exv4we






Exhibit 4.E




EXECUTION COPY




$2,000,000,000




AMENDED AND RESTATED

CREDIT AGREEMENT



dated as of



December 5, 2006



among



Johnson Controls, Inc.,

as Borrower and Guarantor,



The Eligible Subsidiaries Referred to Herein,

as Borrowers,



The Lenders Parties Hereto



and



JPMorgan Chase Bank, N.A.,

as Administrative Agent



 





J.P. Morgan Securities Inc.,

Sole Lead Arranger and Bookrunner



Bank of America, N.A.

Barclays Bank PLC

and

Citibank, N.A.,

Co-Syndication Agents







 









 








TABLE OF CONTENTS




 





	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

Definitions
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Accounting Terms and Determinations
	 	 	13	 
	Section 1.03. Types of Loans and Borrowings
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 2 

The Credits
	 
	 	 	 	 
	Section 2.01. Commitments to Lend
	 	 	14	 
	Section 2.02. Notice of Borrowing
	 	 	15	 
	Section 2.03. Notice to Lenders; Funding of Loans
	 	 	16	 
	Section 2.04. Notes
	 	 	17	 
	Section 2.05. Maturity of Loans
	 	 	17	 
	Section 2.06. Interest Rates
	 	 	17	 
	Section 2.07. Fees
	 	 	19	 
	Section 2.08. Optional Termination or Reduction of Commitments
	 	 	19	 
	Section 2.09. Mandatory Termination of Commitments
	 	 	20	 
	Section 2.10. Optional Prepayments
	 	 	20	 
	Section 2.11. General Provisions as to Payments
	 	 	20	 
	Section 2.12. Funding Losses
	 	 	21	 
	Section 2.13. Computation of Interest and Fees
	 	 	22	 
	Section 2.14. Regulation D Compensation
	 	 	22	 
	Section 2.15. Method of Electing Interest Rates
	 	 	22	 
	Section 2.16. Determining Dollar Amounts; Related Mandatory Prepayments
	 	 	24	 
	Section 2.17. Additional Reserve Costs
	 	 	25	 
	Section 2.18. Judgment Currency
	 	 	25	 
	Section 2.19. Letters of Credit
	 	 	26	 
	Section 2.20. Increased Commitments, Additional Lenders
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 3

Conditions
	 
	 	 	 	 
	Section 3.01. Effectiveness
	 	 	31	 
	Section 3.02. Borrowings and Issuances of Letters of Credit
	 	 	32	 
	Section 3.03. First Borrowing by Each Eligible Subsidiary
	 	 	33	 






 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 4

Representations and Warranties of the Company
	 
	 	 	 	 
	Section 4.01. Legal Existence and Power
	 	 	34	 
	Section 4.02. Legal and Governmental Authorization; No Contravention
	 	 	34	 
	Section 4.03. Binding Effect
	 	 	34	 
	Section 4.04. Financial Information
	 	 	34	 
	Section 4.05. Litigation
	 	 	35	 
	Section 4.06. Compliance with ERISA
	 	 	35	 
	Section 4.07. Environmental Matters
	 	 	35	 
	Section 4.08. Taxes
	 	 	36	 
	Section 4.09. Subsidiaries
	 	 	36	 
	Section 4.10. Not an Investment Company
	 	 	36	 
	Section 4.11. Full Disclosure
	 	 	36	 
	 
	 	 	 	 
	ARTICLE 5

Covenants
	 
	 	 	 	 
	Section 5.01. Information
	 	 	37	 
	Section 5.02. Payment of Obligations
	 	 	39	 
	Section 5.03. Maintenance of Property; Insurance
	 	 	39	 
	Section 5.04. Conduct of Business and Maintenance of Existence
	 	 	39	 
	Section 5.05. Compliance with Laws
	 	 	40	 
	Section 5.06. Inspection of Property, Books and Records
	 	 	40	 
	Section 5.07. Minimum Consolidated Stockholder’s Equity
	 	 	40	 
	Section 5.08. Negative Pledge
	 	 	40	 
	Section 5.09. Consolidation, Mergers and Sales of Assets
	 	 	41	 
	Section 5.10. Use of Proceeds
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 6

Defaults
	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	42	 
	Section 6.02. Notice of Default
	 	 	44	 
	Section 6.03. Cash Cover
	 	 	44	 
	ARTICLE 7

The Administrative Agent
	 
	 	 	 	 
	Section 7.01. Appointment and Authorization
	 	 	45	 
	Section 7.02. Administrative Agent and Affiliates
	 	 	45	 
	Section 7.03. Action by Administrative Agent
	 	 	45	 
	Section 7.04. Consultation with Experts
	 	 	45	 
	Section 7.05. Liability of Administrative Agent
	 	 	45	 
	Section 7.06. Indemnification
	 	 	46	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	Section 7.07. Credit Decision
	 	 	46	 
	Section 7.08. Successor Administrative Agent
	 	 	46	 
	Section 7.09. Administrative Agent’s Fee
	 	 	46	 
	Section 7.10. Co-Syndication Agents
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 8

Change in Circumstances
	 
	 	 	 	 
	Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair
	 	 	47	 
	Section 8.02. Illegality
	 	 	47	 
	Section 8.03. Increased Cost and Reduced Return
	 	 	48	 
	Section 8.04. Taxes
	 	 	49	 
	Section 8.05. Base Rate Loans Substituted for Affected Euro-Currency Loans
	 	 	51	 
	 
	 	 	 	 
	ARTICLE 9

Representations and Warranties of Eligible Subsidiaries
	 
	 	 	 	 
	Section 9.01. Legal Existence and Power
	 	 	52	 
	Section 9.02. Legal and Governmental Authorization; No Contravention
	 	 	52	 
	Section 9.03. Binding Effect
	 	 	53	 
	Section 9.04. Taxes
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 10

Guaranty
	 
	 	 	 	 
	Section 10.01. The Guaranty
	 	 	53	 
	Section 10.02. Guaranty Unconditional
	 	 	53	 
	Section 10.03. Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances
	 	 	54	 
	Section 10.04. Waiver by the Company
	 	 	54	 
	Section 10.05. Subrogation
	 	 	54	 
	Section 10.06. Stay of Acceleration
	 	 	55	 
	 
	 	 	 	 
	ARTICLE 11

Miscellaneous
	 
	 	 	 	 
	Section 11.01. Notices
	 	 	55	 
	Section 11.02. No Waivers
	 	 	56	 
	Section 11.03. Expenses; Indemnification
	 	 	56	 
	Section 11.04. Sharing of Set-offs
	 	 	56	 
	Section 11.05. Amendments and Waivers
	 	 	57	 
	Section 11.06. Successors and Assigns
	 	 	58	 
	Section 11.07. Collateral
	 	 	60	 
	Section 11.08. Governing Law; Submission to Jurisdiction
	 	 	60	 
	Section 11.09. Counterparts; Integration
	 	 	60	 






iv









 






	 	 	 	 	 
	 	 	Page	 
	Section 11.10. Waiver of Jury Trial
	 	 	61	 
	Section 11.11. Confidentiality
	 	 	61	 






v









 






COMMITMENT SCHEDULE




PRICING SCHEDULE




SCHEDULE I




	 	 	 

	EXHIBIT A -

	 	Form of Note
	EXHIBIT B -

	 	Opinion of General Counsel of the Company
	EXHIBIT C -

	 	Opinion of Special Counsel of the Administrative Agent
	EXHIBIT D -

	 	Form of Election to Participate
	EXHIBIT E -

	 	Form of Election to Terminate
	EXHIBIT F -

	 	Opinion of Counsel of the Borrower (Borrowings by Eligible Subsidiaries)
	EXHIBIT G -

	 	Assignment and Assumption Agreement
	EXHIBIT H -

	 	Mandatory Costs Rate
	EXHIBIT I -

	 	Extension Agreement






vi









 





     AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 5, 2006 among JOHNSON CONTROLS,
INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS from time to time parties hereto
and JPMORGAN CHASE BANK, N.A., as Administrative Agent.



     WHEREAS, the parties hereto have heretofore entered into a Five-Year Credit Agreement dated as
of October 5, 2005 (the “Existing Agreement”);



     WHEREAS, at the date hereof, there are no Loans outstanding under the Existing Agreement; and



     WHEREAS, the parties hereto desire to amend the Existing Agreement as set forth herein and to
restate the Existing Agreement in its entirety to read as set forth below;



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE 1

Definitions




     Section 1.01. Definitions. The following terms, as used herein, have the following
meanings:



     “Additional Lender” has the meaning set forth in Section 2.20(b).



     “Administrative Agent” means JPMorgan Chase Bank, N.A. in its capacity as agent for the
Lenders hereunder, and its successors in such capacity.



     “Administrative Questionnaire” means, with respect to each Lender, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative
Agent (with a copy to the Company) duly completed by such Lender.



     “Agreement” means the Existing Agreement, as amended by this Amended Agreement, and as the
same may be further amended from time to time after the date hereof.



     “Amended Agreement” means this Amended and Restated Credit Agreement dated as of December 5,
2006.



     “Alternative Currency” means Euro or Sterling.




 









 





     “Alternative Currency Loan” means a Loan that is made in an Alternative Currency pursuant to
the applicable Notice of Borrowing.



     “Applicable Lending Office” means, with respect to any Lender, (i) in the case of its Base
Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Currency Loans, its
Euro-Currency Lending Office.



     “Assignee” has the meaning set forth in Section 11.06(c).



     “Base Rate” means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for
such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.



     “Base Rate Loan” means a Loan which bears interest at the Base Rate pursuant to the applicable
Notice of Borrowing or Notice of Interest Rate Election or the provisions of Section 2.06(a) or
Article 8.



     “Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section
3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise
contributed to by any member of the ERISA Group.



     “Borrower” means the Company or any Eligible Subsidiary, as the context may require, and their
respective successors, and “Borrowers” means all of the foregoing. When used in relation to any
Loan or Letter of Credit, references to “the Borrower” are to the particular Borrower to which such
Loan is or is to be made or at whose request such Letter of Credit is or is to be issued.



     “Borrowing” has the meaning set forth in Section 1.03.



     “Cash Collateralize” means to pledge and deposit with or deliver to the Issuing Lender, as
collateral for the applicable outstanding Letter of Credit, cash or deposit account balances
pursuant to documentation in form and substance reasonably satisfactory to the Issuing Lender in an
amount equal to 105% of the face amount of such Letter of Credit. Each Borrower hereby grants to
the Issuing Lender, for the benefit of the Issuing Lender and the Lenders, a security interest in
all of its right, title and interest (if any) in such cash, deposit accounts and all balances
therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked interest
bearing (to the extent available) deposit accounts at the Issuing Lender.



     “Commitment” means (i) with respect to each Lender, the amount of such Lender’s Commitment, as
such amount is set forth opposite the name of such Lender on the Commitment Schedule, (ii) with
respect to any Additional Lender, the amount of the Commitment assumed by it pursuant to Section
2.20 and (iii) with respect to any Assignee, the amount of the transferor Lender’s Commitment



2









 







assigned to it pursuant to Section 11.06(c), in each case as such amount may be changed from time
to time pursuant to Section 2.09, 2.20 or 11.06(c); provided
that, if the context so requires, the term “Commitment” means the obligation of a Lender to
extend credit up to such amount to the Borrowers hereunder.



     “Commitment Schedule” means the Schedule attached hereto identified as such.



     “Company” means Johnson Controls, Inc., a Wisconsin corporation (“JCI”), and its successors
provided that upon consummation of a Holding Company Reorganization in compliance with Section
5.09, the Holding Company shall thereafter be the Company for purposes hereof, except that any
reference made to the Company as of a specific date prior to any such Holding Company
Reorganization shall continue to refer to JCI.



     “Company’s 2005 Form 10-K” means the Company’s annual report on Form 10-K for 2005, as
amended, filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934.



     “Conduit” means a special purpose corporation which is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business.



     “Conduit Designation” has the meaning set forth in Section 11.06(f).



     “Consolidated Stockholders’ Equity” means at any date the stockholders’ or members’ equity of
the Company and its Consolidated Subsidiaries determined on a consolidated basis as of such date in
accordance with GAAP; provided that, for purposes hereof, the consolidated stockholders’ or
members’ equity of the Company and its Consolidated Subsidiaries shall be calculated without giving
effect to (i) the application of Financial Accounting Standards Board Statement No. 106 or (ii) the
cumulative foreign currency translation adjustment.



     “Consolidated Subsidiary” shall mean, as to any Person, each Subsidiary of such Person
(whether now existing or hereafter created or acquired) the financial statements of which shall be
(or should have been) consolidated with the financial statements of such Person in accordance with
GAAP.



