Bermuda Ltd.

(f/k/a Stratus Technologies International, SA.R.L.

Stratus Computer Systems, S.A.RL.)




Issued Patents




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Kirkpatrick	 	 	 	 	 	 	 	 
	 	 	Ref. No. 	 	Stratus	 	 	 	 	 	 
	 	 	(Case No.):	 	Ref. No.	 	Title	 	Issue Date:	 	Patent #:
	1

	 	SRT-001
	 	S8
	 	Methods and
Apparatus for
Persistent Volatile
Computer Memory
	 	11-Jan-2005
	 	 	6,842,823	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	SRT-003
	 	S12
	 	Method and
Apparatus for
Deterministically
Booting a Redundant
Fault-Tolerant
System
	 	10-Feb-2004
	 	 	6,691,225	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	SRT-008
	 	H21
	 	Methods and
Apparatus for
Generating
High-Frequency
Clocks
Deterministically
From a Low-
Frequency System
Reference Clock
	 	02-Nov-2004
	 	 	6,813,721	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	SRT-009
	 	H3/13
	 	A Method and
Apparatus for
Efficiently Moving
Portions of a
Memory Block
	 	20-Sep-2005
	 	 	6,948,010	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	SRT-010
	 	S11
	 	Maintenance of
Consistent,
Redundant Mass
Storage Images
	 	05-Oct-2004
	 	 	6,802,022	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	SRT-011
	 	H7
	 	Caching For I/O
Virtual Address
Translation And
Validation Using
Devise Drivers
	 	26-Apr-2005
	 	 	6,886,171	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	SRT-012
	 	H5
	 	Apparatus and
Methods for
Identifying Bus
Protocol Violations
	 	20-Jul-2004
	 	 	6,766,479	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8

	 	SRT-013
	 	H26
	 	Method and
Apparatus for Clock
Management Based on
Environmental
Conditions
	 	06-Apr-2004
	 	 	6,718,474	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9

	 	SRT-014
	 	S32
	 	Implementing
Standards-Based
File Operations in
Proprietary
Operating Systems
	 	29-Nov-2005
	 	 	6,970,892	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10

	 	SRT-016
	 	H8
	 	Methods And
Apparatus for
Computer Bus Error
Termination
	 	07-Feb-2006
	 	 	6,996,750	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	11

	 	SRT-019
	 	S34
	 	Systems and Methods
for Caching With
File-Level
Granularity
	 	20-Jul-2004
	 	 	6,766,413	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	SRT-020
	 	H27
	 	Coordinated
Recalibration Of
High Bandwidth
Memories in a
Multiprocessor
Computer
	 	29-Mar-2005
	 	 	6,874,102	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	13

	 	SRT-021
	 	S33
	 	A Method and
Apparatus for
Storing
Transactional
Information in
Persistent Memory
	 	31-May-2005
	 	 	6,901,481	 






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Kirkpatrick	 	 	 	 	 	 	 	 
	 	 	Ref. No. 	 	Stratus	 	 	 	 	 	 
	 	 	(Case
No.):	 	Ref. No.	 	Title	 	Issue Date:	 	Patent #:
	14

	 	SRT-022
	 	 	 	Apparatus and Methods
for Fault Tolerant
Computing Using a
Switching Fabric
	 	20-Jun-2006
	 	 	7,065,672	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	15

	 	SRT-023
	 	S35
	 	A Method and Apparatus
for Managing Session
Information
	 	01-Mar-2005
	 	 	6,862,689	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	16

	 	SRT-024
	 	H42
	 	Apparatus and Method for
Accessing a Mass
Storage Device in a
Fault-Tolerant Server
	 	29-Nov-2005
	 	 	6,971,043	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	17

	 	SRT-025
	 	H40
	 	Apparatus and Method for
Two Computing Elements
in a Fault-Tolerant
Server to Execute
Instructions In
Lockstep
	 	09-Aug-2005
	 	 	6,928,583	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	18

	 	SRT-029
	 	S9
	 	System and Method for
Operating a SCSI Bus
With Redundant SCSI
Adaptors
	 	11-May-2004
	 	 	6,735,715	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	19

	 	SRT-030
	 	HI5/16/19
	 	System and Method for
Operating a System With
Redundant Peripheral Bus
Controllers
	 	16-Mar-2004
	 	 	6,708,283	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	20

	 	SRT-031
	 	H10
	 	Hot Plug Switch Mechanism
	 	12-Mar-2002
	 	 	6,355,991	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	21

	 	SRT-032
	 	H1
	 	Fault-Tolerant Computer
System With Voter Delay
Buffer
	 	16-Nov-2004
	 	 	6,820,213	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	22

	 	SRT-033
	 	S3A
	 	Fault-Tolerant
Maintenance Bus
Architecture
	 	14-Oct-2003
	 	 	6,633,996	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23

	 	SRT-034
	 	H12
	 	Method and System for
Upgrading
Fault-Tolerant Systems
	 	03-Feb-2004
	 	 	6,687,851	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	24

	 	SRT-035
	 	S3B
	 	Fault-Tolerant
Maintenance Bus
Protocol and Method for
Using The Same
	 	10-Feb-2004
	 	 	6,691,257	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25

	 	SRT-059
	 	 	 	Systems and Methods for
Checkpointing
	 	24-Feb-2009
	 	 	7,496,787	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	26

	 	SRT-067
	 	 	 	Systems and Methods for
Maintaining Lock Step
Operation
	 	24-Feb-2009
	 	 	7,496,786	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	27

	 	 	 	 	 	Systems and Methods for
Split Mode Operation of
Fault-Tolerant Computer
Systems
	 	23-Feb-2010
	 	 	7,669,073	 






9









 






Pending Patent Applications




	 	 	 	 	 	 	 	 	 	 	 
	Kirkpatrick	 	 	 	 	 	 	 	 	 	 
	Ref. No.	 	Stratus	 	 	 	 	 	 	 	 
	(Case No.)	 	Ref. No.	 	Country	 	Title	 	Filing Date:	 	Application #:
	SRT-062

	 	H81
	 	US
	 	Apparatus and
Method for High
Performance
Checkpointing and
Rollback of
Network Operations
	 	23-Jan-2006
	 	11/337,697
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-064

	 	H85
	 	US
	 	Tracking Modified
Pages on a Computer
System
	 	23-Nov-2004
	 	10/997,409
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-067

	 	H75
	 	US
	 	Systems and Methods
for Maintaining
Lock Step Operation
	 	30-Sep-2008
	 	12/242,043
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-071

	 	 	 	US
	 	Apparatus and
Method for
Redundant and
Spread Spectrum
Clocking
	 	23-Aug-2007
	 	11/895,048
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-072

	 	 	 	US
	 	Systems and Methods
of High
Availability
Cluster Environment
Failover Protection
	 	26-Nov-2007
	 	11/986,792
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-073

	 	 	 	US
	 	System and Methods
for Managing Rules
	 	30-Nov-2007
	 	11/998,581
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-074

	 	 	 	US
	 	Systems and Methods
for Managing
Multi-Component
Systems in an
Infrastructure
	 	30-Sep-2008
	 	12/241,723
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-075

	 	 	 	US
	 	Method for
Dynamically
Determining a
Predetermined
Previous Condition
of a Rule-based
System
	 	12-Aug-2008
	 	12/189,843






 









 






Licensed Patents




Stratus Computer, Inc. (OldCo) Patents licensed under the Asset Purchase of Stratus Computer Inc.
by Stratus Computer Systems International Sarl of February 26, 1999. (divestiture agreement).




	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	06/742,039

	 	 	4,654,857	 	 	Digital Data Processor
with High Reliability
	 	USA
	 	03/31/87
	 	03/31/04
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0,077,154	 	 	Digital Data Processor
with High Reliability
	 	EPO
	 	10/12/86
	 	09/30/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,830,325	 	 	Digital Data Processor
with High Reliability
	 	Japan
	 	03/15/94	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,178,712	 	 	Digital Data Processor
with High Reliability
	 	Canada
	 	11/27/84
	 	11/27/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/904827

	 	 	4,750,177	 	 	Digital Data Processor
Apparatus w/Pipelined
with Fault Tolerant Bus
Protocol
	 	USA
	 	06/07/88
	 	09/08/06
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0,077,153	 	 	Digital Data Processor
with Fault Tolerant Bus
Protocol
	 	EPO
	 	03/04/87
	 	09/30/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,180,453	 	 	Digital Data Processor
with Fault Tolerant Bus
Protocol
	 	Canada
	 	01/02/85
	 	01/02/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	57-169959

	 	 	 	 	 	Digital Data Processor
with Fault Tolerant Bus
Protocol
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/307,525

	 	 	4,453,215	 	 	Central Processing
Apparatus for Fault
Tolerant Computing
	 	USA
	 	06/05/84
	 	10/01/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/698,257

	 	 	4,597,084	 	 	Computer Memory Apparatus
	 	USA
	 	06/24/86
	 	2/04/05
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/307,524

	 	 	4,486,826	 	 	Computer Peripheral
Control Apparatus
	 	USA
	 	12/04/84
	 	10/01/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,606,955	 	 	Computer Peripheral
Control Apparatus
	 	Japan
	 	06/13/91
	 	09/30/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0,076,655	 	 	Computer Peripheral
Control Apparatus
	 	EPO
	 	09/17/86
	 	09/30/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,178,374	 	 	Computer Peripheral
Control Apparatus
	 	Canada
	 	11/20/84
	 	11/20/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/927,746

	 	 	4,816,990	 	 	Method and Apparatus for
Fault Tolerant Computer
Systems
	 	USA
	 	03/28/89
	 	11/05/06
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable
Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0 267 011	 	 	Method and Apparatus for
Fault Tolerant Computer
Systems
	 	EPO	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	 

	 	 	 	 	 	Having Expandable
Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0 267 011	 	 	Method and
Apparatus for Fault
Tolerant Computer
Systems
	 	Switzerland	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable
Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0 267 011	 	 	Method and
Apparatus for Fault
Tolerant Cornputer
Systems
	 	Italy	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable
Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0 267 011	 	 	Method and
Apparatus for Fault
Tolerant Computer
Systems
	 	Germany	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable
Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	62-278458

	 	 	262 3261	 	 	Method and
Apparatus for Fault
Tolerant Computer
Systems
	 	Japan
	 	04/11/97
	 	11/05/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable
Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08325843

	 	 	 	 	 	Method and
Apparatus for Fault
Tolerant Computer
Systems
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable
Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/227,471

	 	 	4,966,604	 	 	Digital Data
Processing
Apparatus with
Pipeland Memory
Cycles
	 	USA
	 	09/12/89
	 	08/01/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	P62-201966

	 	 	 	 	 	Digital Dan
Processing
Apparatus with
Pipeland Memory
Cycles
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0256864	 	 	Digital Data
Processing
Apparatus with
Pipeland Memory
Cycles
	 	EPO
	 	02/23/94
	 	08/14/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/003,732

	 	 	5,020,024	 	 	Method and
Apparatus for
Detecting Selected
Absence of Digital
Logic Synchronism
	 	USA
	 	05/28/91
	 	05/28/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0349539	 	 	Method and
Apparatus for
Detecting Selected
Absence of Digital
Logic Synchronism
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	E88028B	 	 	Method and
Apparatus for
Digital Logic
Synchronism
Monitoring
	 	Austria
	 	01/14/88	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0,349,539	 	 	Method and
Apparatus for
Digital Logic
Synchronism
Monitoring
	 	Belgium
	 	04/07/93	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	P	3880132T2	 	 	Method and
Apparatus for
Digital Logic
Synchronism
Monitoring
	 	Germany
	 	04/07/93	 	 






12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	 

	 	 	614277	 	 	Method and
Apparatus for
Detecting Selected
Absence of Digital
Logic Synchronism
	 	Australia
	 	01/08/92
	 	01/14/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	68044/BE/93
	 	Method and
Apparatus for
Detecting Selected
Absence of Digital
Logic Synchronism
	 	Italy
	 	01/21/93
	 	01/14/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0349539	 	 	Method and
Apparatus for
Detecting Selected
Absence of Digital
Logic Synchronism
	 	Sweden
	 	04/07/93
	 	01/14/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2573508	 	 	Method and
Apparatus for
Deleting Selected
Absence of Digital
Logic Synchronism
	 	Japan
	 	10/24/98
	 	01/14/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PC/US88/00066

	 	 	 	 	 	Method and
Apparatus for
Detecting Selected
Absence of Digital
Logic Synchronism
	 	Patent
COOP
Treaty	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/018,629