     “Co-Syndication Agents” means Bank of America, N.A., Barclays Bank plc and Citibank, N.A. in
their respective capacities as Co-Syndication Agents in connection with the credit facility
provided hereunder.



     “Credit Exposure” means, with respect to any Lender at any time, (i) the amount of its
Commitment (whether used or unused) at such time or (ii) if the Commitments have terminated in
their entirety, the sum of the aggregate Dollar



3









 







Amount of its Loans at such time plus the aggregate
Dollar Amount of its Letter of Credit Liabilities at such time.



     “Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of such Person to pay the deferred
purchase price of property, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in accordance with
GAAP, (v) all Debt (as defined in one of the other clauses of this definition) of others secured by
a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; provided
that, for purposes of determining the amount of any Debt of the type described in this clause (v),
if recourse with respect to such Debt is limited to such asset, the amount of such Debt shall be
limited to the lesser of (A) the greater of (x) the book value of such asset or (y) the fair market
value of such asset or (B) the amount of such Debt and (vi) all Debt of others Guaranteed by such
Person (each such Guarantee to constitute Debt in an amount equal to the lesser of (A) the stated
maximum amount of such Guarantee, if any, or (B) the amount of such other Person’s Debt Guaranteed
thereby); provided that Debt shall not include obligations in respect of letters of credit to
secure the performance of bids, trade contracts (other than for Debt), operating leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business and letters of credit issued in connection with the
Company’s self-insurance programs for workman’s compensation, product liability and general
liability.



     “Default” means any condition or event which constitutes an Event of Default or which with the
giving of notice or lapse of time or both would, unless cured or waived, become an Event of
Default.



     “Dollar Amount” means, at any time:




     (i) with respect to any Dollar-Denominated Loan, the principal amount thereof then
outstanding;




     (ii) with respect to any Alternative Currency Loan, the principal amount thereof then
outstanding in the relevant Alternative Currency, converted to Dollars in accordance with
Section 2.16(a); and




     (iii) with respect to any Letter of Credit Liabilities, (A) if denominated in
Dollars, the amount thereof and (B) if denominated in an Alternative Currency, the amount
thereof converted to Dollars in accordance with Section 2.16(b).



4









 





     “Dollar-Denominated Loan” means a Loan that is made in Dollars pursuant to the applicable
Notice of Borrowing.



     “Dollars” and the sign “$” mean lawful currency of the United States.



     “Domestic Business Day” means any day except a Saturday, Sunday or other day on which
commercial banks in New York City are authorized by law to close.



     “Domestic Lending Office” means, as to each Lender, its office located at its address set
forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its
Domestic Lending Office) or such other office as such Lender may hereafter designate as its
Domestic Lending Office by notice to the Company and the Administrative Agent.



     “Effective Date” means the date on which this Amended Agreement becomes effective pursuant to
Section 3.01.



     “Election to Participate” means an Election to Participate substantially in the form of
Exhibit D hereto.



     “Election to Terminate” means an Election to Terminate substantially in the form of Exhibit E
hereto.



     “Eligible Subsidiary” means any Wholly-Owned Consolidated Subsidiary of the Company as to
which an Election to Participate shall have been delivered to the Administrative Agent and as to
which an Election to Terminate shall not have been delivered to the Administrative Agent. Each
such Election to Participate and Election to Terminate shall be duly executed on behalf of such
Wholly-Owned Consolidated Subsidiary and the Company in such number of copies as the Administrative
Agent may request. The delivery of an Election to Terminate shall not affect any obligation of an
Eligible Subsidiary theretofore incurred. The Administrative Agent shall promptly give notice to
the Lenders of the receipt of any Election to Participate or Election to Terminate.



     “Environmental Laws” means any and all federal, state, local and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to the environment or
to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products,
chemicals or industrial, toxic or hazardous substances or wastes into the environment including,
without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or
hazardous substances or wastes or the clean-up or other remediation thereof.



5









 





     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute.



     “ERISA Group” means the Company, any Consolidated Subsidiary and all members of a controlled
group of corporations or other entities and all trades or businesses (whether or not incorporated)
under common control which, together with the Company or any Consolidated Subsidiary, are treated
as a single employer under Section 414 of the Internal Revenue Code.



     “Euro” means the single currency of the Participating Member States.



     “Euro-Currency Business Day” means a Euro-Dollar Business Day, unless such term is used in
connection with an Alternative Currency Borrowing or Alternative Currency Loan, in which case such
day shall only be a Euro-Currency Business Day if (i) commercial banks are open for international
business (including dealings in deposits in such Alternative Currency) in London and (ii) if such
Alternative Currency is Euro, the Trans-European Automated Real-time Gross settlement Express
Transfer (or “TARGET”) payment system is open for the settlement of payment in Euro.



     “Euro-Currency Lending Office” means, as to each Lender, its office, branch or affiliate
located at its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Euro-Currency Lending Office) or such other office, branch or
affiliate of such Lender as it may hereafter designate as its Euro-Currency Lending Office by
notice to the Company and the Administrative Agent; provided that any Lender may from time to time
by notice to the Company and the Administrative Agent designate separate Euro-Currency Lending
Offices for its Loans in different currencies, in which case all references herein to the
Euro-Currency Lending Office of such Lender shall be deemed to refer to any or all of such offices,
as the context may require.



     “Euro-Currency Loan” means either a Euro-Dollar Loan or an Alternative Currency Loan.



     “Euro-Currency Margin” means, at any date, the applicable rate per annum determined in
accordance with the Pricing Schedule.



     “Euro-Currency Rate” means a rate of interest determined pursuant to Section 2.06(b) on the
basis of a London Interbank Offered Rate.



     “Euro-Currency Reserve Percentage” means, for any day, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve requirement for a member bank
of the Federal Reserve System in New York City with deposits exceeding five billion dollars in



6









 







respect of “Eurocurrency liabilities” (or in respect of any other category of liabilities which
includes deposits by reference to which the interest rate on Euro-
Currency Loans is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to United States residents).



     “Euro-Dollar Business Day” means any Domestic Business Day on which commercial banks are open
for international business (including dealings in Dollar deposits) in London.



     “Euro-Dollar Loan” means a Dollar-Denominated Loan that bears interest at a Euro-Currency Rate
pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election.



     “Event of Default” has the meaning set forth in Section 6.01.



     “Existing Agreement” means the $1,600,000,000 Five-Year Credit Agreement dated as of October
5, 2005 among the Company, the Eligible Subsidiaries referred to therein, the banks parties
thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.



     “Facility Fee Rate” means, at any date, the applicable rate per annum determined in accordance
with the Pricing Schedule.



     “Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to
the nearest 1/100th of 1%) 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 Domestic Business Day next
succeeding such day; provided that (i) if such day is not a Domestic Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate
is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day
shall be the average rate quoted to JPMorgan Chase Bank, N.A. on such day on such transactions as
determined by the Administrative Agent.



     “GAAP” shall mean generally accepted accounting principles as in effect from time to time.



     “Group of Loans” means, at any time, a group of Loans consisting of (i) all Loans to the same
Borrower which are Base Rate Loans at such time or (ii) all Loans which are Euro-Currency Loans in
the same currency to the same Borrower having the same Interest Period at such time, provided that,
if a Loan of any particular Lender is converted to or made as a Base Rate Loan pursuant to Article



7









 







8, such Loan shall be included in the same Group or Groups of Loans from time to time as it would
have been in if it had not been so converted or made.



     “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Debt of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt
(whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the
holder of such Debt of the payment thereof or to protect such holder against loss in respect
thereof (in whole or in part); provided that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has
a corresponding meaning.



     “Holding Company” means a corporation or other legal entity organized under the laws of a
State of the United States which becomes the direct or indirect owner of equity interests of the
Company and its Subsidiaries pursuant to a Holding Company Reorganization.



     “Holding Company Reorganization” means a transaction or series of transactions pursuant to
which the Company becomes a direct or indirect wholly-owned subsidiary of the Holding Company.



     “Increased Commitments” has the meaning set forth in Section 2.20(a).



     “Indemnitee” has the meaning set forth in Section 11.03(b).



     “Interest Period” means, with respect to each Euro-Currency Loan, the period commencing on the
date of borrowing specified in the applicable Notice of Borrowing or on the date specified in an
applicable Notice of Interest Rate Election and ending one, two, three or six months thereafter (or
such other period of time as may at the time be mutually agreed by the Borrower and the Lenders),
as the Borrower may elect in such notice; provided that:




     (a) any Interest Period which would otherwise end on a day which is not a
Euro-Currency Business Day shall be extended to the next succeeding Euro-Currency Business
Day unless such Euro-Currency Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Euro-Currency Business Day; and




     (b) any Interest Period which begins on the last Euro-Currency Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such



8









 







Interest Period) shall end on the last Euro-Currency Business Day of a calendar month; and




     (c) any Interest Period applicable to any Loan of any Lender which would otherwise
end after the Termination Date for such Lender shall end on the Termination Date for such
Lender.



     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any successor
statute.



     “Issuing Lender” means JPMorgan Chase Bank, N.A. and any other Lender that may agree to issue
letters of credit hereunder pursuant to an instrument in form satisfactory to the Company, such
Lender and the Administrative Agent, in its capacity as issuer of a Letter of Credit hereunder.
Unless the contest otherwise requires, any reference herein to a “Lender” includes each Issuing
Lender.



     “LC Termination Date” means, at any time, the fifth Business Day prior to the earliest
Termination Date then in effect as to any Lender.



     “Lender” means each Person listed in the Commitment Schedule, each Additional Lender or
Assignee which becomes a Lender pursuant to Section 2.20 or 11.06(c), and their respective
successors.



     “Lender Affiliate” means, (a) with respect to any Lender, (i) an Affiliate of such Lender or
(ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making,
purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by such Lender or an Affiliate of
such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and
similar extensions of credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an Affiliate of such
investment advisor. As used in this definition, (x) “Affiliate” means, with respect to a specified
Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with such specified Person and (y) “Control” means
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ability to exercise voting power, by contract or
otherwise (and “Controlled” has a meaning correlative thereto).



     “Letter of Credit” means a letter of credit to be issued hereunder by the Issuing Lender in
accordance with Section 2.19.



     “Letter of Credit Liabilities” means, for any Lender and at any time, such Lender’s ratable
participation in the sum of (x) the amounts then owing by



9









 







the Borrowers in respect of amounts drawn
under Letters of Credit and (y) the aggregate amount then available for drawing under all Letters
of Credit.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, the
Company or any Consolidated Subsidiary shall be deemed to own subject to a Lien any asset which it
has acquired or holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such asset (other than an
operating lease).



     “Loan” means a loan made by a Lender pursuant to Section 2.01; provided that, if any such loan
or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate
Election, the term “Loan” shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such subdivision, as the
case may be.



     “London Interbank Offered Rate” has the meaning set forth in Section 2.06(b).



     “London Office” means the office of the Administrative Agent identified on the signature pages
hereof as its London office, or such other office of the Administrative Agent as it may specify for
such purpose by notice to the other parties hereto.



     “Material Debt” means Debt (other than the Loans) of the Company and/or one or more of its
Consolidated Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate principal amount exceeding $100,000,000.



     “Material Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities in
excess of $100,000,000.



     “Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of
Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an
obligation to make contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the ERISA Group during such
five year period.



     “New York Office” means the office of the Administrative Agent identified on the signature
pages hereof as its New York office, or such other office of the Administrative Agent as it may
specify for such purpose by notice to the other parties hereto.




10











 





     “Notes” means promissory notes of a Borrower, substantially in the form of Exhibit A
hereto, evidencing the obligation of such Borrower to repay the Loans made to it, and “Note” means
any one of such promissory notes issued hereunder.



     “Notice of Borrowing” has the meaning set forth in Section 2.02.



     “Notice of Interest Rate Election” has the meaning set forth in Section 2.15.



     “Notice of Issuance” has the meaning set forth in Section 2.19(b).



     “Outstanding Amount” means, as to any Lender at any time, the sum of (i) the aggregate Dollar
Amount of Loans made by it outstanding at such time plus (ii) the aggregate Dollar Amount of its
Letter of Credit Liabilities at such time.



     “Parent” means, with respect to any Lender, any Person controlling such Lender.



     “Participant” has the meaning set forth in Section 11.06(b).



     “Participating Member States” means those members of the European Union from time to time
which adopt a single, shared currency.



     “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all
of its functions under ERISA.



     “Person” means an individual, a corporation, a limited liability company, a partnership, an
association, a trust, a limited liability company or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.



     “Plan” means at any time an employee pension benefit plan (other than a Multiemployer Plan)
which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the
ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the
preceding five years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a member of the ERISA
Group.



     “Pricing Schedule” means the Schedule attached hereto identified as such.



     “Prime Rate” means the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New
York City from time to time as its Prime Rate.



11









 





     “Quarterly Payment Date” means each March 31, June 30, September 30 and December 31.



     “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as
in effect from time to time.



     “Reimbursement Obligation” has the meaning set forth in Section 2.19(d).



     “Required Lenders” means at any time Lenders having more than 50% of the aggregate amount of
the Credit Exposures at such time.



     “Spot Rate” means, for any Alternative Currency on any day, the average of the Administrative
Agent’s spot buying and selling rates for the exchange of such Alternative Currency and Dollars as
of approximately 11:00 A.M. (London time) on such day.



     “Sterling” means the lawful currency of the United Kingdom.



     “Sterling Loan” means a Loan that is made in Sterling pursuant to the applicable Notice of
Borrowing.



     “Stop Issuance Notice” has the meaning set forth in Section 2.19(g).



     “Subsidiary” means, with respect to any Person, any corporation, association or other business
entity of which more than 50% of the total voting power of shares of stock (or comparable ownership
interests) entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of the Person or a combination
thereof.



     “Termination Date” means, as to each Lender, December 5, 2011 or, in the case of any Lender,
such later date to which the Commitment of such Lender shall have been extended pursuant to Section
2.01(b) (or, if any of the foregoing days is not a Euro-Dollar Business Day, the next preceding
Euro-Dollar Business Day).



     “Total Outstanding Amount” means, at any time, the aggregate Dollar Amount of all Loans
outstanding at such time plus the aggregate Dollar Amount of the Letter of Credit Liabilities of
all Lenders at such time.



     “Type” refers to the determination whether a loan is a Base Rate Loan or a Euro-Dollar Loan.



12









 





     “Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by
which (i) the present value of all benefits under such Plan exceeds (ii) the fair market value of
all Plan assets allocable to such benefits
(excluding any accrued but unpaid contributions), all determined as of the then most recent
valuation date for such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.



     “United States” means the United States of America, including the States and the District of
Columbia, but excluding its territories and possessions.



     “Wholly-Owned Consolidated Subsidiary” means any Consolidated Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors’ qualifying shares) are at
the time directly or indirectly owned by the Company.



     Section 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from time to time, applied on
a basis consistent (except for changes concurred in by the Company’s independent public
accountants) with the most recent audited consolidated financial statements of the Company and its
Consolidated Subsidiaries delivered to the Lenders; provided that, if the Company notifies the
Administrative Agent that the Company wishes to amend any covenant in Article 5 to eliminate the
effect of any change in generally accepted accounting principles on the operation of such covenant
(or if the Administrative Agent notifies the Company that the Required Lenders wish to amend
Article 5 for such purpose), then the Company’s compliance with such covenant shall be determined
on the basis of generally accepted accounting principles in effect immediately before the relevant
change in generally accepted accounting principles became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required
Lenders.



     Section 1.03. Types of Loans and Borrowings. The term “Borrowing” denotes the aggregation of
Loans of one or more Lenders to be made to a single Borrower pursuant to Article 2 on the same
date, all of which Loans are of the same Type and currency and, in the case of Euro-Currency Loans,
have the same initial Interest Period. Identification of a Borrowing by Type (e.g., a
“Euro-Currency Borrowing”) indicates that such Borrowing is comprised of Loans of such Type.



13









 





ARTICLE 2

The Credits




     Section 2.01. Commitments to Lend.



     (a) Committed Loans. Each Lender severally agrees, on the terms and conditions set forth in
this Agreement, to make loans (which may be denominated in Dollars or an Alternative Currency as
the Borrower elects pursuant to Section 2.02) to the Borrowers pursuant to this Section 2.01(a)
from time to time prior to its Termination Date in amounts such that (i) the Outstanding Amount of
such Lender shall at no time exceed the amount of such Lender’s Commitment and (ii) the Total
Outstanding Amount shall at no time exceed the aggregate amount of the Commitments. Within the
foregoing limits, any Borrower may borrow under this Section, repay or, to the extent permitted by
Section 2.10, prepay Loans and reborrow at any time prior to the Termination Date for any Lender
under this Section 2.01.



     (b) Minimum Borrowings. Each Borrowing under this Section 2.01 shall be in an aggregate
Dollar Amount of not less than $10,000,000 (except that any such Borrowing may be in the aggregate
Dollar Amount of the available Commitments) and shall be made from the several Lenders ratably in
proportion to their respective Commitments.



     (c) Extension of Commitments. (i) Each Lender’s Commitment may be extended, if at the time no
Event of Default has occurred and is continuing, in the manner set forth in this subsection (c), on
a single occasion on any anniversary of the date hereof (the “Extension Date”) for a period of one
year after the date on which the Commitment of such Lender would have been terminated. If the
Company wishes to request an extension of each Lender’s Commitment, it shall give notice to that
effect to the Administrative Agent not less than 45 days and not more than 90 days prior to the
Extension Date then in effect, whereupon the Administrative Agent shall promptly notify each of the
Lenders of such request. Each Lender will use its best efforts to respond to such request, whether
affirmatively or negatively, as it may elect in its discretion, within 30 days of such request to
the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day
period, such Lender shall be deemed to have rejected the Company’s proposal to extend its
Commitment, and only the Commitments of those Lenders which have responded affirmatively shall be
extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement
in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed
by the Company, the Administrative Agent and all of the Lenders which have responded affirmatively.
The Administrative Agent shall provide to the Company, no later than 10 days prior to the
Extension Date for any such request, a list of the Lenders which have responded affirmatively. The
Extension Agreement shall be executed and



14









 







delivered no later than five days prior to the Extension
Date, and no extension of the Commitments pursuant to this subsection (c) shall be legally binding
on any party hereto unless and until such Extension Agreement is so executed and delivered by
Lenders having at least 51% of the aggregate amount of the Commitments.



     (ii) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend
its Commitment (A) this Agreement shall terminate on the Termination Date with respect to such
Lender, (B) the Borrower shall pay to such Lender on the Termination Date any amounts due and
payable to such Lender on such date and (C) the Borrower may, if it so elects, designate a Person
not theretofore a Lender and acceptable to the Administrative Agent to become a Lender, or agree
with an existing Lender that such Lender’s Commitment shall be increased, provided that the
aggregate amount of the Commitments following any designation or agreement may not exceed the
aggregate amount of the Commitments as in effect immediately prior to the relevant request. Upon
execution and delivery by the Borrower and such replacement Lender or other Person of an instrument
of assumption in form and amount satisfactory to the Administrative Agent and execution and
delivery of the Extension Agreement pursuant to subsection (c)(i), such existing Lender shall have
a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as
therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder.



     (iii) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each
extension of the Commitments pursuant to this subsection (c).



     Section 2.02. Notice of Borrowing. The Borrower shall give the Administrative Agent notice
(a “Notice of Borrowing”) (1) at its New York Office not later than 10:30 A.M. (New York City time)
on (y) the date of each Base Rate Borrowing and (z) the third Euro-Dollar Business Day before each
Euro-Dollar Borrowing and (2) at its New York Office and its London Office not later than 10:30
A.M. (London time) on the third Euro-Currency Business Day before each Borrowing of Alternative
Currency Loans, specifying:




     (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of
a Base Rate Borrowing or a Euro-Currency Business Day in the case of a Euro-Currency
Borrowing;




     (ii) the currency and aggregate amount (in such currency) of such Borrowing;




     (iii) in the case of a Borrowing of Dollar-Denominated Loans, whether such Loans are
to be Base Rate Loans or Euro-Dollar Loans; and



15









 






     (iv) in the case of a Euro-Currency Borrowing, the duration of the initial Interest
Period applicable thereto, subject to the provisions of the definition of Interest Period.



     Section 2.03. Notice to Lenders; Funding of Loans.



     (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each
Lender of the contents thereof and of such Lender’s
share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the
Borrower.



     (b) On the date of each Borrowing, each Lender participating therein shall make available its
ratable share of such Borrowing:




     (A) if such Borrowing is to be made in Dollars, not later than 2:00 P.M. (New York
City time), in Federal or other funds immediately available in New York City, to the
Administrative Agent at its New York Office; or




     (B) if such Borrowing is to be made in an Alternative Currency, in such Alternative
Currency (in such funds as may then be customary for the settlement of international
transactions in such Alternative Currency) to the account of the Administrative Agent at
its London Office.


Unless the Administrative Agent determines that any applicable condition specified in Article 3 has
not been satisfied or waived in accordance with Section 11.05, the Administrative Agent will make
the funds so received from the Lenders available to the Borrower as directed by the Borrower.




     (c) Unless the Administrative Agent shall have received at its New York Office notice from a
Lender prior to the date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available to the Administrative Agent on the date of such
Borrowing in accordance with subsection (b) of this Section 2.03 and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower on such date a corresponding
amount. If and to the extent that such Lender shall not have so made such share available to the
Administrative Agent, such Lender and, if such Lender shall not have paid such amount to the
Administrative Agent within two Domestic Business Days of the Administrative Agent’s demand
therefor, the Borrower severally agree to repay to the Administrative Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the Administrative Agent, at



16









 







the Federal Funds Rate (if such Borrowing is in Dollars) or the applicable London Interbank Offered
Rate (if such Borrowing is in an Alternative Currency). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall constitute such
Lender’s Loan included in such Borrowing for purposes of this Agreement.



     (d) The failure of any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of any obligation to make a Loan on such date.



     Section 2.04. Notes.



     (a) Each Lender may, by notice to the Company and the Agent, request (i) that its Loans to any
Borrower be evidenced by a single Note of such Borrower payable to the order of such Lender for the
account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal
amount of such Lender’s Loans to such Borrower or (ii) that its Loans of a particular Type or
currency to any Borrower be evidenced by a separate Note of such Borrower in an amount equal to the
aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form
of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely
Loans of the relevant Type or currency. Each reference in this Agreement to the “Notes” of such
Lender shall be deemed to refer to and include any or all of such Notes, as the context may
require.



     (b) Each Lender shall record the date, amount, Type, currency and maturity of each Loan made
by it and the date and amount of each payment of principal made with respect thereto, and may, if
such Lender so elects in connection with any transfer or enforcement of its Note, endorse on the
schedule forming a part thereof appropriate notations to evidence the foregoing information with
respect to each such Loan then outstanding; provided that the failure of any Lender to make any
such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under
the Notes. Each Lender is hereby irrevocably authorized by the Borrowers so to endorse its Notes
and to attach to and make a part of any Note a continuation of any such schedule as and when
required.



     Section 2.05. Maturity of Loans. Each Loan of each Lender shall mature, and the principal
amount thereof shall be due and payable (together with interest accrued thereon), on the
Termination Date of such Lender.



     Section 2.06. Interest Rates.



     (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for
each day from the date such Loan is made until it becomes



17









 




due, at a rate per annum equal to the Base Rate for each such day. Such interest shall be
payable at maturity, quarterly in arrears on each Quarterly Payment Date prior to maturity and,
with respect to the principal amount of any Base Rate Loan converted to a Euro-Dollar Loan, on the
date such amount is so converted. Any overdue principal of or interest on any Base Rate Loan shall
bear interest, payable on demand, for each day from and including the date payment thereof was due
to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the
rate otherwise applicable to Base Rate Loans for each such day.




     (b) Each Euro-Currency Loan shall bear interest on the outstanding principal amount thereof,
for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum
of the Euro-Currency Margin for
such day plus the applicable London Interbank Offered Rate for such Interest Period. Such
interest shall be payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than three months, at intervals of three months after the first day thereof.



     The “London Interbank Offered Rate” applicable to any Euro-Currency Loan for any Interest
Period means the rate appearing on the Screen at approximately 11:00 A.M. (London time) on the Rate
Fixing Date as the rate for deposits in Dollars or the relevant Alternative Currency with a
maturity comparable to such Interest Period. If no rate appears on the Screen for the necessary
currency and period, then the “London Interbank Offered Rate” with respect to such Euro-Currency
Loan for such Interest Period shall be the rate at which deposits in that currency for value on the
first day of such Interest Period with a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in the London interbank market at
approximately 11:00 A.M. (London time) on the Rate Fixing Date.



     The “Screen” means (i) with respect to Dollar-Denominated Loans, Telerate Page 3750 and (ii)
with respect to Alternative Currency Loans, the Telerate page selected by the Administrative Agent
that displays rates for inter-bank deposits in the appropriate Alternative Currency. The
Administrative Agent may nominate an alternative source of screen rates if these pages are replaced
by others which display rates for interbank deposits offered by leading banks in London.



     “Rate Fixing Date” means the second Euro-Currency Business Day before the first day of such
Interest Period.