	 	 	4,920,540	 	 	Fault-Tolerant
Digital Timing
Apparatus and
Method
	 	USA
	 	04/24/90
	 	02/25/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault-Tolerant
Digital Timing
Apparatus and
Method
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88102650.4

	 	 	0 280 258	 	 	Fault-Tolerant
Digital Timing
Apparatus and
Method
	 	EPO
	 	03/30/95
	 	02/23/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88102650.4

	 	 	0 250 258	 	 	Fault-Tolerant
Digital Timing
Apparatus and
Method
	 	France
	 	03/30/95
	 	02/23/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88102650.4

	 	 	3853734.6-08	 	 	Fault-Tolerant
Digital Timing
Apparatus and
Method
	 	Germany
	 	03/30/95
	 	02/23/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88102650.4

	 	 	0 258 280	 	 	Fault-Tolerant
Digital Timing
Apparatus and
Method
	 	UK
	 	03/30/95
	 	02/23/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/079,297

	 	 	4,926,315	 	 	Digital Data
Processor whit
Fault Tolerant
Peripheral Bus
Comm.
	 	USA
	 	05/15/90
	 	07/29/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1323442	 	 	Digital Data
Processor whit
Fault Tolerant
Peripheral Bus
Comm.
	 	Canada
	 	04/19/93
	 	06/20/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/368,125

	 	 	4974150	 	 	Fault Tolerant
Digital Data
Processor
w/Improved I/O
Controller
	 	USA
	 	11/27/90
	 	06/16/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,323,441	 	 	Fault Tolerant
Digital Data
Processor
w/Improved I/O
Controller
	 	Canada
	 	10/19/93
	 	06/20/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault Tolerant
Digital Data
Processor
w/Improved I/O
Controller
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault Tolerant
Digital Data
Processor
w/Improved I/O
Controller
	 	Japan	 	 	 	 







13











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	07/368,124

	 	 	4,974,144	 	 	Digital Data Processor with Fault
	 	USA
	 	11/27/90
	 	6/16/09
	 

	 	 	 	 	 	Tolerant Peripheral Interface	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1 319754	 	 	Digital Data Processor with Fault
	 	Canada
	 	06/29/93
	 	06/20/09
	 

	 	 	 	 	 	Tolerant Peripheral Interface	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Digital Data Processor with Fault
	 	EPO	 	 	 	 
	 

	 	 	 	 	 	Tolerant Peripheral Interface	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Digital Data Processor with Fault
	 	Japan	 	 	 	 
	 

	 	 	 	 	 	Tolerant Peripheral Interface	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/079,218

	 	 	4,931,922	 	 	Method and Apparatus for
	 	US
	 	06/05/90
	 	07/29/07
	 

	 	 	 	 	 	Monitoring Peripheral Device	 	 	 	 	 	 
	 

	 	 	 	 	 	Communications	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1323440	 	 	Method and Apparatus for
	 	Canada
	 	10/19/93
	 	06/20/09
	 

	 	 	 	 	 	Monitoring Peripheral Device	 	 	 	 	 	 
	 

	 	 	 	 	 	Communications	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Method and Apparatus for
	 	EPO	 	 	 	 
	 

	 	 	 	 	 	Monitoring Peripheral Device	 	 	 	 	 	 
	 

	 	 	 	 	 	Communications	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Method and Apparatus for
	 	Japan	 	 	 	 
	 

	 	 	 	 	 	Monitoring Peripheral Device	 	 	 	 	 	 
	 

	 	 	 	 	 	Communications	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/079,223

	 	 	4,939,643	 	 	Fault Tolerant Digital Data
	 	USA
	 	07/03/90
	 	07/29/07
	 

	 	 	 	 	 	Processor w/Improved Bus	 	 	 	 	 	 
	 

	 	 	 	 	 	Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1323443	 	 	Fault Tolerant Digital Data
	 	Canada
	 	10/19/93
	 	06/20/09
	 

	 	 	 	 	 	Processor w/Improved Bus	 	 	 	 	 	 
	 

	 	 	 	 	 	Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault Tolerant Digital Data
	 	EPO	 	 	 	 
	 

	 	 	 	 	 	Processor w/Improved Bus	 	 	 	 	 	 
	 

	 	 	 	 	 	Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault Tolerant Digital Data
	 	Japan	 	 	 	 
	 

	 	 	 	 	 	Processor w/Improved Bus	 	 	 	 	 	 
	 

	 	 	 	 	 	Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/884,257

	 	 	5,243,704	 	 	Multinodal Interconnection
	 	USA
	 	09/07/93
	 	05/19/12
	 

	 	 	 	 	 	System; Optimized Interconnect	 	 	 	 	 	 
	 

	 	 	 	 	 	Network	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2016193-1

	 	 	 	 	 	Multinodal Interconnection
	 	Canada	 	 	 	 
	 

	 	 	 	 	 	System; Optimized Interconnect	 	 	 	 	 	 
	 

	 	 	 	 	 	Network	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0398678	 	 	Multinodal Interconnection
	 	EPO	 	 	 	 
	 

	 	 	 	 	 	System; Optimized Interconnect	 	 	 	 	 	 
	 

	 	 	 	 	 	Network	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0398678	 	 	Multinodal Interconnection
	 	France	 	 	 	 
	 

	 	 	 	 	 	System; Optimized Interconnect	 	 	 	 	 	 
	 

	 	 	 	 	 	Network	 	 	 	 	 	 






14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	 

	 	DE6903101
	 	Multinodal Interconnection
	 	Germany
	 	10/09/97	 	 
	 

	 	 	1T2	 	 	System; Optimized Interconnect	 	 	 	 	 	 
	 

	 	 	 	 	 	Network	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0398678	 	 	Multinodal Interconnection
	 	Netherlands	 	 	 	 
	 

	 	 	 	 	 	System; Optimized Interconnect	 	 	 	 	 	 
	 

	 	 	 	 	 	Network	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0398678	 	 	Multinodal Interconnection
	 	U.K.	 	 	 	 
	 

	 	 	 	 	 	System; Optimized Interconnect	 	 	 	 	 	 
	 

	 	 	 	 	 	Network	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	02-130098

	 	 	 	 	 	Multinodal Interconnection
	 	Japan	 	 	 	 
	 

	 	 	 	 	 	System; Optimized Interconnect	 	 	 	 	 	 
	 

	 	 	 	 	 	Network	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	414,107

	 	 	5,049,701	 	 	EMI Cabinet with Improved
	 	USA
	 	09/17/91
	 	09/29/09
	 

	 	 	 	 	 	Interference Suppression	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0420278	 	 	EMI Cabinet with Improved
	 	EPO
	 	09/21/94	 	 
	 

	 	 	 	 	 	Interference Suppression	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	DE
	 	EMI Cabinet with Improved
	 	Germany	 	 	 	 
	 

	 	 	6901272572	 	 	Interference Suppression	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	EMI Cabinet with Improved
	 	France	 	 	 	 
	 

	 	 	 	 	 	Interference Suppression	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	EMI Cabinet with Improved
	 	U.K.	 	 	 	 
	 

	 	 	 	 	 	Interference Suppression	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2-256788

	 	 	 	 	 	EMI Cabinet with Improved
	 	JP	 	 	 	 
	 

	 	 	 	 	 	Interference Suppression	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2024790-8

	 	 	 	 	 	 	 	Canada	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	743,992

	 	 	5,379,381	 	 	I/O Controller Apparatus &
	 	USA
	 	01/03/95
	 	08/12/11
	 

	 	 	 	 	 	Method for Transferring Data	 	 	 	 	 	 
	 

	 	 	 	 	 	between a Host Processor &	 	 	 	 	 	 
	 

	 	 	 	 	 	Multiple I/O Units	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/743,691

	 	 	5,257,383	 	 	Programmable Interrupt Priority
	 	USA
	 	10/26/93
	 	08/12/11
	 

	 	 	 	 	 	Encoder Method & Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	92110499.8

	 	 	0528139	 	 	Programmable Interrupt Priority
	 	EPO
	 	07/01/96
	 	06/22/12
	 

	 	 	 	 	 	Encoder Method & Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Programmable Interrupt Priority
	 	Netherl	 	 	 	 
	 

	 	 	 	 	 	Encoder Method & Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Programmable Interrupt Priority
	 	France	 	 	 	 
	 

	 	 	 	 	 	Encoder Method & Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2,072,720

	 	 	 	 	 	Programmable Interrupt Priority
	 	Canada
	 	06/29/92	 	 
	 

	 	 	 	 	 	Encoder Method & Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	98101193.6

	 	HK1002145
	 	Programmable Interrupt Priority
	 	HK
	 	07/31/98
	 	06/22/12
	 

	 	 	 	 	 	Encoder Method & Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	04-231595

	 	 	 	 	 	Programmable Interrupt Priority
	 	Japan	 	 	 	 
	 

	 	 	 	 	 	Encoder Method & Apparatus	 	 	 	 	 	 






15









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	898,157

	 	 	5,475,860	 	 	Input/Output Control system and
	 	USA
	 	12/12/95
	 	12/12/12
	 

	 	 	 	 	 	Method for Direct Memory	 	 	 	 	 	 
	 

	 	 	 	 	 	Transfer According to Location	 	 	 	 	 	 
	 

	 	 	 	 	 	Addresses Provided by the Source	 	 	 	 	 	 
	 

	 	 	 	 	 	Unit and Destination Addresses	 	 	 	 	 	 
	 

	 	 	 	 	 	Provided by the Destination Unit	 	 	 	 	 	 
	 

	 	 	 	 	 	(as amended)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2098350

	 	 	 	 	 	Improved IO Control System and
	 	CANADA	 	 	 	 
	 

	 	 	 	 	 	Method	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	931095533

	 	 	0578013	 	 	Improved IO Control System and
	 	EPO
	 	03/18/98	 	 
	 

	 	 	 	 	 	Method	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	69317481.1	 	 	Improved IO Control System and
	 	Germany	 	 	 	 
	 

	 	 	 	 	 	Method	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0578013	 	 	Improved IO Control System and
	 	France	 	 	 	 
	 

	 	 	 	 	 	Method	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0578013	 	 	Improved IO Control System and
	 	U.K.	 	 	 	 
	 

	 	 	 	 	 	Method	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0578013	 	 	Improved IO Control System and
	 	Netherlands	 	 	 	 
	 

	 	 	 	 	 	Method	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	723,065

	 	 	5,220,668	 	 	Digital Processor w/maintenance
	 	USA
	 	06/15/93
	 	06/28/11
	 

	 	 	 	 	 	& Diagnostic System	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	882,474

	 	 	5,423,024	 	 	Fault tolerant Processing Section
	 	USA
	 	06/06/95
	 	05/13/12
	 

	 	 	 	 	 	with Dynamically reconfigurable	 	 	 	 	 	 
	 

	 	 	 	 	 	voting	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2068048

	 	 	 	 	 	Fault tolerant Processing Section
	 	Canada	 	 	 	 
	 

	 	 	 	 	 	with Dynamically	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4-142228

	 	 	 	 	 	Dynamically reconfigurable voting
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	34,145

	 	 	5,390,081	 	 	Fault-tolerant Power Distribution
	 	USA
	 	07/14/95
	 	03/22/13
	 

	 	 	 	 	 	Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23,346

	 	 	5,367,688	 	 	Method & Apparatus for Fault-
	 	USA
	 	11/22/94
	 	02/26/13
	 

	 	 	 	 	 	Detection	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	309,210

	 	 	5,630,056	 	 	Digital Data Processing methods
	 	USA
	 	05/13/97
	 	09/20/14
	 

	 	 	 	 	 	and Apparatus for Fault Detection	 	 	 	 	 	 
	 

	 	 	 	 	 	and Fault Tolerance	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	759,099

	 	 	5,838,900	 	 	Digital Data Processing methods
	 	USA
	 	11/17/98
	 	12/03/16
	 

	 	 	 	 	 	and Apparatus for Fault Detection	 	 	 	 	 	 
	 

	 	 	 	 	 	and Fault Tolerance	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	297,795

	 	 	5,479,648	 	 	Method and Apparatus for
	 	USA
	 	12/26/95
	 	12/26/12
	 

	 	 	 	 	 	Switching Clock Signals in a	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault-Tolerant Computer System	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/356,561

	 	 	5,586,253	 	 	Method and Apparatus for
	 	USA
	 	12/17/96
	 	12/21/14
	 

	 	 	 	 	 	Validating I/O Addresses in a	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault-Tolerant Computer System	 	 	 	 	 	 