     (c) Any overdue principal of or interest on any Euro-Currency Loan shall bear interest,
payable on demand, for each day from and including the date payment thereof was due to but
excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of
(i) the sum of the Euro-Currency Margin for such day plus the London Interbank Offered Rate
applicable to such



18









 




Loan on the day before such payment was due and (ii) the Euro-Currency Margin for such day
plus the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by
dividing (x) the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which one day (or, if such amount due remains unpaid more than three
Euro-Currency Business Days, then for such other period of time not longer than six months as the
Administrative Agent may select) deposits in the relevant currency in an amount approximately equal
to such overdue payment are offered by the principal London office of the Administrative Agent in
the London interbank market for the applicable period determined as provided above by (y) 1.00
minus the Euro-Currency Reserve Percentage.




     (d) The Administrative Agent shall determine each interest rate applicable to the Loans
hereunder. The Administrative Agent shall give prompt
notice to the Borrower and the Lenders of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.



     Section 2.07. Fees. (a) The Company shall pay to the Administrative Agent for the account of
the Lenders ratably a facility fee in Dollars at the Facility Fee Rate (determined daily in
accordance with the Pricing Schedule) on the daily aggregate amount of the Credit Exposures. Such
facility fee shall accrue from and including the Effective Date to but excluding the date on which
the Credit Exposures are reduced to zero.



     (b) The Borrower shall pay to the Administrative Agent (i) for the account of the Lenders
ratably a letter of credit fee in Dollars accruing daily on the aggregate Dollar Amount of all
outstanding Letters of Credit at the Letter of Credit Fee Rate (determined daily in accordance with
the Pricing Schedule) and (ii) for the account of each Issuing Lender a letter of credit fronting
fee accruing daily on the aggregate Dollar Amount of all Letters of Credit issued by such Issuing
Lender at a rate per annum mutually agreed from time to time by the Company and such Issuing
Lender.



     (c) Accrued fees under this Section shall be payable quarterly in arrears on each Quarterly
Date and on the date of termination of the Commitments in their entirety (and, if later, the date
the Credit Exposures are reduced to zero).



     Section 2.08. Optional Termination or Reduction of Commitments. The Company may, upon at
least three Domestic Business Days’ notice to the Administrative Agent at its New York Office, (i)
terminate the Commitments at any time, if no Loans or Letter of Credit Liabilities are outstanding
at such time or (ii) ratably reduce from time to time by an aggregate amount of $10,000,000 or any
larger multiple thereof, the aggregate amount of the Commitments in excess of the Total Outstanding
Amount. Promptly after receiving a notice pursuant to



19









 




this Section, the Administrative Agent shall notify each Lender of the contents thereof.




     Section 2.09. Mandatory Termination of Commitments. The Commitment of each Lender shall
terminate on its Termination Date.



     Section 2.10. Optional Prepayments.



     (a) Subject in the case of Euro-Currency Loans to Section 2.12, the Borrower may upon notice
to the Administrative Agent (i) at its New York Office not later than 10:30 A.M. (New York City
time) on the Domestic Business Day preceding the date of prepayment of any Group of Base Rate Loans
or the third Euro-Dollar Business Day before the date of prepayment of any Group of Euro-Dollar
Loans, prepay any such Group or (ii) at its London Office not later than 11:00 A.M. (London time)
on the third Euro-Currency Business Day before the date of prepayment, prepay any Group of
Alternative Currency Loans, in each case in whole at any time, or from time to time in part in
Dollar Amounts aggregating not less than $10,000,000, by paying the principal amount to be prepaid together
with accrued interest thereon to but not including the date of prepayment. Each such optional
prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such
Group of Loans.



     (b) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent
shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of
such prepayment and once notice is so given to the Lenders, the Borrower’s notice of prepayment
shall not thereafter be revocable by the Borrower.



     Section 2.11. General Provisions as to Payments.



     (a) The Borrowers shall make each payment of principal of, and interest on, the
Dollar-Denominated Loans, of Letter of Credit Liabilities denominated in Dollars and of fees
hereunder not later than 2:00 P.M. (New York City time) on the date when due, in Federal or other
funds immediately available in New York City, without set-off, counterclaim or other deduction, to
the Administrative Agent at its New York Office. The Borrowers shall make each payment of principal
of, and interest on, the Alternative Currency Loans and of Letter of Credit Liabilities denominated
in an Alternative Currency in the relevant Alternative Currency in such funds as may then be
customary for the settlement of international transactions in such Alternative Currency, without
set-off, counterclaim or other deduction, to the Administrative Agent at its London Office. The
Administrative Agent will promptly distribute to each Lender its ratable share of each such payment
received by the Administrative Agent for the respective accounts of the Lenders. Whenever any
payment of principal of, or interest on, the Base Rate Loans or of fees shall be due on a day which
is not a



20









 




Domestic Business Day, the date for payment thereof shall be extended to the next succeeding
Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Currency
Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof
shall be extended to the next succeeding Euro-Currency Business Day unless such Euro-Currency
Business Day falls in another calendar month, in which case the date for payment thereof shall be
the next preceding Euro-Currency Business Day. If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable for such extended
time.




     (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Lenders hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon
such assumption, cause to be distributed to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent that the Borrower shall not have so made such
payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount
distributed to such
Lender together with interest thereon, for each day from the date such amount is distributed
to such Lender until the date such Lender repays such amount to the Administrative Agent, at (i)
the Federal Funds Rate (if such amount was distributed in Dollars) or (ii) the rate per annum at
which one-day deposits in the relevant currency are offered by the principal London office of the
Administrative Agent in the London interbank market for such day (if such amount was distributed in
an Alternative Currency).



     Section 2.12. Funding Losses. If the Borrower makes any payment of principal with respect to
any Euro-Currency Loan or any Euro-Dollar Loan is converted to a Base Rate Loan (pursuant to
Article 2, 6 or 8 or otherwise) on any day other than the last day of an Interest Period applicable
thereto, or the last day of an applicable period fixed pursuant to Section 2.06(c), or if the
Borrower fails to borrow, prepay, convert or continue any Euro-Currency Loans after notice has been
given to any Lender in accordance with Section 2.03(a), 2.10(b), or 2.15, the Borrower shall
reimburse each Lender within 15 days after demand for any resulting loss or expense reasonably
incurred by it (or by an existing or prospective Participant in the related Loan) in obtaining,
liquidating or employing deposits or other funds from third parties, but excluding loss of margin
for the period after any such payment or conversion or failure to borrow, prepay, convert or
continue; provided that such Lender shall have delivered to the Borrower a certificate specifying
in reasonable detail the calculation of, and the reasons for, the amount of such loss or expense,
which certificate shall be conclusive in the absence of manifest error.



21









 





     Section 2.13. Computation of Interest and Fees. Interest on Euro-Currency Loans denominated
in Sterling and interest calculated on the basis of the Prime Rate shall be computed on the basis
of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and fees shall be computed
on the basis of a year of 360 days and paid for the actual number of days elapsed (including the
first day but excluding the last day).



     Section 2.14. Regulation D Compensation. Each Lender may require the Borrower to pay,
contemporaneously with each payment of interest on the Euro-Currency Loans, additional interest on
the related Euro-Currency Loan of such Lender at a rate per annum determined by such Lender up to
but not exceeding the excess of (i) (A) the applicable London Interbank Offered Rate divided by (B)
one minus the Euro-Currency Reserve Percentage over (ii) the applicable London Interbank Offered
Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the
Borrower and the Administrative Agent, in which case such additional interest on the Euro-Currency
Loans of such Lender shall be payable to such Lender at the place indicated in such notice with
respect to each Interest Period commencing at least three Euro-Currency Business Days after the
giving of such notice, and (y) shall notify the Borrower at least five Euro-Currency Business Days
prior to each date on which interest is payable on the Euro-Currency Loans of the amount then due
it under this Section.



     Section 2.15. Method of Electing Interest Rates.



     (a) The Dollar-Denominated Loans included in each Borrowing shall initially be of the Type
specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from
time to time elect to change or continue the Type of each such Group of Loans (subject to
subsection 2.15(d) of this Section and the provisions of Article 8), as follows:




     (i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans
to Euro-Dollar Loans as of any Euro-Dollar Business Day; and




     (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert such
Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar Loans for an
additional Interest Period, subject to Section 2.12 if any such conversion is effective on
any day other than the last day of an Interest Period applicable to such Loans.



     Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”)
to the Administrative Agent at its New York Office not later than 10:30 A.M. (New York City time)
on the third Euro-Dollar Business Day before the conversion or continuation selected in such notice
is to be



22









 




effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion
of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is
allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice
applies, and the remaining portion to which it does not apply, are each at least $10,000,000
(unless such portion is comprised of Base Rate Loans). If no such notice is timely received before
the end of an Interest Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to
have elected that such Group of Loans be converted to Base Rate Loans at the end of such Interest
Period.




     (b) Each Notice of Interest Rate Election shall specify:




     (i) the Group of Loans (or portion thereof) to which such notice applies;




     (ii) the date on which the conversion or continuation selected in such notice is to
be effective, which shall comply with the applicable clause of Section 2.15(a) above;




     (iii) if the Loans comprising such Group are to be converted, the new Type of Loans
and, if the Loans resulting from such conversion are to be Euro-Dollar Loans, the duration
of the next succeeding Interest Period applicable thereto; and




     (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional
Interest Period, the duration of such additional Interest Period.



     Each Interest Period specified in a Notice of Interest Rate Election shall comply with the
provisions of the definition of Interest Period.



     (c) Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to
subsection (a) above, the Administrative Agent shall notify each Lender of the contents thereof and
such notice shall not thereafter be revocable by the Borrower.



     (d) The Borrower shall not be entitled to elect to convert any Loans to, or continue any Loans
for an additional Interest Period as, Euro-Dollar Loans if (i) the aggregate Dollar Amount of any
Group of Euro-Dollar Loans created or continued as a result of such election would be less than
$10,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers
notice of such election to the Administrative Agent.



     (e) The initial Interest Period for each Borrowing of Alternative Currency Loans shall be
specified by the Borrower in the applicable Notice of Borrowing. The Borrower may specify the
duration of each subsequent Interest



23









 




Period applicable to such Group of Loans by delivering to the Administrative Agent at its
London Office not later than 11:00 A.M. (London time) on the third Euro-Currency Business Day
before the end of the immediately preceding Interest Period, a notice specifying the Group of Loans
to which such notice applies and the duration of such subsequent Interest Period (which shall
comply with the provisions of the definition of Interest Period). Such notice may, if it so
specifies, apply to only a portion of the aggregate principal amount of the relevant Group of
Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group
and (ii) the Dollar Amounts of the portion to which such notice applies, and the remaining portion
to which it does not apply, are each at least $10,000,000. If no such notice is timely received by
the Administrative Agent before the end of any applicable Interest Period, the Borrower shall be
deemed to have elected that the subsequent Interest Period for such Group of Loans shall have a
duration of one month (subject to the provisions of the definition of Interest Period).




     Section 2.16. Determining Dollar Amounts; Related Mandatory Prepayments.



     (a) The Administrative Agent shall determine the Dollar Amount of each Alternative Currency
Loan as of the first day of each Interest Period applicable thereto and, in the case of any such
Interest Period of more than three months, at three-month intervals after the first day thereof,
and shall promptly notify the Borrower and the Lenders of each Dollar Amount so determined by it.
Each such determination shall be based on the Spot Rate (i) on the date of the
related Notice of Borrowing for purposes of the initial such determination for any Alternative
Currency Loan and (ii) on the fourth Euro-Currency Business Day prior to the date as of which such
Dollar Amount is to be determined, for purposes of any subsequent determination.



     (b) The Administrative Agent shall determine the Dollar Amount of the Letter of Credit
Liabilities related to each Letter of Credit as of the date of issuance thereof and at three-month
intervals after the date of issuance thereof. Each such determination shall be based on the Spot
Rate (i) on the date of the related Notice of Issuance, in the case of the initial determination in
respect of any Letter of Credit and (ii) on the fourth Euro-Currency Business Day prior to the date
as of which such Dollar Amount is to be determined, in the case of any subsequent determination
with respect to an outstanding Letter of Credit.



     (c) Each determination of a Dollar Amount pursuant to this Section shall be conclusive in the
absence of manifest error. If after giving effect to any such determination of a Dollar Amount,
the Total Outstanding Amount exceeds the aggregate amount of the Commitments, the Borrowers shall
within five Euro-Currency Business Days prepay outstanding Loans (as selected by the Company and
notified to the Lenders through the Administrative Agent not less than three



24









 




Euro-Currency Business Days prior to the date of prepayment) or take other action to the
extent necessary to eliminate any such excess.




     Section 2.17. Additional Reserve Costs.



     (a) If and so long as any Lender is required to make special deposits with the Bank of
England, to maintain reserve asset ratios or to pay fees, in each case in respect of such Lender’s
Euro-Currency Loans in any Alternative Currency, such Lender may require the Borrower to pay,
contemporaneously with each payment of interest on each of such Loans, additional interest on such
Loan at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the
formula and in the manner set forth in Exhibit H hereto.