16









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	360,414

	 	 	5,555,372	 	 	Fault-Tolerant Computer System
	 	USA
	 	09/10/96
	 	12/21/14
	 

	 	 	 	 	 	Employing an Improved Error-	 	 	 	 	 	 
	 

	 	 	 	 	 	Broadcast Mechanism	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/565,145

	 	 	5,802,265	 	 	Transparent Fault tolerant
	 	USA
	 	09/01/98
	 	12/01/15
	 

	 	 	 	 	 	Computer System	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT/US96/18584

	 	 	 	 	 	Transparent Fault tolerant
	 	PCT	 	 	 	 
	 

	 	 	 	 	 	Computer System	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	09/116,770

	 	 	 	 	 	Transparent Fault tolerant
	 	USA	 	 	 	 
	 

	 	 	 	 	 	Computer System	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	710,135

	 	 	5,781,910	 	 	System & Method For Performing
	 	USA
	 	07/14/98
	 	09/13/16
	 

	 	 	 	 	 	Concurrent transactions in a	 	 	 	 	 	 
	 

	 	 	 	 	 	replicated database environment	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	09/069,025

	 	 	 	 	 	Circuit Board Chasis
	 	USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	09/069,026

	 	 	 	 	 	Circuit Board Chasis
	 	USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/514,196

	 	 	5,625,681	 	 	Method and Apparatus for
	 	USA
	 	04/29/97
	 	08/11/15
	 

	 	 	 	 	 	Telephone Number Portability	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	95-304733.9

	 	 	 	 	 	Method and Apparatus for
	 	Europe	 	 	 	 
	 

	 	 	 	 	 	Switching Clock Signals in a Fault	 	 	 	 	 	 
	 

	 	 	 	 	 	Tolerant Computer System	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	95305981.3

	 	 	 	 	 	Digital Data Processing Methods
	 	EPO	 	 	 	 
	 

	 	 	 	 	 	and Apparatus for Fault Detection	 	 	 	 	 	 
	 

	 	 	 	 	 	and Fault Tolerance	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/366,414

	 	 	5,559,459	 	 	Clock Signal Generation
	 	USA
	 	09/24/96
	 	12/29/14
	 

	 	 	 	 	 	Arrangement including Digital	 	 	 	 	 	 
	 

	 	 	 	 	 	Noise Reduction Circuit for	 	 	 	 	 	 
	 

	 	 	 	 	 	Reducing noise in a Digital	 	 	 	 	 	 
	 

	 	 	 	 	 	Clocking Signal	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/546,347

	 	 	5,694,541	 	 	System Console Terminal for Fault
	 	USA
	 	12/02/97
	 	10/20/15
	 

	 	 	 	 	 	Tolerant Computer System	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/546,234

	 	 	5,815,649	 	 	Distributed Fault Tolerant Digital
	 	USA
	 	09/29/98
	 	10/20/15
	 

	 	 	 	 	 	Data Storage Subsystem for Fault	 	 	 	 	 	 
	 

	 	 	 	 	 	Tolerant Computer System	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	658,563

	 	 	5,838,899	 	 	Digital Data Processing Methods
	 	USA
	 	11/17/98
	 	08/05/06
	 

	 	 	 	 	 	and Apparatus for Fault Isolation	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	57/169959

	 	 	2122979	 	 	Digital Data Processing w/Fault
	 	Japan
	 	12/20/96
	 	09/30/02
	 

	 	 	 	 	 	Tolerant Bus Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT/US96/09781

	 	 	 	 	 	Digital Data Processing Methods
	 	AU, CA, JP,	 	 	 	 
	 

	 	 	 	 	 	and Apparatus for Fault Isolation
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	EMI Cabinet with Improved
	 	Canada	 	 	 	 
	 

	 	 	 	 	 	Interference Suppression	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Hierarchical Memory Management
	 	USA	 	 	 	 
	 

	 	 	 	 	 	Apparatus & Method	 	 	 	 	 	 






17









 






	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	 

	 	 	 	Fault-Tolerant UNIX-Type Digital
	 	USA
	 	 	 	 
	 

	 	 	 	Data Processing Method Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	I/O Controller Apparatus &
	 	Japan	 	 	 	 
	 

	 	 
	 	Method for Transferring Data
	 	 	 	 
	 	 
	 

	 	 	 	between a Host Processor &	 	 	 	 	 	 
	 

	 	 	 	Multiple I/O Units	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	18310192

	 	 	 	Programmable Interrupt Priority
	 	AU	 	 	 	 
	 

	 	 	 	Encoder Method & Apparatus	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Dynamically reconfigurable voting
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Computer Apparatus and Method
	 	US	 	 	 	 
	 

	 	 	 	for Digital Processing Systems	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Method and Apparatus for Digital
	 	USA	 	 	 	 
	 

	 	 	 	Data Back-up Controller	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Computer Apparatus and Method
	 	USA	 	 	 	 
	 

	 	 	 	for Output Comparison	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Apparatus & Method for a Set
	 	USA	 	 	 	 
	 

	 	 	 	Assoc. Shared Cache Memory	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Write back and Read Replacement
	 	USA	 	 	 	 
	 

	 	 	 	Stratus Tracking with Snoop	 	 	 	 	 	 
	 

	 	 	 	Detection	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Computer Method and Apparatus
	 	USA	 	 	 	 
	 

	 	 	 	for Atomic Operation	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Computer Apparatus and Method
	 	USA	 	 	 	 
	 

	 	 	 	for Block Trainer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Power Surge Protection Method &	 	 	 	 	 	 
	 

	 	 	 	Apparatus for Replaceable	 	 	 	 	 	 
	 

	 	 	 	Electronic Devices	 	 	 	 	 	 






18









 






Copyrights and Copyright Licenses



None.





19









 








Domain Names




	 	 	 	 	 	 	 
	Stratus Technologies	 	 	 	 	 	 
	Domain Names: March 17, 2010	 	 	 	 	 	 
	Registrant: Network Solutions LLC,	 	Creation Date	 	Expiration Date	 	Registrant
	24x7tech.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	24-7technology.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	ftserver.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	stratustechnology.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	stratustechnologies.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	openvos.com

	 	24-May-2001
	 	24-May-2011
	 	Stratus Technologies, Inc
	myftserver.com

	 	24-Apr-2001
	 	24-Apr-2011
	 	Stratus Technologies, Inc
	about247.com

	 	24-Apr-2001
	 	24-Apr-2011
	 	Stratus Technologies, Inc
	aboutftserver.com

	 	24-Apr-2001
	 	24-Apr-2011
	 	Stratus Technologies, Inc
	ftserverstore.com

	 	24-Apr-2001
	 	24-Apr-2011
	 	Stratus Technologies, Inc
	stratusu.com

	 	27-Nov-2000
	 	27-Nov-2013
	 	Stratus Technologies, Inc
	ecacsupport.com

	 	31-Oct-2000
	 	31-Oct-2013
	 	Stratus Technologies, Inc
	continuousavailabilityexperts.com

	 	06-Dec-2005
	 	06-Dec-2010
	 	Stratus Technologies, Inc
	continuousavailabilitycompany.com

	 	06-Dec-2005
	 	06-Dec-2010
	 	Stratus Technologies, Inc
	ca-company.com

	 	06-Dec-2005
	 	06-Dec-2010
	 	Stratus Technologies, Inc
	pman3.com

	 	02-Feb-2005
	 	21-May-2011
	 	Stratus Technologies, Inc
	stratustelecom.com

	 	26-Oct-2004
	 	26-Oct-2014
	 	Ymax Communications Corp.
	stratussales.com

	 	25-Aug-2004
	 	25-Aug-2011
	 	Stratus Technologies, Inc.
	icountonstratus.com

	 	05-Aug-2004
	 	05-Aug-2014
	 	Stratus Technologies, Inc.
	countonstratus.com

	 	05-Aug-2004
	 	05-Aug-2014
	 	Stratus Technologies, Inc.
	stratustechnologies.com

	 	02-Sep-2003
	 	02-Sep-2013
	 	Stratus Technologies, Inc.
	advancedservicenetwork.com

	 	26-Jun-2003
	 	26-Jun-2011
	 	Stratus Technologies, Inc.
	advancedservicemanager.com

	 	26-Jun-2003
	 	26-Jun-2011
	 	Stratus Technologies, Inc.
	advancedservicearchitecture.com

	 	26-Jun-2003
	 	26-Jun-2011
	 	Stratus Technologies, Inc.
	24-7technologies.com

	 	17-April-2003
	 	17-April-2011
	 	Stratus Technologies, Inc.
	stratagy.com

	 	24-June-1997
	 	23-June-2011
	 	Stratus Technologies, Inc.
	247availability.com

	 	17-May-2000
	 	17-May-2014
	 	Stratus Technologies, Inc.
	vosforever.com

	 	26-Oct-1998
	 	25-Oct-2011
	 	Stratus Technologies, Inc.
	vos.com

	 	12-Feb-1999
	 	12-Feb-2011
	 	Stratus Technologies, Inc.
	vos4ever.com

	 	26-Oct-1998
	 	25-Oct-2011
	 	Stratus Technologies, Inc.
	stratusftserver.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus247.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus24x7.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus24by7.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus24-7.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus.com

	 	19-Oct-1988
	 	18-Oct-2011
	 	Stratus Technologies, Inc.
	mystratus.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	ftservers.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	ftkit.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	247uptime.com

	 	17-May-2000
	 	17-May-2014
	 	Stratus Technologies, Inc.






20









 







	 	 	 	 	 	 	 
	Stratus Technologies	 	 	 	 	 	 
	Domain Names: March 17, 2010	 	 	 	 	 	 
	Registrant: Network Solutions LLC,	 	Creation Date	 	Expiration Date	 	Registrant
	continuousavailability.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	faulttolerantserver.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	faulttolerantservers.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratustechnologyinc.com

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustechnology.com

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustechnologiesinc.com

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustec.com

	 	01-June-2000
	 	01-June-2013
	 	Stratus Technologies, Inc.
	my-availability.com

	 	28-Jul-2000
	 	28-Jul-2011
	 	Stratus Technologies, Inc.
	ecacsupport.net

	 	31-Oct-2000
	 	31-Oct-2013
	 	Stratus Technologies, Inc.
	24-7technology.net

	 	17-May-2005
	 	17-May-2010
	 	Stratus Technologies, Inc.
	stratustechnologies.net

	 	02-Sept-2003
	 	02-Sept-2013
	 	Stratus Technologies, Inc.
	24-7technologies.net

	 	17-April-2003
	 	17-Apr-2011
	 	Stratus Technologies, Inc.
	247availability.net

	 	 	 	 	 	Available
	247servers.net

	 	17-May-2000
	 	17-May-2011
	 	Private Registration
	247uptime.net

	 	 	 	 	 	Available
	stratustechnologyinc.net

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustechnology.net

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustechnologiesinc.net

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustec.net

	 	01-June-2000
	 	01-June-2011
	 	Stratus Technologies, Inc.
	247availability.org

	 	 	 	 	 	Available
	247servers.org

	 	17-May-2000
	 	17-May-2011
	 	Private Registration
	247uptime.org

	 	 	 	 	 	Available
	stratustec.org

	 	17-Sep-2002
	 	01-June-2013
	 	Stratus Technologies, Inc.
	stratustechnologies.us

	 	02-Sep-2003
	 	02-Sep-2013
	 	Stratus Technologies, Inc.
	availabilitysummit.com

	 	10-Apr-2006
	 	10-Apr-2011
	 	Stratus Technologies, Inc.
	continuousavailabilitysummit.com

	 	 	 	 	 	Available
	casummit.org

	 	10-Apr-2006
	 	10-Apr-2011
	 	Stratus Technologies, Inc.
	cemprus.com

	 	17-Apr-2006
	 	07-Sep-2014
	 	Stratus Technologies, Inc.
	theavailabilitycompany.com

	 	18-Apr-2006
	 	18-Apr-2011
	 	Stratus Technologies, Inc.
	ca-summit.com

	 	 	 	 	 	Available
	medicalgradeservers.com

	 	19-Oct-2007
	 	19-Oct-2012
	 	Stratus Technologies, Inc.
	ftlinux.com

	 	10-Nov-2004
	 	06-March-2010
	 	Pending Renewal or Deletion
	mystratusu.com

	 	 	 	 	 	Available
	stratusuniversity.com

	 	29-Jul-2009
	 	29-Jul-2010
	 	Unitek Information Systems






	 	 	 	 	 	 	 
	Domain Name (Int’l)	 	 	 	 	 	 
	Registrant: Safe Names	 	Creation Date	 	Expiration Date	 	Registrant
	stratus.se