     (b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash
margin or other requirements of any monetary or other authority (including any such requirement
imposed by the European Central Bank or the European System of Central Banks, but excluding
requirements reflected in an applicable Euro-Currency Reserve Percentage or Mandatory Costs Rate)
in respect of any of such Lender’s Euro-Currency Loans in any Alternative Currency, such Lender may
require the Borrower to pay, contemporaneously with each payment of interest on each of such
Lender’s Euro-Currency Loans subject to such requirements, additional interest on such Loan at a
rate per annum specified by such Lender to be the cost to such Lender of complying with such
requirements in relation to such Loan.



     (c) Any additional interest owed pursuant to subsection (a) or (b) above shall be determined
by the relevant Lender, which determination shall be
conclusive in the absence of manifest error, and notified to the Borrower (with a copy to the
Administrative Agent) at least five Euro-Currency Business Days before each date on which interest
is payable for the relevant Loan, and such additional interest so notified to the Borrower by such
Lender shall be payable to the Administrative Agent for the account of such Lender on each date on
which interest is payable for such Loan.



     Section 2.18. Judgment Currency. If, under any applicable law and whether pursuant to a
judgment being made or registered against any Borrower or for any other reason, any payment under
or in connection with this Agreement is made or satisfied in a currency (the “Other Currency”)
other than that in which the relevant payment is due (the “Required Currency”) then, to the extent
that the payment (when converted into the Required Currency at the rate of exchange on the date of
payment or, if it is not practicable for the party entitled thereto (the “Payee”) to purchase the
Required Currency with the Other Currency on the date of payment, at the rate of exchange as soon
thereafter as it is practicable for it to do so) actually received by the Payee falls short of the
amount due under the terms of this Agreement, such Borrower shall, to the extent permitted by law,
as a



25









 




separate and independent obligation, indemnify and hold harmless the Payee against the amount
of such short-fall. For the purpose of this Section, “rate of exchange” means the rate at which
the Payee is able on the relevant date to purchase the Required Currency with the Other Currency
and shall take into account any premium and other costs of exchange.




     Section 2.19. Letters of Credit. (a) Subject to the terms and conditions hereof, each
Issuing Lender agrees to issue Letters of Credit hereunder denominated in Dollars or in an
Alternative Currency from time to time upon the request of any Borrower; provided that, immediately
after each Letter of Credit is issued (i) the Total Outstanding Amount shall not exceed the
aggregate amount of the Commitments and (ii) the aggregate Dollar Amount of Letter of Credit
Liabilities shall not exceed $200,000,000. Upon the date of issuance by the Issuing Lender of a
Letter of Credit, the Issuing Lender shall be deemed, without further action by any party hereto,
to have sold to each Lender, and each Lender shall be deemed, without further action by any party
hereto, to have purchased from the Issuing Lender, a participation in such Letter of Credit and the
related Letter of Credit Liabilities in the proportion their respective Commitments bear to the
aggregate Commitments.



     (b) The Borrower shall give the Issuing Lender notice at least five Euro-Currency Business
Days prior to the requested issuance of a Letter of Credit specifying the date such Letter of
Credit is to be issued, and describing the terms of such Letter of Credit and the nature of the
transactions to be supported thereby (such notice, including any such notice given in connection
with the extension , renewal or amendment of a Letter of Credit, a “Notice of Issuance”). Upon
receipt of a Notice of Issuance, the Issuing Lender shall promptly notify the Administrative Agent,
and the Administrative Agent shall promptly notify each Lender of the contents thereof and of the
amount of such Lender’s participation in
such Letter of Credit. The issuance by the Issuing Lender of each Letter of Credit shall, in
addition to the conditions precedent set forth in Article 3, be subject to the conditions precedent
that (i) such Letter of Credit shall be in such form and contain such terms as shall be
satisfactory to the Issuing Lender and the Borrower shall have executed and delivered such other
instruments and agreements relating to such Letter of Credit as the Issuing Lender shall have
reasonably requested and (ii) no Stop Issuance Notice shall be in effect. The Borrower shall also
pay to the Issuing Lender for its own account issuance, drawing, amendment and extension charges in
the amounts and at the times as agreed between the Borrower and the Issuing Lender.



     (c) The extension, renewal or amendment of any Letter of Credit shall be deemed to be an
issuance of such Letter of Credit, and if any Letter of Credit contains a provision pursuant to
which it is deemed to be extended unless notice of termination is given by the Issuing Lender, the
Issuing Lender shall timely give such notice of termination unless it has theretofore timely
received a Notice of



26









 




Issuance and the other conditions to issuance of a Letter of Credit have also theretofore been
met with respect to such extension. Each Letter of Credit shall expire at or before the close of
business on the date that is one year after such Letter of Credit is issued (or, in the case of any
renewal or extension thereof, one year after such renewal or extension); provided that (i) a Letter
of Credit may contain a provision pursuant to which it is deemed to be extended on an annual basis
unless notice of termination is given by the Issuing Bank and (ii) in no event will a Letter of
Credit expire (including pursuant to a renewal or extension thereof) on a date later than the LC
Termination Date.




     (d) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under
such Letter of Credit, the Issuing Lender shall notify the Administrative Agent and the
Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to
be paid as a result of such demand or drawing and the payment date. The Borrower shall be
irrevocably and unconditionally obligated forthwith to reimburse the Issuing Lender for any amounts
paid by the Issuing Lender upon any drawing under any Letter of Credit in the currency of such
payment (a “Reimbursement Obligation”) without presentment, demand, protest or other formalities of
any kind. All such amounts paid by the Issuing Lender and remaining unpaid by the Borrower shall
bear interest, payable on demand, for each day from the date of payment under the Letter of Credit
until paid at a rate per annum equal to the sum of 2% plus (i) if such amount is denominated in
Dollars, the Base Rate for such day and (ii) if such amount is denominated in an Alternative
Currency, the sum of the Euro-Currency Margin plus the rate per annum at which one-day deposits in
the relevant currency are offered by the principal London office of the Administrative Agent in the
London interbank market for such day. In addition, each Lender will pay to the Administrative
Agent, for the account of the Issuing Lender, immediately upon the Issuing Lender’s demand at any
time during the period commencing after such drawing until reimbursement therefor in full by the
Borrower, an amount equal to such Lender’s ratable share of such drawing (in proportion to its
participation
therein), together with interest on such amount for each day from the date of the Issuing
Lender’s demand for such payment (or, if such demand is made after 12:00 Noon (New York City time)
on such date, from the next succeeding Domestic Business Day) to the date of payment by such Lender
of such amount at a rate of interest per annum equal to the (i) if such amount is denominated in
Dollars, the Federal Funds Rate and (ii) if such amount is denominated in an Alternative Currency,
the rate per annum at which one-day deposits in the relevant currency are offered by the principal
London office of the Administrative Agent in the London interbank market for such day. The Issuing
Lender will pay to each Lender ratably all amounts received from the Borrower for application in
payment of its reimbursement obligations in respect of any Letter of Credit, but only to the extent
such Lender has made payment to the Issuing Lender in respect of such Letter of Credit pursuant
hereto.



27









 





     (e) The obligations of the Borrower and each Lender under subsection 2.19(d) above shall be
absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the
terms of this Agreement, under all circumstances whatsoever, including without limitation the
following circumstances:




     (i) any lack of validity or enforceability of this Agreement or any Letter of Credit
or any document related hereto or thereto;




     (ii) any amendment or waiver of or any consent to departure from all or any of the
provisions of this Agreement or any Letter of Credit or any document related hereto or
thereto, provided by any party affected thereby;




     (iii) the use which may be made of the Letter of Credit by, or any acts or omission
of, a beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be
acting);




     (iv) the existence of any claim, set-off, defense or other rights that the Borrower
may have at any time against a beneficiary of a Letter of Credit (or any Person for whom
the beneficiary may be acting), the Lenders (including the Issuing Lender) or any other
Person, whether in connection with this Agreement or the Letter of Credit or any document
related hereto or thereto or any unrelated transaction;




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




     (vi) payment under a Letter of Credit to the beneficiary of such Letter of Credit
against presentation to the Issuing Lender of a draft or certificate that does not comply
with the terms of the Letter of Credit;




     (vii) any termination of the Commitments prior to, on or after the Payment Date for
any Letter of Credit, whether at the scheduled termination thereof, by operation of
Article 6 or otherwise; or




     (viii) any other act or omission to act or delay of any kind by any Lender (including
the Issuing Lender), the Administrative Agent or any other Person or any other event or
circumstance whatsoever that might, but for the provisions of this subsection (viii),
constitute a legal or equitable discharge of the Borrower’s or the Lender’s obligations
hereunder.



28









 





     (f) The Borrower hereby indemnifies and holds harmless each Lender (including the Issuing
Lender) and the Administrative Agent from and against any and all claims, damages, losses,
liabilities, costs or expenses which such Lender or the Administrative Agent may incur (including,
without limitation, any claims, damages, losses, liabilities, costs or expenses which the Issuing
Lender may incur by reason of or in connection with the failure of any other Lender to fulfill or
comply with its obligations to such Issuing Lender hereunder (but nothing herein contained shall
affect any rights the Borrower may have against such defaulting Lender)), and none of the Lenders
(including the Issuing Lender) nor the Administrative Agent nor any of their officers or directors
or employees or agents shall be liable or responsible, by reason of or in connection with the
execution and delivery or transfer of or payment or failure to pay under any Letter of Credit,
including without limitation any of the circumstances enumerated in subsection 2.19(e) above, as
well as (i) any error, omission, interruption or delay in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, (ii) any loss or delay in the transmission of any
document required in order to make a drawing under a Letter of Credit, and (iii) any consequences
arising from causes beyond the control of the Issuing Lender, including without limitation any
government acts, or any other circumstances whatsoever in making or failing to make payment under
such Letter of Credit; provided that the Borrower shall not be required to indemnify the Issuing
Lender for any claims, damages, losses, liabilities, costs or expenses, and the Borrower shall have
a claim for direct (but not consequential) damage suffered by it, to the extent found by a court of
competent jurisdiction to have been caused by (x) the willful misconduct or gross negligence of the
Issuing Lender in determining whether a request presented under any Letter of Credit complied with
the terms of such Letter of Credit or (y) the Issuing Lender’s failure to pay under any Letter of
Credit after the presentation to it of a request strictly complying with the terms and conditions
of the Letter of Credit. Nothing in this subsection 2.19(f) is intended to limit the obligations of
the Borrower under any other provision of this Agreement. To the extent the Borrower does not
indemnify the Issuing Lender as required by this subsection, the Lenders agree to do so ratably in
accordance with their Commitments.



     (g) If the Required Lenders reasonably determine at any time that the conditions set forth in
Section 3.02 would not be satisfied in respect of a
Borrowing at such time, then the Required Lenders may request that the Administrative Agent
issue a “Stop Issuance Notice”, and the Administrative Agent shall issue such notice to each
Issuing Lender. Such Stop Issuance Notice shall be withdrawn upon a determination by the Required
Lenders that the circumstances giving rise thereto no longer exist. No Letter of Credit shall be
issued while a Stop Issuance Notice is in effect. The Required Lenders may request issuance of a
Stop Issuance Notice only if there is a reasonable basis therefor, and shall consider reasonably
and in good faith a request from the Company for withdrawal of the same on the basis that the
conditions in Section



29









 




3.02 are satisfied; provided that the Administrative Agent and the Issuing Lenders may and
shall conclusively rely upon any Stop Issuance Notice while it remains in effect.




     Section 2.20. Increased Commitments, Additional Lenders. (a) From time to time the Company
may, upon at least five days’ notice to the Administrative Agent (which shall promptly provide a
copy of such notice to the Lenders), increase the aggregate amount of the Commitments by an amount
not less than $10,000,000 (the amount of any such increase, the “Increased Commitments”).



     (b) To effect such an increase, the Company may designate one or more of the existing Lenders
or other financial institutions acceptable to the Administrative Agent and each Issuing Lender
which at the time agree to (i) in the case of any such Person that is an existing Lender, increase
its Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a
party to this Agreement with a Commitment of not less than $10,000,000.



     (c) Any increase in the Commitments pursuant to this Section 2.20 shall be subject to
satisfaction of the following conditions:




     (i) before and after giving effect to such increase, all representations and
warranties contained in Article 4 shall be true;




     (ii) at the time of such increase, no Default shall have occurred and be continuing
or would result from such increase; and




     (iii) after giving effect to such increase, the aggregate amount of all increases in
Commitments made pursuant to this Section 2.20 shall not exceed $500,000,000.



     (d) An increase in the aggregate amount of the Commitments pursuant to this Section 2.20 shall
become effective upon the receipt by the Administrative Agent of (i) an agreement in form and
substance satisfactory to the Administrative Agent signed by the Company, by each Additional Lender
and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of
such Lenders and setting forth the agreement of each Additional Lender to become a party to this
Agreement and to be bound by all the terms and provisions hereof, (ii) such evidence of appropriate
legal authorization on the part of the
Company with respect to the Increased Commitments and such opinions of counsel for the Company
with respect to the Increased Commitments as the Administrative Agent may reasonably request and
(iii) such evidence of the satisfaction of the conditions set forth in subsection (c) above as the
Administrative Agent may reasonably request.



     (e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section
2.20, (i) the respective Letter of Credit Liabilities of the



30









 




Lenders shall be redetermined as of the effective date of such increase in proportion to their
respective Commitments after giving effect to such increase and (ii) within five Domestic Business
Days, in the case of Base Rate Loans then outstanding, and at the end of the then current Interest
Period with respect thereto, in the case of Euro-Currency Loans then outstanding, the Borrower
shall prepay or repay such Loans in their entirety and, to the extent the Borrower elects to do so
and subject to the conditions specified in Article 3, the Borrower shall reborrow Loans from the
Lenders in proportion to their respective Commitments after giving effect to such increase, until
such time as all outstanding Loans are held by the Lenders in such proportion.




ARTICLE 3

Conditions




     Section 3.01. Effectiveness. This Amended Agreement shall become effective on the date that
each of the following conditions shall have been satisfied (or waived in accordance with Section
11.05):



     (a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties
hereto (or, in the case of any party as to which an executed counterpart shall not have been
received, receipt by the Administrative Agent in form satisfactory to it of telegraphic or other
written confirmation from such party of execution of a counterpart hereof by such party);



     (b) receipt by the Administrative Agent of an opinion of Jerome D. Okarma, general counsel for
the Company, substantially in the form of Exhibit B hereto and covering such additional matters
relating to the transactions contemplated hereby as the Required Lenders may reasonably request;



     (c) receipt by the Administrative Agent of an opinion of Davis Polk & Wardwell, special
counsel for the Administrative Agent, substantially in the form of Exhibit C hereto and covering
such additional matters relating to the transactions contemplated hereby as the Required Lenders
may reasonably request;



     (d) receipt by the Administrative Agent of all documents the Administrative Agent may
reasonably request relating to the existence of the Company, the legal authority for and the
validity of this Amended Agreement and
the Notes, and any other matters relevant hereto, all in form and substance satisfactory to
the Administrative Agent; and



     (e) arrangements satisfactory to the Administrative Agent shall have been made for the payment
of all principal of any loans outstanding under, and all accrued interest and fees under, the
Existing Agreements;



31









 




provided that this Amended Agreement shall not become effective or be binding on any party hereto
unless all of the foregoing conditions are satisfied not later than December 8, 2006. On the
Effective Date, (i) the Existing Agreement shall be automatically amended and restated in its
entirety to read as this Amended Agreement, (ii) each Person listed on the signature pages hereof
which is not a party to the Existing Agreement shall become a Lender party to this Agreement, (iii)
the Commitment of each Lender shall be the amount set forth opposite the name of such Lender in the
Commitment Schedule and (iv) any Lender party to the Existing Agreement but not listed in the
Commitment Schedule (a “Departing Lender”) shall cease to be a Lender party to this Agreement and
all accrued fees and other amounts payable under the Existing Agreement for the account of such
Departing Lender shall be due and payable on the Effective Date; provided that the provisions of
Sections 8.03, 8.04 and 11.03 of the Existing Agreement shall continue to inure to the benefit of
such Departing Lender. If any Letters of Credit are outstanding on the Effective Date, the
participations therein of the Departing Lenders shall terminate and the participations of the
Lenders therein shall be redetermined on the basis of their Commitments under this Amended
Agreement as if issued on the Effective Date. The Administrative Agent shall promptly notify the
Company, each Lender and each other party to the Existing Agreements of the Effective Date, and
such notice shall be conclusive and binding on all parties.




     Section 3.02. Borrowings and Issuances of Letters of Credit. The obligation of any Lender to
make a Loan on the occasion of any Borrowing and the obligation of the Issuing Lender to issue (or
amend, renew or extend the term of) any Letter of Credit is subject to the satisfaction of the
following conditions:



     (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02
or receipt by the Issuing Lender of a Notice of Issuance as required by Section 2.19(b), as the
case may be;



     (b) the fact that, immediately after such Borrowing or issuance of such Letter of Credit (i)
the Total Outstanding Amount will not exceed the aggregate amount of the Commitments and (ii) the
aggregate Dollar Amount of all Letter of Credit Liabilities will not exceed $200,000,000;



     (c) the fact that, immediately before and after such Borrowing or issuance of such Letter of
Credit, no Default shall have occurred and be continuing; and



     (d) the fact that the representations and warranties of the Company and, if other than the
Company, the Borrower contained in this Agreement (except the representations and warranties set
forth in Sections 4.04(c), 4.05 and 4.07, in each case as to any matter which has theretofore been
disclosed in writing by the



32









 




Company to the Lenders) shall be true on and as of the date of such Borrowing or issuance.



Each Borrowing and issuance of a Letter of Credit hereunder shall be deemed to be a representation
and warranty by the Borrower (and by the Company if it is not the Borrower) on the date of such
Borrowing as to the facts specified in clauses 3.02(b), 3.02(c) and 3.02(d).




     Section 3.03. First Borrowing by Each Eligible Subsidiary.



     (a) The obligation of each Lender to make a Loan, and the obligation of an Issuing Lender to
issue a Letter of Credit, on the occasion of the first Borrowing by or issuance of a Letter of
Credit for the account of each Eligible Subsidiary is subject to the receipt by the Administrative
Agent of the following documents:




     (i) an opinion of counsel for such Eligible Subsidiary acceptable to the
Administrative Agent, which may be in-house counsel unless the Administrative Agent
otherwise reasonably determines, substantially in the form of Exhibit F hereto and
covering such additional matters relating to the transactions contemplated hereby as the
Required Lenders may reasonably request; and




     (ii) all documents which it may reasonably request relating to the existence of such
Eligible Subsidiary, the legal authority for and the validity of the Election to
Participate of such Eligible Subsidiary, this Agreement and the Notes of such Eligible
Subsidiary, and any other matters relevant thereto, all in form and substance satisfactory
to the Administrative Agent.



     (b) Following the giving of any Election to Participate, if the designation of such Eligible
Subsidiary obligates the Administrative Agent or any Lender to comply with “know your customer” or
similar identification procedures in circumstances where the necessary information is not already
available to it, the Company shall, promptly upon the request of the Administrative Agent or any
Lender, supply such documentation and other evidence as is reasonably requested by the
Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry
out and be satisfied it has complied with all necessary “know your customer’ or other similar
checks under all applicable laws and regulations.




33












 





ARTICLE 4

Representations and Warranties of the Company




     The Company represents and warrants that:



     Section 4.01. Legal Existence and Power. The Company is an entity duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization, and has all
corporate powers and all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.



     Section 4.02. Legal and Governmental Authorization; No Contravention. The execution,
delivery and performance by the Company of this Agreement and its Notes are within the Company’s
legal powers, have been duly authorized by all necessary legal action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of the organizational
documents or by-laws of the Company or of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Company or result in the creation or imposition of any Lien on
any asset of the Company or any of its Consolidated Subsidiaries.



     Section 4.03. Binding Effect. This Agreement constitutes a valid and binding agreement of
the Company, and its Notes, if and when executed and delivered in accordance with this Agreement,
will constitute valid and binding obligations of the Company.



     Section 4.04. Financial Information.



     (a) The consolidated statement of financial position of the Company and its Consolidated
Subsidiaries as of September 30, 2005 and the related consolidated statements of income, cash flows
and shareholders’ equity for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP
and set forth in the Company’s 2005 Form 10-K, a copy of which has been delivered to each of the
Lenders, fairly present, in conformity with generally accepted accounting principles, the
consolidated financial position of the Company and its Consolidated Subsidiaries as of such date
and their consolidated results of operations and cash flows for such fiscal year.



     (b) The unaudited consolidated statement of financial position of the Company and its
Consolidated Subsidiaries as of June 30, 2006 and the related unaudited consolidated statements of
income, cash flows and shareholders’ equity for the nine months then ended, set forth in the
Company’s quarterly report for the fiscal quarter ended June 30, 2006 as filed with the Securities
and Exchange Commission on Form 10-Q, a copy of which has been delivered to each of the



34









 





Lenders, fairly present, in conformity with generally accepted accounting principles applied on a basis
consistent with the financial statements referred to in subsection (a) of this Section 4.04, the
consolidated financial position of the Company and its Consolidated Subsidiaries as of such date
and their consolidated results of operations and cash flows for such nine month period (subject to
normal year-end adjustments).




     (c) Since September 30, 2005 there has been no material adverse change in the business,
financial position, results of operations or prospects of the Company and its Consolidated
Subsidiaries, considered as a whole.



     Section 4.05. Litigation. Except as set forth in the Company’s reports on Form 8-K, Form
10-K and Form 10-Q filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, copies of which have been provided to the Lenders, there is no action, suit
or proceeding pending against, or to the knowledge of the Company threatened against or affecting,
the Company or any of its Consolidated Subsidiaries before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business, consolidated financial position or
consolidated results of operations of the Company and its Consolidated Subsidiaries, considered as
a whole, or which in any manner draws into question the validity of this Agreement or the Notes.



     Section 4.06. Compliance with ERISA. Each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect
to each Plan and is in compliance in all material respects with the presently applicable provisions
of ERISA and the Internal Revenue Code with respect to each Plan. No member of the ERISA Group has
(i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code
in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or
Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting
of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any
liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section
4007 of ERISA.



     Section 4.07. Environmental Matters. In the course of its business, the Company reviews the
effect of Environmental Laws on the business, operations and properties of the Company and its
Subsidiaries, in the course of which it attempts to identify and evaluate associated liabilities
and costs (“Environmental Liabilities”) (including, without limitation, any capital or operating
expenditures required for clean-up or closure of properties presently owned, any capital or
operating expenditures required to achieve or maintain compliance with environmental protection
standards imposed by law or as a condition of any



35









 





license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility
or reduction in the level of or change in the nature of operations conducted thereat and any actual
or potential liabilities to third parties, including employees, and any related costs and
expenses). Except as set forth in Schedule I hereto, on the basis of this review, the Company has
reasonably concluded that its Environmental Liabilities are unlikely to have a material adverse
effect on the business, financial condition, results of operations or prospects of the Company and
its Consolidated Subsidiaries, considered as a whole.




     Section 4.08. Taxes. United States Federal income tax returns of the Company and its
Consolidated Subsidiaries have been examined and closed through the fiscal year ended September 30,
2001. The Company and its Consolidated Subsidiaries have filed all United States Federal income
tax returns and all other material tax returns which are required to be filed by them and have paid
all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any
Consolidated Subsidiary. The charges, accruals and reserves on the books of the Company and its
Consolidated Subsidiaries in respect of taxes or other governmental charges are, in the opinion of
the Company, adequate.



     Section 4.09. Subsidiaries. Each of the Company’s Consolidated Subsidiaries is duly
organized, validly existing and in good standing under the laws of its jurisdiction of
organization, and has all legal powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted, except those instances
where failure to hold such powers, licenses, authorizations, consents or approvals would not be
expected to have a material adverse effect on the Company.



     Section 4.10. Not an Investment Company. The Company is not an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.



     Section 4.11. Full Disclosure. All information heretofore furnished in writing by the
Company to the Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information hereafter furnished
in writing by the Company to the Administrative Agent or any Lender will be, true and accurate in
all material respects on the date as of which such information is stated or certified. The Company
has disclosed to the Lenders in writing any and all facts which materially and adversely affect the
business, operations or financial condition of the Company and its Consolidated Subsidiaries, taken
as a whole, or the ability of the Company to perform its obligations under this Agreement.