	 	None
	 	 	 	Records unavailable
	stratustechnologies.com.fr

	 	26-Jan-2004
	 	 	 	Stratus
	stratus.com.mx

	 	27-Jan-2004
	 	27-Jan-2011
	 	Stratus Computer, Inc.
	stratus.com.hk

	 	09-May-2006
	 	10-May-2011
	 	Stratus Technologies (Hong Kong) Limited
	stratus.co.za

	 	 	 	 	 	Stratus Computer, Inc.
	stratustechnologies.cn

	 	01-Dec-2003
	 	01-Dec-2010
	 	Stratus Computer, Inc.
	stratustechnologies.com.cn

	 	01-Dec-2003
	 	01-Dec-2010
	 	Stratus Computer, Inc.
	stratustechnologies.fr

	 	20-Dec-2004
	 	 	 	Private Registration






21









 






	 	 	 	 	 	 	 
	Domain Name (Int’l)	 	 	 	 	 	 
	Registrant: Safe Names	 	Creation Date	 	Expiration Date	 	Registrant
	 
	 	24-Nov-2000	 	01-Dec-2011	 	Stratus Computer Systems
	stratus.ca
	 	 	 	 	 	Canada Corp.
	stratustechnologies.jp
	 	05-Dec-2003	 	31-Dec-2010	 	Stratus Technologies Japan, Inc.
	stratuscomputer.co.uk
	 	14-June-2000	 	14-June-2010	 	Stratus Computer (DE), Inc.
	stratustechnologies.co.uk
	 	16-June-2000	 	16-June-2010	 	Stratus Computer, Inc.
	stratustechnology.co.uk
	 	16-June-2000	 	16-June-2010	 	Stratus Computer, Inc.
	stratustechnologies.co.kr
	 	30-June-2004	 	30-June-2010	 	Stratus Computer Systems (Korea)
	stratus.com.ru
	 	26-May-2000	 	 	 	Stratus Computer, Inc.
	stratus.com.sg
	 	14-Jul-2000	 	14-Jul-2010	 	Stratus Technologies (Singapore) Pte. Ltd.
	stratuscomputersystems.ltd.uk
	 	 	 	 	 	Available
	stratus.it
	 	09-June-2000	 	09-June-2010	 	Private Registration
	stratus.cn
	 	28-Nov-2003	 	28-Nov-2010	 	Stratus Computer, Inc.
	stratus.be
	 	14-Dec-2000	 	 	 	Private Registration
	stratuscomputer.be
	 	14-Dec-2000	 	 	 	Private Registration
	stratuscomputersystems.be
	 	15-Dec-2000	 	 	 	Private Registration
	stratustechnologies.be
	 	14-Dec-2000	 	 	 	Private Registration
	stratustechnologies.de
	 	 	 	 	 	Stratus Computer, Inc.
	stratus.es
	 	 	 	 	 	Available
	stratuscomputer.ltd.uk
	 	 	 	 	 	Available
	stratus.co.nz
	 	26-April-2000	 	26-May-2010	 	Stratus Computer (DE), Inc.
	stratus.co.jp
	 	21-Aug-1996	 	 	 	Stratus Technologies Japan, Inc.
	stratus.co.kr
	 	11-May-2009	 	11-May-2011	 	Stratus Korea
	stratus.ru
	 	09-Feb-1998	 	01-March-2011	 	Stratus Technologies RUS
	availability.be
	 	 	 	 	 	Available
	ftexchangeserver.de
	 	 	 	 	 	Available
	continuum.be
	 	07-Feb-2008	 	 	 	Records unavailable
	ftserver.be
	 	 	 	 	 	Available







22











 





Trademarks and Trademark Licenses




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trademark/	 	 	 	 	 	 	 	 	 	 
	 	 	Service	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Argentina
	 	STRATUS	 	4/23/1991	 	1.797.947	 	10/31/1994	 	2.051.696	 	9
	Argentina
	 	STRATUS	 	8/3/1994	 	1.930.927	 	2/14/1996	 	2.108.679	 	42
	Argentina
	 	STRATUS	 	3/25/1992	 	1.836.728	 	10/27/1999	 	1,758,999	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Australia
	 	STRATUS	 	N/A	 	N/A	 	12/22/1981	 	A402,240	 	37
	Australia
	 	STRATUS	 	N/A	 	N/A	 	12/22/1981	 	A369,706	 	42
	Australia
	 	STRATUS	 	 	 	392,419	 	6/7/1983	 	A392,419	 	9
	Australia
	 	ftc server	 	6/19/2000	 	839306	 	5/4/2001	 	839,306	 	9
	Australia
	 	24x7 with design	 	6/19/2000	 	839305	 	5/4/2001	 	839,305	 	9
	Australia
	 	Stratus 24x7 with design	 	4/6/2000	 	830838	 	3/5/2001	 	830,838	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Austria
	 	STRATUS	 	10/9/1984	 	AM 3108/84	 	5/30/1985	 	109.273	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bahrain
	 	STRATUS	 	8/16/1994	 	968/94	 	3/17/1996	 	TM17833	 	9
	Bahrain
	 	STRATUS	 	8/16/1994	 	969/94	 	8/27/1995	 	SM1447	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Belize
	 	STRATUS - Stylized	 	5/6/1993	 	N/A	 	10/3/1985	 	6745	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Benelux
	 	STRATUS	 	3/8/1983	 	656.390	 	3/8/1983	 	389.474	 	9
	Benelux
	 	STRATUS	 	3/27/1992	 	778.105	 	3/27/1992	 	516325	 	37,42
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Brazil
	 	STRATUS - Stylized	 	5/3/1985	 	811975550	 	9/9/1986	 	811975550	 	9
	Brazil
	 	STRATUS	 	1/29/1992	 	816.617.287	 	9/26/1995	 	816617287	 	40
	Brazil
	 	STRATUS	 	1/29/1992	 	816617279	 	9/26/1995	 	816617279	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bulgaria
	 	STRATUS	 	4/6/1992	 	19501	 	8/10/1993	 	2442	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canada
	 	STRATUS	 	3/4/1983	 	499824	 	8/2/1985	 	305,374	 	N/A
	Canada
	 	Stratus Computer Corporation	 	9/8/1992	 	712,362	 	10/28/1994	 	434,911	 	N/A
	Canada
	 	FTX	 	3/21/2003	 	1,171,923	 	2/16/2005	 	TMA 632933	 	N/A






23









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trademark/	 	 	 	 	 	 	 	 	 	 
	 	 	Service	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Canada
	 	ftServer	 	3/20/2000	 	1,051,469	 	12/10/2004	 	TMA 628207	 	N/A
	Canada
	 	ftc server	 	6/19/2000	 	1,064,074	 	12/13/2004	 	TMA 628283	 	N/A
	Canada
	 	24x7 with design	 	6/19/2000	 	1,064,073	 	5/1/2018	 	TMA 580410	 	N/A
	Canada
	 	Stratus 24x7 with design	 	4/7/2000	 	1,054,521	 	4/28/2003	 	TMA 579852	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Chile
	 	STRATUS	 	11/27/1991	 	193.822	 	7/2/1992	 	645,178	 	9
	Chile
	 	STRATUS	 	11/27/1991	 	193.823	 	7/2/1992	 	645,179	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	China, PRC
	 	STRATUS	 	12/29/1988	 	88 47280	 	1/10/1989	 	503591	 	9
	China, PRC
	 	STRATUS	 	9/30/1993	 	93 093421	 	12/21/1994	 	774283	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Colombia
	 	STRATUS	 	4/26/1991	 	340.422	 	11/30/1993	 	144382	 	9
	Colombia
	 	STRATUS	 	3/24/1992	 	357.725	 	12/15/1993	 	146,668	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	9,16,35,37,38
	Community
	 	STRATUS	 	3/2/2001	 	2,113,314	 	 	 	2,113,314	 	,41,42
	Community
	 	ftServer with design	 	3/2/2001	 	2,113,405	 	7/4/2004	 	2,113,405	 	9,16,37,42
	Community
	 	24x7 with design	 	6/19/2000	 	1,713,940	 	9/3/2001	 	1,713,940	 	9,16,37,42
	Community
	 	Stratus 24x7 with design	 	4/5/2000	 	1,593,565	 	8/11/2003	 	1,593,565	 	9,16,37,42
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Costa Rica
	 	STRATUS	 	8/18/1993	 	N/A	 	8/28/1996	 	96781	 	9
	Costa Rica
	 	STRATUS	 	8/18/1993	 	N/A	 	 	 	85336	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Cyprus
	 	STRATUS	 	12/11/1991	 	35651	 	9/27/1994	 	35651	 	9
	Cyprus
	 	STRATUS	 	12/11/1991	 	35652	 	9/27/1994	 	035652	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Denmark
	 	STRATUS	 	3/9/1983	 	1278/83	 	4/19/1985	 	VR 01.200-1985	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	El Salvador
	 	STRATUS	 	2/10/1993	 	543/93	 	10/2/1996	 	65 B36	 	9
	El Salvador
	 	STRATUS	 	2/10/1993	 	E544/93	 	10/2/1996	 	70 B.36	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Finland
	 	STRATUS	 	7/27/1988	 	3274/88	 	1/20/1994	 	129948	 	9
	Finland
	 	STRATUS	 	10/9/1984	 	5641/84	 	11/21/1988	 	102567	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	France
	 	STRATUS	 	4/8/1992	 	92414172	 	4/8/1992	 	92/414.172	 	37
	France
	 	STRATUS	 	10/12/1982	 	642.327	 	10/12/1982	 	1.216.633	 	9
	France
	 	ftServer	 	3/30/2000	 	3018279	 	3/30/2000	 	00/3,018,279	 	9






24









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trademark/	 	 	 	 	 	 	 	 	 	 
	 	 	Service	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	France
	 	ftc server	 	6/19/2000	 	3035196	 	6/19/2000	 	00/3,035,196	 	9
	France
	 	24x7 with design	 	6/27/2000	 	3037274	 	6/27/2000	 	00/3,037,274	 	9,16,37
	France
	 	Stratus 24x7 with design	 	4/25/2000	 	3023793	 	4/25/2000	 	00/3,023,793	 	9,16,37
	Germany
	 	STRATUS	 	3/26/1992	 	St 17 894/37 Wz	 	3/29/1993	 	2 033 523	 	37,42
	Germany
	 	STRATUS - Stylized	 	11/7/1984	 	St 14 056/9 Wz	 	10/17/1985	 	1083294	 	9
	Germany
	 	STRATUS	 	10/27/1982	 	St 13 265/9 Wz	 	9/1/1983	 	1,053,236	 	9
	Germany
	 	ftServer	 	3/23/2000	 	300 22 865 1	 	9/4/2000	 	300 22 865	 	9,16,37,42
	Germany
	 	ftc server	 	6/19/2000	 	300 45 796.0	 	10/31/2000	 	300 45 796	 	9.16.37,42
	Germany
	 	24x7 with design	 	6/16/2000	 	300 45 551.8	 	9/8/2000	 	300 45 551	 	9,16,37,42
	Germany
	 	Stratus 24x7 with design	 	4/7/2000	 	300 27 087 9	 	6/19/2000	 	300 27 087	 	9,16,37,42
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greece
	 	STRATUS	 	4/1/1985	 	79551	 	5/19/1987	 	79551	 	9
	Greece
	 	STRATUS	 	2/19/1993	 	112,858	 	9/19/1995	 	112.858	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Guatemala
	 	STRATUS	 	4/13/1993	 	2,185-93	 	9/6/1995	 	75512/330/16 2	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Guatemala
	 	STRATUS	 	4/13/1993	 	2,184-93	 	2/16/1995	 	074082/424/1 59	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Honduras
	 	STRATUS	 	7/9/1993	 	6772/93	 	1/4/1994	 	59.144	 	9
	Honduras
	 	STRATUS	 	7/9/1993	 	6763/93	 	1/4/1994	 	1691	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hong Kong
	 	STRATUS	 	10/16/1984	 	3249/84	 	10/16/1984	 	1987 / 0361	 	9
	Hong Kong
	 	STRATUS	 	3/2/1992	 	92 05923	 	3/2/1992	 	1994 / 04947	 	37
	Hong Kong
	 	24x7 with design	 	6/19/2000	 	2000 13465	 	1/9/2002	 	2002 / B00253	 	9
	Hong Kong
	 	Stratus 24x7 with design	 	4/5/2000	 	2000 07304	 	10/17/2001	 	2001 / 11956	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hungary
	 	STRATUS	 	5/25/2000	 	M00 02832	 	10/18/2001	 	167,191	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Iceland
	 	STRATUS	 	12/8/1992	 	1213/1992	 	4/27/1993	 	365/1993	 	9,37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	India
	 	STRATUS	 	6/5/2000	 	 	 	6/5/2000	 	929725	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Indonesia
	 	STRATUS	 	12/9/1991	 	14878191	 	1/6/1995	 	323 390	 	9






25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trademark/	 	 	 	 	 	 	 	 	 	 
	 	 	Service	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Indonesia
	 	STRATUS	 	12/9/1991	 	14878A191	 	1/6/1995	 	323 391	 	16
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Iran
	 	STRATUS	 	7/5/1992	 	104367	 	12/20/1992	 	69632	 	9,35
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ireland
	 	STRATUS (hardware)	 	10/5/1984	 	3029/84	 	3/3/1986	 	113515	 	9
	Ireland
	 	STRATUS (software)	 	11/22/1988	 	5260/88	 	11/22/1991	 	131152	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Israel
	 	STRATUS	 	8/14/1989	 	73365	 	4/26/1993	 	73365	 	9
	Israel
	 	STRATUS	 	10/18/1991	 	81350	 	10/18/1991	 	81350	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Italy
	 	STRATUS	 	10/12/1982	 	40942-C/82	 	2/17/1986	 	404468	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Italy
	 	STRATUS	 	4/15/1992	 	T092C000799	 	11/21/1994	 	634874	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Japan
	 	STRATUS	 	3/10/1983	 	07-726961	 	12/25/1995	 	1827499	 	11
	Japan
	 	STRATUS	 	6/3/1992	 	04-119950	 	9/30/1994	 	3003682	 	37
	Japan
	 	STRATUS w/ katakana characters	 	4/7/1992	 	04-101724	 	1/31/1995	 	3020162	 	9
	Japan
	 	STRATUS	 	6/3/1992	 	04-119949	 	4/28/1995	 	3035923	 	42
	Japan
	 	STRATUS — stylized	 	6/3/1992	 	05-105959	 	1/31/1996	 	3116874	 	41
	Japan
	 	STRATUS w/katakana characters	 	5/19/1992	 	04-113909	 	9/30/1996	 	3204472	 	37
	Japan
	 	STRATUS	 	5/19/1992	 	04-113908	 	9/30/1996	 	3204471	 	37
	Japan
	 	ftServer	 	4/14/2000	 	2000-39949	 	1/19/2001	 	4447539	 	9
	Japan
	 	ftServer with design	 	6/22/2000	 	2000-69643	 	4/13/2001	 	4,467,439	 	9
	Japan
	 	Stratus 24x7 with design	 	4/14/2000	 	2000-39950	 	3/23/2001	 	4,462,412	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Korea, So.
	 	STRATUS	 	10/13/1984	 	15438/84	 	11/28/1985	 	120,304	 	39
	Korea, So.
	 	STRATUS	 	11/23/1991	 	5145/91	 	4/13/1993	 	19,635	 	112(int’l class 42)
	Korea, So.
	 	ftServer	 	3/23/2000	 	13,994/2000	 	3/4/2002	 	514,000	 	9
	Korea, So.
	 	ftc server	 	6/20/2000	 	29,309/2000	 	1/17/2002	 	510,790	 	9
	Korea, So.
	 	24x7 with design	 	6/20/2000	 	29,310/2000	 	1/17/2002	 	510,791	 	9
	Korea, So.
	 	Stratus 24x7 with design	 	4/7/2000	 	16,663/2000	 	11/29/2001	 	507,625	 	9






26









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trademark/	 	 	 	 	 	 	 	 	 	 
	 	 	Service	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Kuwait
	 	STRATUS	 	7/15/1993	 	27242	 	11/5/1995	 	25322	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Macao
	 	STRATUS	 	11/26/1993	 	13124	 	11/26/1993	 	13-124	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Malaysia
	 	STRATUS	 	10/10/1984	 	84/04774	 	10/10/1984	 	84/04774	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Mexico
	 	STRATUS	 	9/27/1991	 	123.308	 	7/5/1996	 	525161	 	37
	Mexico
	 	STRATUS	 	8/8/1988	 	46741	 	11/22/1988	 	355727	 	(26) 9 & 16
	Mexico
	 	ftServer	 	4/10/2000	 	420,264	 	1/30/2001	 	684057	 	9
	Mexico
	 	ftc server	 	6/28/2000	 	433,385	 	3/28/2003	 	785619	 	9
	Mexico
	 	24x7 with design	 	6/30/2000	 	433,892	 	6/21/2001	 	703434	 	9
	Mexico
	 	Stratus 24x7 with design	 	4/12/2000	 	420,729	 	11/27/2000	 	678367	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand
	 	STRATUS	 	10/10/1984	 	155208	 	10/10/1984	 	155208	 	9
	New Zealand
	 	ftServer	 	3/23/2000	 	611097	 	3/23/2000	 	611097	 	9
	New Zealand
	 	ftc server	 	6/19/2000	 	617029	 	6/19/2000	 	617029	 	9
	New Zealand
	 	24x7 with design	 	6/19/2000	 	617030	 	6/19/2000	 	617030	 	9
	New Zealand
	 	Stratus 24x7 with design	 	4/5/2000	 	611946	 	4/5/2000	 	611946	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Nicaragua
	 	STRATUS	 	10/20/1992	 	92-02635	 	9/28/1993	 	24002 C.C.	 	9
	Nicaragua
	 	STRATUS	 	10/20/1992	 	92-02634	 	9/28/1993	 	24001 C.C.	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Norway
	 	STRATUS	 	3/8/1983	 	83.0735	 	6/7/1984	 	117163	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Oman
	 	STRATUS	 	7/9/1994	 	10110	 	4/23/2002	 	10110	 	9
	Oman
	 	STRATUS	 	7/9/1994	 	10111	 	7/9/1994	 	10111	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Panama
	 	STRATUS	 	6/24/1993	 	66644	 	2/3/1995	 	66644	 	9
	Panama
	 	STRATUS	 	6/24/1993	 	66643	 	2/3/1995	 	66643	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Philippines
	 	STRATUS	 	5/21/1992	 	80850	 	1/9/1996	 	62254	 	9
	Philippines
	 	STRATUS	 	7/6/1992	 	81383	 	6/20/1995	 	60794	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Portugal
	 	STRATUS	 	8/30/1989	 	258,147	 	4/1/1993	 	258147	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Qatar
	 	STRATUS	 	9/4/1994	 	12297	 	6/12/2001	 	12297	 	9
	Qatar
	 	STRATUS	 	9/4/1994	 	12298	 	6/12/2001	 	12298	 	37






27









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trademark/	 	 	 	 	 	 	 	 	 	 
	 	 	Service	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Saudi Arabia
	 	STRATUS	 	1/14/1990	 	10653	 	6/23/1990	 	220/50	 	9
	Saudi Arabia
	 	STRATUS	 	6/1/1992	 	16836	 	2/28/1993	 	277/05	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Singapore
	 	STRATUS	 	10/15/1984	 	S/5339/84	 	10/15/1984	 	5339/84	 	9
	Singapore
	 	STRATUS	 	5/16/1992	 	S/3662/92	 	5/16/1992	 	3662/92	 	37
	Singapore
	 	ftc server	 	6/23/2000	 	T00/10995C	 	6/23/2000	 	T00/10995C	 	9
	Singapore
	 	24x7 with design	 	6/23/2000	 	T00/10994E	 	6/23/2000	 	T00/10994E	 	9
	Singapore
	 	Stratus 24x7 with design	 	4/7/2000	 	T00/05863A	 	4/7/2000	 	T00/05863A	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	South Africa
	 	STRATUS	 	10/12/1984	 	84/9153	 	10/12/1984	 	84/9153	 	9
	South Africa
	 	ftServer	 	3/20/2000	 	2000/04956	 	11/10/2003	 	2000/04956	 	9
	South Africa
	 	ftc server	 	6/19/2000	 	2000/12345	 	 	 	 	 	9
	South Africa
	 	24x7 with design	 	6/20/2000	 	2000/12548	 	2/27/2004	 	2000/12548	 	9
	South Africa
	 	Stratus 24x7 with design	 	4/5/2000	 	2000/06357	 	5/8/2004	 	2000/06357	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Spain
	 	STRATUS	 	6/16/1983	 	1.040.212	 	1/27/1986	 	1.040.212	 	9
	Spain
	 	STRATUS	 	4/12/2000	 	2.308.211	 	4/12/2000	 	2.308.211	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sweden
	 	STRATUS	 	3/8/1983	 	83-1492	 	9/7/1984	 	192778	 	9
	Sweden
	 	STRATUS	 	4/8/1992	 	92-03434	 	12/30/1992	 	244945	 	37,42
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Switzerland
	 	STRATUS	 	4/15/1983	 	2218	 	4/15/1983	 	327238	 	9
	Switzerland
	 	STRATUS	 	4/1/1993	 	5502/1993.0	 	4/1/1993	 	409908	 	37
	Switzerland
	 	24x7 with design	 	6/19/2000	 	07232/2000	 	6/19/2000	 	480255	 	9,37,42
	Switzerland
	 	Stratus 24x7 with design	 	4/5/2000	 	04096/2000	 	2/20/2001	 	480853	 	9,37,42
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Taiwan
	 	STRATUS	 	5/13/1985	 	(74)19603	 	5/16/1986	 	326750	 	94
	Taiwan
	 	STRATUS	 	10/13/1984	 	(73)49769	 	12/1/1985	 	307589	 	80
	Taiwan
	 	STRATUS	 	9/3/1991	 	80040041	 	5/16/1992	 	57195	 	6
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Thailand
	 	STRATUS	 	1/22/1992	 	223801	 	9/22/1992	 	TM164678	 	9
	Thailand
	 	STRATUS	 	7/8/1992	 	230508	 	7/25/1995	 	SM3211	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tunisia
	 	STRATUS	 	7/8/1994	 	EE 94.0755	 	7/8/1994	 	EE94.0755	 	9,37






28









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trademark/	 	 	 	 	 	 	 	 	 	 
	 	 	Service	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Turkey
	 	STRATUS	 	8/14/1989	 	5765/89	 	8/14/1989	 	114220	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	United Arab Emirates
	 	STRATUS	 	2/28/1995	 	9429	 	1/29/1997	 	8230	 	9
	United Arab Emirates
	 	STRATUS	 	2/28/1995	 	9430	 	1/29/1997	 	8231	 	37
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	United
Kingdom
	 	STRATUS	 	9/28/1991	 	1,478,200	 	9/28/1991	 	1478200	 	37
	United
Kingdom
	 	STRATUS	 	10/30/1992	 	1,517,430	 	10/30/1992	 	1517430	 	9
	United
Kingdom
	 	STRATUS	 	10/30/1992	 	1,517,431	 	10/30/1992	 	1517431	 	16
	United Kingdom
	 	STRATUS - Stylized	 	10/3/1985	 	1,251,467	 	10/3/1985	 	1251467	 	9
	United Kingdom
	 	Stratus 24x7 with design	 	4/6/2000	 	2,228,539	 	4/6/2000	 	2228539	 	9
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	United States
	 	STRATUS	 	4/28/1982	 	73-361,973	 	11/20/1984	 	1305730	 	9
	United States
	 	STRATUS - Stylized	 	4/28/1982	 	73-361,952	 	2/21/1984	 	1267767	 	9
	United States
	 	Continuous Processing	 	1/3/1983	 	73-407,989	 	2/19/1985	 	1321477 (Supp Reg)	 	9
	United States
	 	Stratalink	 	6/4/1987	 	73-664,617	 	11/22/1988	 	1513375	 	9
	United States
	 	SINAP	 	5/18/2001	 	78/064464	 	2/24/2004	 	2,816,979	 	9
	United States
	 	Continuum	 	7/14/1994	 	74/549/048	 	9/17/1996	 	2,001,821	 	9
	United States
	 	The Availabilty Company	 	12/1/1998	 	75/598,920	 	12/4/2001	 	2515844 (Supp Reg)	 	37, 42
	United States
	 	ftServer with design	 	4/13/2000	 	76/024,555	 	6/17/2003	 	2,727,568	 	9,16,37,38,41,42
	United States
	 	ftServer	 	2/11/2000	 	75/917,156	 	4/23/2002	 	2,564,766 (Supp Reg)	 	9,16,37,38,41,42
	United States
	 	Calm	 	5/25/2007	 	77/190,288	 	8/11/2009	 	3,667,197	 	9, 35, 37, 42
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Uruguay
	 	STRATUS	 	4/22/1994	 	269,648	 	8/9/2001	 	269,648	 	37,42
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Venezuela
	 	STRATUS	 	1/12/1993	 	260-1993	 	7/10/1995	 	S001098-S	 	37, 42
	Venezuela
	 	STRATUS	 	12/2/1991	 	25132-91	 	8/19/1994	 	167557	 	50
	Venezuela
	 	STRATUS	 	12/2/1991	 	25131-91	 	8/19/1994	 	167556	 	26
	Venezuela
	 	STRATUS	 	12/2/1991	 	25130-91	 	8/19/1994	 	167555	 	21
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Vietnam
	 	STRATUS	 	3/12/1993	 	11135	 	6/15/1998	 	27254	 	9,37