36









 





ARTICLE 5

Covenants




     The Company agrees that, so long as any Lender has any Commitment hereunder or any principal,
interest or fees payable hereunder remain unpaid:



     Section 5.01. Information. The Company will deliver to each of the Lenders:



     (a) as soon as available and in any event within 95 days after the end of each fiscal year of
the Company, a consolidated statement of financial position of the Company and its Consolidated
Subsidiaries as of the end of such fiscal year and the related consolidated statements of income,
cash flow and shareholders’ or members’ equity for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all set forth in accordance with
generally accepted accounting principles and reported on in a manner acceptable to the Securities
and Exchange Commission by PricewaterhouseCoopers LLP or other independent public accountants of
nationally recognized standing;



     (b) as soon as available and in any event within 50 days after the end of each of the first
three quarters of each fiscal year of the Company, a consolidated statement of financial position
of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related
consolidated statements of income, cash flow and shareholders’ or members’ equity for such quarter
and for the portion of the Company’s fiscal year ended at the end of such quarter, setting forth in
each case in comparative form the figures for the corresponding quarter and the corresponding
portion of the Company’s previous fiscal year, all certified (subject to normal year-end
adjustments) as to fairness of presentation, generally accepted accounting principles and
consistency by the chief financial officer or the chief accounting officer of the Company;



     (c) simultaneously with the delivery of each set of financial statements referred to in
clauses (a) and (b) above, a certificate of the chief financial officer or the chief accounting
officer of the Company (i) stating whether any Default exists on the date of such certificate and,
if any Default then exists, setting forth the details thereof and the action which the Company is
taking or proposes to take with respect thereto and (ii) setting forth in reasonable detail the
calculations required to establish whether the Company was in compliance with the requirements of
Sections 5.07 to 5.08, inclusive, on the date of such financial statements;



     (d) as soon as practicable under the circumstances, after any officer of the Company obtains
knowledge of any Default, if such Default is then continuing, a certificate of the chief financial
officer or the chief accounting



37









 





officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto;




     (e) promptly upon the mailing thereof to the shareholders of the Company generally, copies of
all financial statements, reports and proxy statements so mailed;



     (f) promptly upon the filing thereof, copies of all registration statements (other than the
exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on
Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company shall have filed with the
Securities and Exchange Commission;



     (g) if and when any member of the ERISA Group (i) gives or is required to give notice to the
PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which
might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the
plan administrator of any Plan has given or is required to give notice of any such reportable
event, a copy of the notice of such reportable event given or required to be given to the PBGC;
(ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice
that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of
such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate,
impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a
trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum
funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v)
gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice
and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant
to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution
to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment
to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien
or the posting of a bond or other security, a certificate of the chief financial officer or the
chief accounting officer of the Company setting forth details as to such occurrence and action, if
any, which the Company or applicable member of the ERISA Group is required or proposes to take; and



     (h) from time to time such additional information regarding the financial position or business
of the Company and its Consolidated Subsidiaries as the Administrative Agent, at the request of any
Lender, may reasonably request.



     Information required to be delivered pursuant to subsections (a), (b), (e) or (f) above shall
be deemed to have been delivered on the date on which the Company provides notice to the Lenders
that such information has been posted on



38









 





the Company’s website on the Internet at the website address www.jci.com, at sec.gov/edaux/searches.htm or at another website identified in such notice
and accessible by the Lenders without charge; provided that (i) such notice may be included in a
certificate delivered pursuant to subsection 5.01(c) and (ii) the Company shall deliver paper copies of the information referred to in subsections (a), (b), (e) or (f) to any Lender
which requests such delivery.




     Section 5.02. Payment of Obligations. Each Borrower will pay and discharge, and will cause
each of its Consolidated Subsidiaries to pay and discharge, at or before maturity, all their
respective material obligations and liabilities including, without limitation, tax liabilities,
except where the same may be contested in good faith by appropriate proceedings, and will maintain,
and will cause each of its Consolidated Subsidiaries to maintain, in accordance with generally
accepted accounting principles, appropriate reserves for the accrual of any of the same.



     Section 5.03. Maintenance of Property; Insurance.



     (a) Each Borrower will, to the best of its ability, keep, and will cause each of its
Consolidated Subsidiaries to keep, all material property useful and necessary in its business in
good working order and condition, ordinary wear and tear excepted.



     (b) Each Borrower will, and will cause each of its Consolidated Subsidiaries to, maintain
(either in the name of such Borrower or in such Consolidated Subsidiary’s own name) with
financially sound and responsible insurance companies, insurance on all their respective properties
in at least such amounts, and with such reasonable amounts of self-insurance, and against at least
such risks (and with such risk retention) as are usually insured against in the same general area
by companies of established repute engaged in the same or a similar business; and will furnish to
the Lenders, upon request from the Administrative Agent, information presented in reasonable detail
as to the insurance so carried.



     Section 5.04. Conduct of Business and Maintenance of Existence. Each Borrower will preserve,
renew and keep in full force and effect, and will cause each of its Consolidated Subsidiaries to
preserve, renew and keep in full force and effect their respective legal existence and their
respective rights, privileges and franchises necessary or desirable in the normal conduct of
business; provided that nothing in this Section 5.04 shall prohibit (i) the merger of a
Consolidated Subsidiary into the Company or the merger or consolidation of a Consolidated
Subsidiary with or into another Person if the entity surviving such consolidation or merger is a
Consolidated Subsidiary and if, in each case, after giving effect thereto, no Default shall have
occurred and be continuing or (ii) the termination of the legal existence of any Consolidated
Subsidiary if the Company in good faith



39









 





determines that such termination (x) is in the best
interest of the Company and (y) is not materially disadvantageous to the Lenders.




     Section 5.05. Compliance with Laws. Each Borrower will comply, and cause each of its
Consolidated Subsidiaries to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental
authorities (including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except where the necessity of compliance therewith is contested in good
faith by appropriate proceedings.



     Section 5.06. Inspection of Property, Books and Records. Each Borrower will keep, and will
cause each of its Consolidated Subsidiaries to keep, proper books of record and account in which
full, true and correct entries shall be made of all dealings and transactions in relation to its
business and activities; and will permit, and will cause each of its Consolidated Subsidiaries to
permit, representatives of any Lender at such Lender’s expense to visit and inspect any of their
respective properties, to examine any of their respective books and records and to discuss their
respective affairs, finances and accounts with their respective officers and independent public
accountants in the presence of such officers, all at such reasonable times and as often as may
reasonably be desired.



     Section 5.07. Minimum Consolidated Stockholder’s Equity. Consolidated Stockholders’ Equity
will at no time be less than $1,310,000,000.



     Section 5.08. Negative Pledge. Neither the Company nor any Consolidated Subsidiary will
create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it,
except:



     (a) Liens existing on the date of this Amended Agreement securing Debt outstanding on the date
of this Amended Agreement in an aggregate principal amount not exceeding $100,000,000;



     (b) any Lien existing on any asset of any entity at the time such entity becomes a
Consolidated Subsidiary and not created in contemplation of such event;



     (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing an
amount not to exceed all or any part of the cost of acquiring such asset, provided that such Lien
attaches to such asset concurrently with or within 90 days after the acquisition thereof;



     (d) any Lien on any asset of any entity existing at the time such entity is merged or
consolidated with or into the Company or a Consolidated Subsidiary and not created in contemplation
of such event;



40









 





     (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a
Consolidated Subsidiary and not created in contemplation of such acquisition;



     (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt
secured by any Lien permitted by any of the foregoing clauses of this Section 5.08, provided that such Debt is not increased and is not secured by
any additional assets;



     (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or any
obligations of the type referred to in the proviso to the definition of Debt, (ii) do not secure
any obligation in an amount exceeding $75,000,000 and (iii) do not in the aggregate materially
detract from the value of its assets or materially impair the use thereof in the operation of its
business; and



     (h) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt
in an aggregate principal amount at any time outstanding not to exceed 10% of Consolidated
Stockholders’ Equity.



     Section 5.09. Consolidation, Mergers and Sales of Assets. Neither the Company nor any
Consolidated Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell,
lease or otherwise transfer, directly or indirectly, all or any substantial part of the assets of
the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that
(A) the Company and any Consolidated Subsidiary may merge with another Person (other than a merger
of a Consolidated Subsidiary with the Company) if the Company or such Consolidated Subsidiary is
the entity surviving such merger and if, immediately after giving effect to such merger, no Default
shall have occurred and be continuing, (B) the Company and any Consolidated Subsidiary may merge
with each other if immediately after giving effect to such merger, no Default shall have occurred
and be continuing; provided that, if the Company is not the Person surviving such merger, such
Person (1) is a entity organized under the laws of any State of the United States of America and
(2) shall have assumed all obligations of the Company under this Agreement and any Note pursuant to
an instrument satisfactory in form and substance to the Administrative Agent, (C) any Consolidated
Subsidiary may merge with or into any other Consolidated Subsidiary, so long as a Consolidated
Subsidiary is the Person surviving such merger and (D) the Company may consummate a Holding Company
Reorganization so long as after giving effect thereto, (w) no Default shall have occurred and be
continuing, (x) the Holding Company shall have assumed, pursuant to an instrument in form and
substance reasonably satisfactory to the Administrative Agent, the obligations of the Company under
this Agreement and its Notes, (y) the Administrative Agent shall have received an opinion of
counsel with respect to the Holding Company substantially to the effect of Exhibit B hereto and
such other evidence of compliance herewith as the Administrative



41









 





Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, and (z) the senior
unsecured long-term debt ratings assigned by S&P, Moody’s and Fitch, respectively, to the Holding
Company are no lower than those assigned to the Company immediately prior to the Holding Company
Reorganization.




     Section 5.10. Use of Proceeds. The proceeds of the Loans made under this Agreement will be
used by the Borrowers for general business purposes. None of such proceeds will be used, directly
or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying
any “margin stock” within the meaning of Regulation U.



ARTICLE 6

Defaults




     Section 6.01. Events of Default. If one or more of the following events (“Events of
Default”) shall have occurred and be continuing:



     (a) any principal of any Loan or any Reimbursement Obligation shall not be paid when due, or
any interest, any fees or any other amount payable hereunder, shall not be paid within five days of
the due date therefor;



     (b) the Company shall fail to observe or perform any covenant contained in Sections 5.07 to
5.10, inclusive;



     (c) any Borrower shall fail to observe or perform any covenant or agreement contained in this
Agreement (other than those covered by clause (a) or (b) above) for 30 days after written notice
thereof has been given to the Company by the Administrative Agent at the request of any Lender;



     (d) the guaranty provided by the Company under Section 10.01 of this Agreement shall cease to
be in full force and effect;



     (e) any representation, warranty, certification or statement made by any Borrower in this
Agreement or in any certificate, financial statement or other document delivered pursuant to this
Agreement shall prove to have been incorrect in any material respect when made (or deemed made);



     (f) the Company or any Consolidated Subsidiary shall fail to make any payment in respect of
any Material Debt when due or within any applicable grace period;



     (g) any event or condition shall occur which results in the acceleration of the maturity of
any Material Debt or enables (or, with the giving of notice or



42









 





lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity
thereof;




     (h) the Company or any Consolidated Subsidiary shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other proceeding commenced against
it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay
its debts as they become due, or shall take any legal action to authorize any of the foregoing;



     (i) an involuntary case or other proceeding shall be commenced against the Company or any
Consolidated Subsidiary seeking liquidation, reorganization or other relief with respect to it or
its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of
it or any substantial part of its property, and such involuntary case or other proceeding shall
remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered
against the Company or any Consolidated Subsidiary under the federal bankruptcy laws as now or
hereafter in effect;



     (j) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating
in excess of $75,000,000 which it shall have become liable to pay under Title IV of ERISA; or
notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member
of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for
premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to
administer any Material Plan; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5)
of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of
the ERISA Group to incur a current payment obligation in excess of $75,000,000;



     (k) a judgment or order for the payment of money in excess of $100,000,000 shall be rendered
against the Company or any Consolidated Subsidiary and such judgment or order shall continue
unsatisfied and unstayed for the shorter of (x) a period of 30 days and (y) the period during which
a request or proceeding for stay of enforcement of such judgment or order is permitted under the
rules of the relevant jurisdiction; or



43









 





     (l) (i) any person or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) of 20% or more of the outstanding shares of
common stock of the Company; or, (ii) during any period of 18 consecutive calendar months,
individuals who were directors of the Company on the first day of such period shall cease to
constitute a majority of the board of directors of the Company; provided that if a Holding Company
Reorganization is consummated in compliance with Section 5.09, (x) neither the Holding Company
Reorganization nor any of the transactions giving rise to the Holding Company Reorganization shall
give rise to a Default pursuant to clause (i), and (y) clause (ii) shall apply as if the Company
prior thereto and the Company subsequent thereto were the same Person;



then, and in every such event, the Administrative Agent shall (i) if requested by Lenders having
more than 50% in aggregate amount of the Commitments, by notice to the Company terminate the
Commitments and they shall thereupon terminate, and (ii) if requested by Lenders holding more than
50% in aggregate principal amount of the Loans, by notice to the Company declare the Loans
(together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower; provided that in the case of any of the Events of Default specified
in clause 6.01(h) or 6.01(i) above with respect to any Borrower, without any notice to any Borrower
or any other act by the Administrative Agent or the Lenders, the Commitments shall thereupon
terminate and the Loans (together with accrued interest thereon) shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by each Borrower.




     Section 6.02. Notice of Default. The Administrative Agent shall give notice to the Company
under Section 6.01(c) promptly upon being requested to do so by any Lender and shall thereupon
notify all the Lenders thereof.