United States Trademark Applications








29









 








	 	 	 	 	 	 	 	 
	Trademark/ Service Mark	 	 	 	 	 	 	 
	Application	 	U.S. Application No.	 	Date Applied	 	Class	 
	Stratus Avance
	 	77/744,067	 	05/26/2009	 	9, 42	 
	Stratus Avance & Design
	 	77/744,065	 	05/26/2009	 	9, 42	 
	Continuous Availability
Lifecycle Management
	 	77/190,317	 	05/25/2007	 	37	 







30











 





Schedule 5.3 to the

Credit Agreement




Post-Closing Actions





	1.	 	Not later than the 10th Business Day after the Closing Date (or such longer period
of time as may be agreed to by the Administrative Agent in its sole discretion), the
Administrative Agent shall have received the certificates representing the shares of Capital
Stock in respect of AVANCE Technologies Ltd., together with an undated instrument of transfer
for each such certificate executed in blank by a duly authorized officer of the pledgor
thereof.
	 
	2.	 	Not later than the 5th Business Day after the Closing Date (or such longer period
of time as may be agreed to by the Administrative Agent in its sole discretion), the
Administrative Agent shall have received the certificates representing the shares of Capital
Stock in respect of Stratus Technologies Bermuda Ltd. in the name of the Administrative Agent.
	 
	3.	 	Not later than the 5th Business Day after the Closing Date (or such longer period
of time as may be agreed to by the Administrative Agent in its sole discretion), the
Administrative Agent shall have received the certificates representing the shares of Capital
Stock in respect of SRA Technologies Cyprus Limited, together with an undated instrument of
transfer for each such certificate executed in blank by a duly authorized officer of Stratus
Bermuda.
	 
	4.	 	Bermuda Holdings and the Borrower shall use their commercially reasonable efforts to deliver
to the Administrative Agent, promptly after the Closing Date, the certificates representing
the shares of Capital Stock in respect of Stratus Technologies Pvt. Ltd., together with an
undated stock power or other instrument of transfer, as applicable, for each such certificate
executed in blank by a duly authorized officer of SRA Technologies Cyprus Limited.
	 
	5.	 	Not later than the 30th day after the Closing Date (or such longer period of time
as may be agreed to by the Administrative Agent in its sole discretion), the Administrative
Agent shall have received re-issued certificates representing the shares of Capital Stock in
respect of the Subsidiaries set forth below, accurately reflecting the current and correct
names of both the issuer(s) and holder(s) of such shares of Capital Stock, together with
undated stock powers or other instrument of transfer, as applicable, for each such re-issued
certificates executed in blank by a duly authorized officer of the pledgor thereof:






	 	a)	 	Stratus Technologies (HK) Limited (formerly known as Stratus Computer Systems (HK) Limited)
	 
	 	b)	 	Stratus Technologies Canada Corporation (formerly known as Stratus Computer Systems Canada
Corporation)
	 
	 	c)	 	Stratus Technologies Japan, Inc. (formerly known as Stratus Computer Japan Co., Ltd..)




 









 












	 	d)	 	Stratus Technologies (Korea) Limited (formerly known as Stratus Computer Systems (Korea) Limited)
	 
	 	e)	 	Stratus Technologies (NZ) Limited (formerly known as Stratus Computer Systems (NZ) Limited)
	 
	 	f)	 	Stratus Technologies (Singapore) Pte. Limited (formerly known as Stratus Computer
Systems (Singapore) Pte. Ltd.)
	 
	 	g)	 	Stratus Technologies España S.A. (formerly known as Stratus Computer Systems, S.A.)
	 
	 	h)	 	Stratus Technologies (Proprietary) Limited (formerly known as Stratus Computer
System (Proprietary) Limited)
	 
	 	i)	 	Stratus Technologies (Pty) Limited (formerly known as Stratus Computer Systems Pty Limited)
	 
	 	j)	 	Cemprus, LLC (formerly known as DNCP Acquisition, LLC)
	 
	 	k)	 	Stratus Technologies Systems Limited (formerly known as Stratus Computer Systems Limited)






	6.	 	Not later than the 30th day after the Closing Date (or such longer period of
time as may be agreed to by the Administrative Agent in its sole discretion), the
Administrative Agent shall have received an amended Schedule V to the Collateral Agreement
pursuant to Section 5(n) thereof, accurately describing the re-issued certificates
representing the shares of Capital Stock in respect of the Subsidiaries identified in
paragraph 5 above.
	 
	7.	 	Not later than the 10th Business Day after the Closing Date (or such longer period
of time as may be agreed to by the Administrative Agent in its sole discretion), the
Administrative Agent shall have received (i) a duly executed $30,000,000.00 Note, dated as of
March 31, 2010, made by Stratus Bermuda in favor of the Borrower, together with an undated
allonge for such note executed in blank by a duly authorized officer of the pledgor thereof;
(ii) original undated allonges in respect of each other Pledged Note listed on Schedule IV of
the Collateral Agreement; (iii) original undated stock powers for the shares of Stratus
Technologies (HK) Limited (formerly known as Stratus Computer Systems (HK) Limited) and
Stratus Technologies Systems Limited (formerly known as Stratus Computer Systems Limited);
(iv) original undated letters of resignation from the board and/or management, as applicable,
of SRA Technologies Cyprus Limited executed by James Mahoney, Robert C. Laufer and Frederick
S. Prifty; (v) original undated letters of resignation from the board of Stratus Bermuda
executed by James Mahoney and Robert C. Laufer; (vi) original letters of authority with
respect to the
letters of resignation referred to in clause (v) in favor of the Administrative Agent
executed by James Mahoney, Ernest Morrison, Frederick S. Prifty and Robert C. Laufer; and
(vi) an original, undated, executed instrument of transfer in favor of the Administrative
Agent in respect of the shares of Stratus Technologies Ireland Limited.
	 
	8.	 	Not later than the 15th Business Day after the Closing Date (or such longer period of time as
may be agreed to by the Administrative Agent in its reasonable discretion), all instruments,




32









 












	 	 	filings and documents required by the Credit Documents to be prepared, delivered and/or filed on or
around the Closing Date in Bermuda, Cyprus and Ireland (i) to record, perfect or evidence the Liens
granted under the Credit Documents as of the Closing Date or (ii) to record or evidence the release
of Liens granted under or in connection with the Original First Lien Credit Agreement, shall have
been prepared, delivered or filed, as applicable.




33









 











Schedule 7.1(a) to the

Credit Agreement




Existing Indebtedness




     1. $30,000,000 loan made by Stratus Technologies, Inc. to Stratus Technologies Bermuda Ltd. in
normal course of business.



     2. $18,125,000 loan made by Stratus Technologies, Inc. to Stratus Technologies Bermuda Ltd. in
normal course of business.



     3. $7,850,000 loan made by Stratus Technologies Bermuda Holdings, Ltd. to Stratus Technologies
Bermuda Ltd. in normal course of business.



     4. $72,442,500 loan made by Stratus Technologies, Inc. to Stratus Technologies Ireland Ltd. in
normal course of business. [Note: Proposed $15M paydown on Closing Date.]



34









 





Schedule 7.2(q) to the

Credit Agreement




Existing Liens



None.







35









 








Schedule 7.3(d) to the

Credit Agreement




Existing Contingent Obligations



None.







36









 








EXHIBIT A

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF NOTE



$[__________]



April 8, 2010




     FOR VALUE RECEIVED, Stratus Technologies, Inc., a Delaware corporation (the
“Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns,
on or before September 29, 2014, the lesser of (a) [DOLLARS] ($[_________,________,______]) and (b)
the unpaid principal amount of all advances made by Payee to the Borrower as Loans under the Credit
Agreement as defined below.



     The Borrower also promises to pay interest on the unpaid principal amount hereof from time to
time, from the date hereof until paid in full, at the rates and at the times which shall be
determined in accordance with the provisions of the revolving credit agreement, dated as of April
8, 2010 (as amended, modified or supplemented from time to time, the “Credit Agreement”)
among the Borrower, Stratus Technologies Bermuda Holdings Ltd. (“Bermuda Holdings”),
Stratus Technologies Bermuda Ltd. (Stratus Bermuda”), the lenders from time to time party
thereto (the “Lenders”) and Jefferies Finance LLC, as administrative agent (in such
capacity, the “Administrative Agent”), and as sole lead arranger, sole bookrunner and
syndication agent. Capitalized terms used herein but not otherwise defined herein shall have the
meanings provided to such terms in the Credit Agreement.



     This Note is one of the Notes and is issued pursuant to and entitled to the benefits of the
Credit Agreement, to which reference is hereby made for a more complete statement of the terms and
conditions under which the Loans evidenced hereby were made and are to be repaid.



     All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the principal office of Administrative Agent
or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment and Assumption agreement effecting
the assignment or transfer of the
obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in
the Register, the Borrower, the Administrative Agent and the Lenders shall be entitled to deem and
treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee
hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it
will make a notation hereon of all principal payments previously made hereunder and of the date to
which interest hereon has been paid; provided, the failure to make a notation of any payment made
on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with
respect to payments of principal of or interest on this Note.



     This Note is subject to mandatory prepayment and to prepayment at the option of the Borrower,
each as provided in the Credit Agreement.



 









 





     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be,
due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.



     The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.



     The Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all
as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The
Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



[Remainder of page intentionally left blank]







2









 








     IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 
	 	STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 





TRANSACTIONS ON

REVOLVING CREDIT NOTE




	 	 	 	 	 	 	 	 	 

	 
	 	Amount of Loan
	 	Amount of Principal
	 	Outstanding Principal
	 	Notation
	Date
	 	Made This Date
	 	Paid This Date
	 	Balance This Date
	 	Made By






4









 






EXHIBIT B

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF

ASSIGNMENT AND ASSUMPTION




     Reference is made to the Revolving Credit Agreement, dated as of April 8, 2010 (as amended,
modified or supplemented from time to time, the “Credit Agreement”) among Stratus
Technologies, Inc. (the “Borrower”), Stratus Technologies Bermuda Holdings Ltd.
(“Bermuda Holdings”), Stratus Technologies Bermuda Ltd. (“Stratus Bermuda”), the
lenders from time to time party thereto (the “Lenders”) and Jefferies Finance LLC, as
administrative agent (in such capacity the “Administrative Agent”), and as sole lead
arranger, sole bookrunner and syndication agent. Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings given to such terms in the Credit Agreement.



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



     1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the
Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without
recourse to the Assignor, as of the Effective Date (as defined below), the interest (the
“Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit
Agreement with respect to the revolving credit facility contained therein as are set forth on
Schedule 1 hereto (the “Assigned Facility”), in a principal amount for the Assigned
Facility as set forth on Schedule 1 hereto.



     2. The Assignor (i) 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, any other Credit Document or any other instrument or document furnished pursuant
thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of
the Credit Agreement, any other Credit Document or any other instrument or document furnished
pursuant thereto, other than that it has not created any adverse claim upon the interest being
assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes
no representation or warranty and assumes no responsibility with respect to the financial condition
of the Borrower, any of Bermuda Holdings’ Subsidiaries or any other obligor
or the performance or observance by the Borrower, any of Bermuda Holdings’ Subsidiaries or any
other obligor of any of their respective obligations under the Credit Agreement or any other Credit
Document or any other instrument or document furnished pursuant hereto or thereto; (iii) attaches
the Note, if any, held by it evidencing the Assigned Facility and requests that the Administrative
Agent exchange such Note for a new Note payable to the Assignee (if requested by the Assignee) and
(if the Assignor has retained any interest in the Assigned Facility) a new Note payable to the
Assignor (if requested by the Assignor) in the respective amounts which reflect the assignment
being made hereby (and after giving effect to any other assignments which have become effective on
the Effective Date); and



 









 




(iv) represents and warrants that it is legally authorized to enter into this Assignment and
Assumption.




     3. The Assignee (i) represents and warrants that it is legally authorized to enter into this
Assignment and Assumption; (ii) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in Section 6.1 and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption; (iii) agrees that it will, independently and without
reliance upon the Assignor, the Administrative Agent 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, the other Credit Documents or
any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement, the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be
bound by the provisions of the Credit Agreement and will perform in accordance with its terms all
the obligations which by the terms of the Credit Agreement are required to be performed by it as a
Lender including, if it is organized under the laws of a jurisdiction outside the United States,
its obligations pursuant to Sections 3.11(B)(d) and 10.6(g) of the Credit Agreement to deliver the
forms prescribed by the Internal Revenue Service of the United States certifying as to the
Assignee’s exemption from United States withholding taxes with respect to all payments to be made
to the Assignee under the Credit Agreement, or such other documents as are necessary to indicate
that all such payments are subject to such tax at a rate reduced by an applicable tax treaty.



     4. The effective date of this Assignment and Assumption shall be [___________], (the
“Effective Date”). Following the execution of this Assignment and Assumption, it will be
delivered to the Administrative Agent for acceptance by it and recording by the Administrative
Agent pursuant to Section 10.6(b)(iv) of the Credit Agreement, effective as of the Effective Date
(which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five
Business Days after the date of such acceptance and recording by the Administrative Agent).



     5. Upon such acceptance and recording, from and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have
accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and
the Assignee shall make all appropriate
adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with
respect to the making of this assignment directly between themselves.



     6. From and after the Effective Date, (i) the Assignee shall be a party to the
Credit
Agreement and, to the extent provided in this Assignment and Assumption, have the rights and
obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the
provisions thereof and (ii) the Assignor shall, to the extent provided in this Assignment and
Assumption, relinquish its rights and be released from its obligations under the Credit Agreement.



 









 





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



     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be
executed as of the date first above written by their respective duly authorized officers on
Schedule 1 hereto.



	 	 	 	 	 	 	 

	[ASSIGNEE]	 	[ASSIGNOR]
	 
	By: 	 	 	By: 	 
	 	Name: 	 	 	 	Name: 	 
	 	Title:	 	 	 	Title:	 






 









 






					
	 	


Accepted [and Consented to]:



[STRATUS TECHNOLOGIES, INC., as Borrower]1

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Jefferies Finance LLC, as Administrative Agent]2

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Consent of the Borrower shall not be required (i) for an assignment to any Eligible
Assignee (ii) if an Event of Default under Section 8(a) or 8(f) of the Credit Agreement has
occurred and is continuing.
	 
	2	 	No consent of the Administrative Agent shall be required for an assignment to an
Eligible Assignee.




 









 










Schedule 1 to Assignment and Assumption relating to the Revolving Credit Agreement,

dated as of April 8, 2010

among Stratus Technologies, Inc.,

Stratus Technologies Bermuda Holdings Ltd.,

Stratus Technologies Bermuda Ltd., the Lenders,

Jefferies Finance LLC, as syndication agent, administrative agent,

sole lead arranger and sole bookrunner




 





Name of Assignor:



Name of Assignee:



Effective Date of Assignment:




	 	 	 	 	 
	 

	 	 	 	Commitment Percentages Assigned
	Credit
	 	Principal
	 	(to at least fifteen decimals)
	Facility Assigned
	 	Amount Assigned
	 	(shown as a percentage of aggregate
	 
	 	 	 	principal amount of all Lenders)






 









 






EXHIBIT D

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF

L/C PARTICIPATION CERTIFICATE




[__________]




[Name of Participating Lender]

[Address of Participating Lender]



Dear Ladies and Gentlemen:




     Pursuant to Section 2.7(b) of the Revolving Credit Agreement, dated as of April 8, 2010 (as
amended, modified or supplemented from time to time, the “Credit Agreement”) among Stratus
Technologies, Inc. (“Borrower”), Stratus Technologies Bermuda Holdings Ltd. (“Bermuda
Holdings”), Stratus Technologies Bermuda Ltd. (“Stratus Bermuda”), the lenders from
time to time party thereto (the “Lenders”) and Jefferies Finance LLC, as administrative
agent for the Lenders (in such capacity the “Administrative Agent”), and as sole lead
arranger, sole bookrunner and syndication agent, the undersigned hereby acknowledges receipt from
you on the date hereof of the L/C Participating Interest in the amount of [__________________ ]
DOLLARS [($__________ )] in the following Letter of Credit and the L/C Application relating
thereto:



     [Describe Letter of Credit (i.e. Letter of Credit number, face amount, date of issuance and
beneficiary)]



	 	 	 	 	 
	 	Very truly yours,



[_____________],

as Issuing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT E

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF

SUBSECTION 3.11(B)(d)(2) CERTIFICATE




          Reference is hereby made to the Revolving Credit Agreement, dated as of April 8, 2010 (as
amended, modified or supplemented from time to time, the “Credit Agreement”) among Stratus
Technologies, Inc., as borrower, Stratus Technologies Bermuda Holdings Ltd., Stratus Technologies
Bermuda Ltd., the lenders from time to time party thereto, and Jefferies Finance LLC, as
administrative agent, sole lead arranger, sole bookrunner and syndication agent.
Pursuant to the provisions of Section 3.11(B)(d)(2) of the Credit Agreement, the undersigned hereby
certifies that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal
Revenue Code of 1986, as amended.




	 	 	 	 	 
	 	[NAME OF LENDER] 

 	 
	 	By:  	 	 
	 	 	Title 	 
	 	 	 	 
	 


Date:





 











 





EXHIBIT H-1

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF BORROWER CLOSING CERTIFICATE




     Pursuant to Section 5.l(m) of the Revolving Credit Agreement, dated as of April 8, 2010 (as
amended, modified or supplemented from time to time, the “Credit Agreement”; capitalized
terms used herein but not otherwise defined herein shall have the respective meanings given to such
terms in the Credit Agreement) among Stratus Technologies, Inc. (the “Borrower”), Stratus
Technologies Bermuda Holdings Ltd. (“Bermuda Holdings”), Stratus Technologies Bermuda
Ltd.(“Stratus Bermuda”), the lenders from time to time party thereto (the
“Lenders”) and Jefferies Finance LLC as administrative agent to the Lenders (in such
capacity the “Administrative Agent”), and as sole lead arranger, sole bookrunner and
syndication agent, the undersigned [INSERT TITLE OF OFFICER] of the Borrower hereby certifies as
follows:



     1. The representations and warranties of the Borrower set forth in each of the
Credit Documents to which it is a party or which are contained in any certificate
furnished by or on behalf of the Borrower pursuant to any of the Credit Documents to
which it is a party are true and correct in all material respects on and as of the
date hereof with the same effect as if made on the date hereof, except for
representations and warranties expressly stated to relate to a specific earlier date,
in which case such representations and warranties were true and correct in all
material respects as of such earlier date.



     2. [___________________] is the duly elected and qualified corporate secretary of the Borrower
and the signature set forth for such officer below is such officer’s true and genuine signature.



     3. No Default or Event of Default has occurred and is continuing as of the date hereof or
after giving effect to the Loans to be made on the date hereof.



     4. Attached hereto is the Pro Forma Balance Sheet of Bermuda Holdings and its consolidated
Subsidiaries and such Pro Forma Balance Sheet (i) fairly presents in all material respects the pro
forma financial position of Bermuda Holdings and its consolidated Subsidiaries and (ii) was
prepared in good faith.



     5. The conditions precedent set forth in Section 5.1 of the Credit Agreement were satisfied as
of the Closing Date.



     The undersigned corporate secretary of the Borrower certifies as follows:



     6. There are no liquidation or dissolution proceedings pending or to my knowledge threatened
against the Borrower, nor has any other event occurred adversely affecting or threatening the
continued corporate existence of the Borrower.



     7. The Borrower is a corporation duly incorporated, validly existing and in good standing
under the laws of the jurisdiction of its organization.



 









 





     8. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted
by the board of directors of the Borrower on [_________]; such resolutions have not in any way been
amended, modified, revoked or rescinded, have been in full force and effect since their adoption to
and including the date hereof and are now in full force and effect and are the only corporate
proceedings of the Borrower now in force relating to or affecting the matters referred to therein.



     9. Attached hereto as Annex 2 is a true and complete copy of the By-Laws
of the Borrower as in effect on the date hereof.



     10. Attached hereto as Annex 3 is a true and complete copy of the Certificate of Incorporation
of the Borrower as in effect on the date hereof, and such certificate has not been amended,
repealed, modified or restated.



     11. The following persons are now duly elected and qualified officers of the Borrower holding
the offices indicated next to their respective names below as of the date hereof, and the
signatures appearing opposite their respective names below are the true and genuine signatures of
such officers, and each of such officers is duly authorized to execute and deliver on behalf of the
Borrower each of the Credit Documents to which it is a party and any certificate or other document
to be delivered by the Borrower pursuant to the Credit Documents to which it is a party:



	 	 	 	 	 
	Name	 	Office	 	Signature
	 

	 	 
	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 






     IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
below.



	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 






 









 






EXHIBIT H-2

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF CREDIT PARTIES CLOSING CERTIFICATE




     Pursuant to Section 5.1(m) of the Revolving Credit Agreement, dated as of April 8, 2010 (as
amended, modified or supplemented from time to time, the “Credit Agreement”; capitalized
terms used herein but not otherwise defined herein shall have the respective meanings given to such
terms in the Credit Agreement) among Stratus Technologies, Inc. (the “Borrower”), Stratus
Technologies Bermuda Holdings Ltd. (“Bermuda Holdings”), Stratus Technologies Bermuda Ltd.
(“Stratus Bermuda”), the lenders from time to time party thereto (the “Lenders”)
and Jefferies Finance LLC, as administrative agent (in such capacity the “Administrative
Agent”), and as sole lead arranger, sole bookrunner and syndication agent, the undersigned
[INSERT TITLE OF OFFICER] of [INSERT NAME OF CREDIT PARTY] hereby certifies as follows:



     1. The representations and warranties of the Company set forth in each of the
Credit Documents to which it is a party or which are contained in any certificate
furnished by or on behalf of the Company pursuant to any of the Credit Documents to
which it is a party are true and correct in all material respects on and as of the
date hereof with the same effect as if made on the date hereof, except for
representations and warranties expressly stated to relate to a specific earlier date,
in which case such representations and warranties were true and correct in all
material respects as of such earlier date.



     2. [____________] is the duly elected and qualified corporate secretary of the Company and the
signature set forth for such officer below is such officer’s true and genuine signature.



     The undersigned corporate secretary of the Company certifies as follows:



     3. There are no liquidation or dissolution proceedings pending or to my knowledge threatened
against the Company, nor has any other event occurred adversely affecting or threatening the
continued corporate existence of the Company.



     4. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its organization.



     5. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the
board of directors or similar governing body of the Company on [__________]; such resolutions have
not in any way been amended, modified, revoked or rescinded, have been in full force and effect
since their adoption to and including the date hereof and are now in full force and effect and are
the only such proceedings of the Company now in force relating to or affecting the matters referred
to therein.



     6. Attached hereto as Annex 2 is a true and complete copy of the [By-Laws] of
the Company as in effect on the date hereof.



 









 





     7. Attached hereto as Annex 3 is a true and complete copy of the [Certificate of
Incorporation] of the Company as in effect on the date hereof, and such certificate has not
been amended, repealed, modified or restated.



     8. The following persons are now duly elected and qualified officers of the
Company holding the offices indicated next to their respective names below as of the date hereof,
and the signatures appearing opposite their respective names below are the true and genuine
signatures of such officers, and each of such officers is duly authorized to execute and deliver on
behalf of the Company each of the Credit Documents to which it is a party and any certificate or
other document to be delivered by the Company pursuant to the Credit Documents to which it is a
party:



	 	 	 	 	 
	Name	 	Office	 	Signature
	 

	 	 
	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 






     IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
below.



	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 






 









 






EXHIBIT H-3

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF BERMUDA HOLDINGS CLOSING CERTIFICATE




     Pursuant to Section 5.l(m) of the Revolving Credit Agreement, dated as of April 8, 2010 (as
amended, modified or supplemented from time to time, the “Credit Agreement”; capitalized
terms used herein but not otherwise defined herein shall have the respective meanings given to such
terms in the Credit Agreement) among Stratus Technologies, Inc. (the “Borrower”), Stratus
Technologies Bermuda Holdings Ltd. (“Bermuda Holdings”), Stratus Technologies Bermuda Ltd.
(“Stratus Bermuda”), the lenders from time to time party thereto (the “Lenders”)
and Jefferies Finance LLC as administrative agent to the Lenders (in such capacity the
“Administrative Agent”), and as sole lead arranger, sole bookrunner and syndication agent,
the undersigned [INSERT TITLE OF OFFICER] of the Borrower hereby certifies as follows:



     1. The representations and warranties of Bermuda Holdings set forth in each of the
Credit Documents to which it is a party or which are contained in any certificate furnished
by or on behalf of the Bermuda Holdings pursuant to any of the Credit Documents to which it
is a party are true and correct in all material respects on and as of the date hereof with
the same effect as if made on the date hereof, except for representations and warranties
expressly stated to relate to a specific earlier date, in which case such representations
and warranties were true and correct in all material respects as of such earlier date.



     2. [__________________] is the duly elected and qualified corporate secretary of Bermuda
Holdings and the signature set forth for such officer below is such officer’s true and genuine
signature.



     3. No Default or Event of Default has occurred and is continuing as of the date hereof or
after giving effect to the Loans to be made on the date hereof.



     4. The conditions precedent set forth in Section 5.1 of the Credit Agreement were satisfied as
of the Closing Date.



     The undersigned corporate secretary of Bermuda Holdings certifies as follows:



     5. There are no liquidation or dissolution proceedings pending or to my knowledge threatened
against Bermuda Holdings, nor has any other event occurred adversely affecting or threatening the
continued corporate existence of Bermuda Holdings.



     6. Bermuda Holdings is an exempted limited liability company duly organized and validly
existing under the laws of Bermuda.



     7. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the
board of managers of Bermuda Holdings on [___________]; such resolutions have not in any way been
amended, modified, revoked or rescinded, have been in full force and effect since their adoption to
and including the date hereof and are now in full force and effect



 









 




and are the only such proceedings of Bermuda Holdings now in force relating to or affecting the matters referred to
therein.




     8. Attached hereto as Annex 2 is a true and complete copy of the Memorandum of
Association and Bye-Laws of Bermuda Holdings as in effect on the date hereof.



     9. Attached hereto as Annex 3 is a true and complete copy of the certificate evidencing
organization of Bermuda Holdings as in effect on the date hereof, and such certificate has not been
amended, repealed, modified or restated.



     10. The following persons are now duly elected and qualified officers of Bermuda Holdings
holding the offices indicated next to their respective names below as of the date hereof, and the
signatures appearing opposite their respective names below are the true and genuine signatures of
such officers, and each of such officers is duly authorized to execute and deliver on behalf of
Bermuda Holdings each of the Credit Documents to which it is a party and any certificate or other
document to be delivered by Bermuda Holdings pursuant to the Credit Documents to which it is a
party:



	 	 	 	 	 
	Name	 	Office	 	Signature
	 

	 	 
	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 






     IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
below.



	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 






2









 






EXHIBIT H-4

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF STRATUS BERMUDA CLOSING CERTIFICATE




     Pursuant to Section 5.l(m) of the Revolving Credit Agreement, dated as of April 8, 2010 (as
amended, modified or supplemented from time to time, the “Credit Agreement”; capitalized
terms used herein but not otherwise defined herein shall have the respective meanings given to such
terms in the Credit Agreement) among Stratus Technologies, Inc. (the “Borrower”), Stratus
Technologies Bermuda Holdings Ltd. (“Bermuda Holdings”), Stratus Technologies Bermuda Ltd.
(“Stratus Bermuda”), the lenders from time to time party thereto (the “Lenders”)
and Jefferies Finance LLC as administrative agent to the Lenders (in such capacity the
“Administrative Agent”), and as sole lead arranger, sole bookrunner and syndication agent,
the undersigned [INSERT TITLE OF OFFICER] of the Borrower hereby certifies as follows:



     1. The representations and warranties of Stratus Bermuda set forth in each of the
Credit Documents to which it is a party or which are contained in any certificate furnished
by or on behalf of Stratus Bermuda pursuant to any of the Credit Documents to which it is a
party are true and correct in all material respects on and as of the date hereof with the
same effect as if made on the date hereof, except for representations and warranties
expressly stated to relate to a specific earlier date, in which case such representations
and warranties were true and correct in all material respects as of such earlier date.



     2. [__________________] is the duly elected and qualified corporate secretary of Stratus
Bermuda and the signature set forth for such officer below is such officer’s true and genuine
signature.



     3. No Default or Event of Default has occurred and is continuing as of the date hereof or
after giving effect to the Loans to be made on the date hereof.



     4. The conditions precedent set forth in Section 5.1 of the Credit Agreement were satisfied as
of the Closing Date.



     The undersigned corporate secretary of Stratus Bermuda certifies as follows:



     5. There are no liquidation or dissolution proceedings pending or to my knowledge threatened
against Stratus Bermuda, nor has any other event occurred adversely affecting or threatening the
continued corporate existence of Stratus Bermuda.



     6. Stratus Bermuda is an exempted limited liability company duly organized and validly
existing under the laws of Bermuda.



     7. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the
board of managers of Stratus Bermuda on [___________]; such resolutions have not in any way been
amended, modified, revoked or rescinded, have been in full force and effect since their adoption to
and including the date hereof and are now in full force and effect and are



 









 




the only such proceedings of Stratus Bermuda now in force relating to or affecting the matters
referred to therein.




     8. Attached hereto as Annex 2 is a true and complete copy of the Memorandum of
Association and Bye-Laws of Stratus Bermuda as in effect on the date hereof.



     9. Attached hereto as Annex 3 is a true and complete copy of the certificate evidencing
organization of Stratus Bermuda as in effect on the date hereof, and such certificate has not been
amended, repealed, modified or restated.



     10. The following persons are now duly elected and qualified officers of Stratus Bermuda
holding the offices indicated next to their respective names below as of the date hereof, and the
signatures appearing opposite their respective names below are the true and genuine signatures of
such officers, and each of such officers is duly authorized to execute and deliver on behalf of
Stratus Bermuda each of the Credit Documents to which it is a party and any certificate or other
document to be delivered by Stratus Bermuda pursuant to the Credit Documents to which it is a
party:



	 	 	 	 	 
	Name	 	Office	 	Signature
	 

	 	 
	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 






     IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
below.



	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 
	 	 	 	 	 	 





Date:

 









 






EXHIBIT I

TO THE

REVOLVING CREDIT AGREEMENT




FORM OF NOTICE OF BORROWING




[____________]




Jefferies Finance LLC, as Administrative Agent

      (the “Administrative Agent”) for the Lenders

      party to the Credit Agreement referred to below

520 Madison Avenue

New York, New York 10022

Attention: [__________]




Ladies and Gentlemen:




          The undersigned, Stratus Technologies, Inc. (the “Borrower”), refers to the Credit
Agreement, dated as of April 8, 2010 (as amended, restated, modified and/or supplemented from time
to time, the “Credit Agreement”, the capitalized terms defined therein being used herein as
therein defined), among the Borrower, the lenders from time to time party thereto (each, a
“Lender” and collectively, the “Lenders”), you, as Administrative Agent for such
Lenders, and the other agents and arrangers party thereto, and hereby gives you notice,
irrevocably, pursuant to Section 3.1(a) 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
3.1(a) of the Credit Agreement:





     (i) The Business Day of the Proposed Borrowing is _________ __, ___.1




     (ii) The aggregate principal amount of the Proposed Borrowing is $______.




     (iv) The Loans to be made pursuant to the Proposed Borrowing shall be initially maintained as
[Alternate Base Rate Loans] [Eurodollar Loans].




     [(v) The initial Interest Period for the Proposed Borrowing is [one month] [two
months] [three months] [six months].2





 




			
	1	 	Shall be a Business Day at least one Business Day in the case of Alternate Base
Rate Loans and at least three Business Days in the case of Eurodollar Loans, in each case,
after the date hereof, provided that (in each case) any such notice shall be deemed to have
been given on a certain day only if given before 2:00 P.M. (New York time) on such day.




 









 










Exhibit I

Page 2





     (vi) After giving effect to such Borrowing, the amount of the Available Revolving Credit
Commitments shall be $_________.



          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 the Credit Agreement and in the other
Credit Documents are and will be true and correct in all material respects, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds thereof, as though made on
such date, unless stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects only as of such earlier date; and




     (B) no Default or Event of Default has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds thereof.



	 	 	 	 	 
	 	Very truly yours,




STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	To be included only for Eurodollar Loan Borrowings.




-2-









 










EXHIBIT J

TO THE

REVOLVING CREDIT AGREEMENT




 FORM OF L/C APPLICATION




Dated 1




Jefferies Finance LLC,






as Administrative Agent, under the Credit Agreement,
dated as of April 8, 2010 (as amended, restated, modified
and/or supplemented from time to time, the “Credit
Agreement”), among Stratus Technologies, Inc. (the
“Borrower”), Stratus Technologies Bermuda Holdings Ltd., Stratus Technologies Bermuda Ltd., the lenders from
time to time party thereto, Jefferies Finance LLC, as
Administrative Agent, and the other agents and arrangers party
thereto.



520 Madison Avenue 
New York,
New York 10022 
Attention:
General Counsel




Jefferies Group, Inc., as Issuing
Lender 
Harborside Financial Center

Plaza 3, Suite 705 
Jersey City, 

New
Jersey 07311 
Attention: Mark Sahler




Ladies and Gentlemen:




          Pursuant to Section 2.4 of the Credit Agreement, we hereby request that the Issuing Lender
referred to above issue a standby Letter of Credit for the account of the undersigned on 2 (the “Date of Issuance”) in the aggregate Stated Amount of 3 .




          For purposes of this L/C Application, unless otherwise defined herein, all capitalized
terms used herein which are defined in the Credit Agreement shall have the respective meaning
provided therein.




          “Stated Amount” of each Letter of Credit shall mean, at any time, the maximum amount
available to be drawn thereunder, in each case determined (x) as if any future automatic increases
in the maximum amount available provided for in such Letter of Credit had in face occurred at such
time and (y)






 




			
	1	 	Date of L/C Application
	 
	2	 	Date of Issuance which shall be (x) a Business Day and (y) at least 5 Business Days
after the date hereof (or such earlier date as is acceptable to the respective Issuing Lender
in any given case).
	 
	3	 	Aggregate initial Stated Amount of the Letter of Credit which should not be less than
$50,000 (or such lesser amount as is acceptable to the respective Issuing Lender).




 









 










Exhibit J

Page 2



without regard to whether any conditions to drawing could then be met but after giving effect
to all previous drawings made thereunder.




          The beneficiary of the requested Letter of Credit will be 4, and such Letter of Credit will
be in support of 5 and will have a stated expiration date of 6.




          We hereby certify that:





	 	(A)	 	the representations and warranties contained in the Credit Agreement and in the other Credit
Documents are and will be true and correct in all material respects on the Date of Issuance,
both before and after giving effect to the issuance of the Letter of Credit requested hereby,
unless stated to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects only as of such earlier date;
and
	 
	 	(B)	 	no Default or Event of Default has occurred and is continuing nor, after giving effect to the
issuance of the Letter of Credit requested hereby, would such a Default or Event of Default
occur.





          Copies of all documentation with respect to the supported transaction are attached hereto.




	 	 	 	 	 
	 	STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	4	 	Insert name and address of beneficiary.
	 
	5	 	Insert a description of L/C supportable obligations (in the case of Standby L/Cs) and
insert description of permitted trade obligations of Holdings or its Subsidiaries (in the case
of Commercial L/Cs).
	 
	6	 	Insert the last date upon which drafts may be presented which may not be later than
(i) in the case of Standby L/Cs, the earlier of (x) one year after the Date of Issuance and
(y) the 5th Business Day preceding the Revolving Credit Maturity Date and (ii) in the case of
Commercial L/Cs, the earlier of (x) 180 days after the Date of Issuance and (y) the 5th
Business Day preceding the Revolving Credit Maturity Date.