     Section 6.03. Cash Cover. Each Borrower agrees, in addition to the provisions in Section
6.01, that upon the occurrence and during the continuance of any Event of Default, it shall, if
requested by the Administrative Agent upon the instruction of the Required Lenders or any Issuing
Lender having an outstanding Letter of Credit, Cash Collateralize all Letters of Credit outstanding
at such time (or, in the cast of a request by an Issuing Bank, all such Letters of Credit issued by
it), provided that, upon the occurrence of any Event of Default specified in clause (h) or (i)
above with respect to any Borrower, the Borrowers shall Cash Collateralize all outstanding Letters
of Credit forthwith without any notice or demand or any other act by the Administrative Agent, any
Issuing Lender or any Lender.




44












 





ARTICLE 7

The Administrative Agent




     Section 7.01. Appointment and Authorization. Each Lender irrevocably appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement and the Notes as are delegated to the Administrative Agent by the terms
hereof or thereof, together with all such powers as are reasonably incidental thereto.



     Section 7.02. Administrative Agent and Affiliates. JPMorgan Chase Bank, N.A. shall have the
same rights and powers under this Agreement as any other Lender and may exercise or refrain from
exercising the same as though it were not the Administrative Agent, and JPMorgan Chase Bank, N.A.
and its affiliates may accept deposits from, lend money to, and generally engage in any kind of
business with any Borrower or any Consolidated Subsidiary or affiliate of any Borrower as if it
were not the Administrative Agent.



     Section 7.03. Action by Administrative Agent. The obligations of the Administrative Agent
hereunder are only those expressly set forth herein. Without limiting the generality of the
foregoing, the Administrative Agent shall not be required to take any action with respect to any
Default, except as expressly provided in Article 6.



     Section 7.04. Consultation with Experts. The Administrative Agent shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with the advice of legal
counsel (who may be counsel for any Borrower), independent public accountants and other experts
selected by it.



     Section 7.05. Liability of Administrative Agent. Neither the Administrative Agent nor any
of its affiliates nor any of their respective directors, officers, agents or employees shall be
liable for any action taken or not taken by it in connection herewith (i) with the consent or at
the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful
misconduct. Neither the Administrative Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in connection with this
Agreement or any Borrowing or issuance of a Letter of Credit hereunder; (ii) the performance or
observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any
condition specified in Article 3 except receipt of items required to be delivered to the
Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the
Notes, the Letters of Credit or any other instrument or writing furnished in connection herewith.
The Administrative Agent shall not incur any liability by acting in reliance upon any notice,
consent, certificate, statement, or



45









 





other writing (which may be a bank wire or similar writing) believed by it to be genuine or to
be signed by the proper party or parties.




     Section 7.06. Indemnification. Each Lender shall, ratably in accordance with its
Commitment, indemnify the Administrative Agent and each Issuing Lender, their affiliates and their
respective directors, officers, agents and employees (to the extent not reimbursed by the
Borrowers) against any cost, expense (including counsel fees and disbursements), claim, demand,
action, loss or liability (except such as result from such indemnitees’ gross negligence or willful
misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any
Letter of Credit or any action taken or omitted by such indemnitees hereunder or thereunder.



     Section 7.07. Credit Decision. Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon 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 any action under this Agreement.



     Section 7.08. Successor Administrative Agent. The Administrative Agent may resign at any
time by giving written notice thereof to the Lenders and the Company. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have
accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of
resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, which shall be a commercial bank organized or licensed under the
laws of the United States of America or of any State thereof and having a combined capital and
surplus of at least $50,000,000. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent.



     Section 7.09. Administrative Agent’s Fee. The Company shall pay to the Administrative Agent
for its own account fees in the amounts and at the times previously agreed upon between the
Borrower and the Administrative Agent.



46









 





     Section 7.10. Co-Syndication Agents. Nothing in this Agreement shall impose any duty or
liability whatsoever on any of the Co-Syndication Agents in such capacity.



ARTICLE 8

Change in Circumstances




     Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to
the first day of any Interest Period for any Euro-Currency Loan:



     (a) the Administrative Agent determines that adequate and fair means do not exist for
determining the applicable London Interbank Offered Rate for such Interest Period, or



     (b) Lenders having 50% or more of the aggregate amount of the Commitments advise the
Administrative Agent that the London Interbank Offered Rate as determined by the Administrative
Agent will not adequately and fairly reflect the cost to such Lenders of funding their
Euro-Currency Loans for such Interest Period,



the Administrative Agent shall forthwith give notice thereof to the Company and the Lenders,
whereupon, until the Administrative Agent notifies the Company that the circumstances giving rise
to such suspension no longer exist, (i) the obligations of the Lenders to make Euro-Currency Loans
in the relevant currency, or to continue or convert outstanding Loans as or into Euro-Currency
Loans in the relevant currency, shall be suspended and (ii) each outstanding Euro-Currency Loan in
the relevant currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into a
Base Rate Loan) on the last day of the then current Interest Period applicable thereto. Unless the
Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of
any Euro-Currency Borrowing for which a Notice of Borrowing has previously been given that it
elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing in
an equal Dollar Amount.




     Section 8.02. Illegality. If, on or after the date of this Amended Agreement, the adoption
of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation,
or any change in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Euro-Dollar Lending Office) with any request or directive (whether
or not having the force of law) of any such authority, central bank or comparable agency shall make
it unlawful or impossible for any Lender (or its Euro-Dollar Lending Office) to make, maintain or
fund its Euro-Currency Loans to any Borrower in any currency and such Lender shall so notify the



47









 





Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the
other Lenders and the Company, whereupon until such Lender notifies the Company and the
Administrative Agent that the circumstances giving rise to such suspension no longer exist, the
obligation of such Lender to make Euro-Currency Loans to such Borrower in such currency shall be
suspended. Before giving any notice to the Administrative Agent pursuant to this Section 8.02,
such Lender shall designate a different Euro-Currency Lending Office if such designation will avoid
the need for giving such notice and will not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender. If such notice is given, each affected Euro-Currency Loan of such
Lender then outstanding shall be converted to a Base Rate Loan (in the case of an Alternative
Currency Loan, in a principal amount determined on the basis of the Spot Rate on the date of
conversion) either (a) on the last day of the then current Interest Period applicable to such
Euro-Currency Loan if such Lender may lawfully continue to maintain and fund such Loan as a
Euro-Currency Loan to such day or (b) immediately if such Lender shall determine that it may not
lawfully continue to maintain and fund such Loan as a Euro-Currency Loan to such day.




     Section 8.03. Increased Cost and Reduced Return.



     (a) If on or after the date of this Amended Agreement, the adoption of any applicable law,
rule or regulation, or any change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender (or
its Applicable Lending Office) with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency, shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any
such requirement with respect to which such Lender is entitled to compensation during the relevant
Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by, such Lender (or its
Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on
the London interbank market any other condition affecting its Euro-Currency Loans, its Note(s) or
its obligation to make Euro-Currency Loans or its obligations hereunder in respect of Letters of
Credit and the result of any of the foregoing is to increase the cost to such Lender (or its
Applicable Lending Office) of making or maintaining any Euro-Currency Loan or of issuing or
participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Agreement or under its Note(s) with
respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after
demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such
Lender such additional



48









 





amount or amounts as will compensate such Lender for such increased cost or reduction.




     (b) If any Lender shall have determined that, after the date of this Agreement, the adoption
of any applicable law, rule or regulation regarding capital adequacy, or any change in any such
law, rule or regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a
consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its
Parent) could have achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as
will compensate such Lender (or its Parent) for such reduction.



     (c) Each Lender will promptly notify the Company and the Administrative Agent of any event of
which it has knowledge, occurring after the date hereof, which will entitle such Lender to
compensation pursuant to this Section 8.03 and will designate a different Applicable Lending Office
if such designation will avoid the need for, or reduce the amount of, such compensation and will
not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of
any Lender claiming compensation under this Section 8.03 and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and attribution methods.



     Section 8.04. Taxes.



     (a) Any and all payments by any Borrower to or for the account of any Lender or the
Administrative Agent hereunder or under any Note shall be made free and clear of and without
deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and
the Administrative Agent, taxes imposed on or measured by its income, and franchise taxes imposed
on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the
case may be) is organized or any political subdivision thereof and, in the case of each Lender,
taxes imposed on or measured by its income, and franchise or similar taxes imposed on it, by the
jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all



49









 





such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as its “Taxes”, and all such excluded taxes being
hereinafter referred to as its “Domestic Taxes”). If a Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the
Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this Section
8.04) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law and (iv) such Borrower shall furnish
to the Administrative Agent, at its address referred to in Section 11.01, the original or a
certified copy of a receipt evidencing payment thereof.




     (b) In addition, the Company agrees to pay any present or future stamp or documentary taxes
and any other excise or property taxes, or charges or similar levies which arise from any payment
made hereunder or under any Note or from the execution or delivery of, or otherwise with respect
to, this Agreement or any Note (hereinafter referred to as “Other Taxes”).



     (c) The Company agrees to indemnify each Lender and the Administrative Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this Section 8.04) paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. In addition, the Company agrees to indemnify
the Administrative Agent and each Lender for all Domestic Taxes and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto, in each case to the
extent that such Domestic Taxes result from any payment or indemnification pursuant to this Section
for (i) Taxes or Other Taxes imposed by any jurisdiction other than the United States or (ii)
Domestic Taxes of the Administrative Agent or such Lender, as the case may be. This
indemnification shall be made within 15 days from the date such Lender or the Administrative Agent
(as the case may be) makes demand therefor.



     (d) At the times indicated herein, each Lender organized under the laws of a jurisdiction
outside the United States shall provide the Company with Internal Revenue Service form W-8BEN or
W-8ECI (in each case accompanied by any statements which may be required under applicable Treasury
regulations), as appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Lender is entitled to receive payments under this Agreement (i) without
deduction or withholding of any United States federal income taxes or (ii) subject to a reduced
rate of United States federal withholding tax, unless, in



50









 





each case of clause (i) and (ii) of this Section 8.04(d), an event (including, without
limitation, any change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders such forms inapplicable or which would
prevent the Lender from duly completing and delivering any such form with respect to it and the
Lender advises the Company and the Administrative Agent that it is not capable of receiving
payments without any deduction or withholding of such taxes. Such forms shall be provided (x) on or
prior to the date of the Lender’s execution and delivery of this Agreement in the case of each
Lender listed on the signature pages hereof, and on or prior to the date on which it becomes a
Lender in the case of each other Lender, and (y) on or before the date that such form expires or
becomes obsolete or after the occurrence of any event requiring a change in the most recent form so
delivered by the Lender. If the form provided by a Lender at the time such Lender first becomes a
party to this Agreement indicates a United States interest withholding tax rate in excess of zero,
United States withholding tax at such rate shall be considered excluded from “Taxes” as defined in
Section 8.04(a). In addition, to the extent that for reasons other than a change of treaty, law or
regulation any Lender becomes subject to an increased rate of United States interest withholding
tax while it is a party to this Agreement, United States withholding tax at such increased rate
shall be considered excluded from “Taxes” as defined in Section 8.04(a).




     (e) For any period with respect to which a Lender has failed to provide the Company with the
appropriate form in accordance with Section 8.04(d) (unless such failure is excused by the terms of
Section 8.04(d)), such Lender shall not be entitled to indemnification under Section 8.04(a) or
8.04(c) with respect to Taxes imposed by the United States; provided, however, that should a
Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, become
subject to Taxes because of its failure to deliver a form required hereunder, the Company shall
take such steps as such Lender shall reasonably request to assist such Lender to recover such
Taxes.



     (f) If the Company is required to pay additional amounts to or for the account of any Lender
pursuant to this Section 8.04, then such Lender will change the jurisdiction of its Applicable
Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue
if such change, in the judgment of such Lender in the good faith exercise of its discretion, is not
otherwise disadvantageous to such Lender.



     Section 8.05. Base Rate Loans Substituted for Affected Euro-Currency Loans. If (i) the
obligation of any Lender to make, or to continue or convert outstanding Loans as or to,
Euro-Currency Loans to any Borrower in any currency has been suspended pursuant to Section 8.02 or
(ii) any Lender has demanded compensation under Section 8.03 or 8.04 with respect to its
Euro-Currency Loans in any currency and the Company shall, by at least five



51









 





Euro-Dollar Business Days’ prior notice to such Lender through the Administrative Agent, have
elected that the provisions of this Section shall apply to such Lender, then, unless and until such
Lender notifies the Company that the circumstances giving rise to such suspension or demand for
compensation no longer exist, all Loans which would otherwise be made by such Lender as (or
continued as or converted to) Euro-Currency Loans in such currency to such Borrower shall instead
be Base Rate Loans (in the case of Alternative Currency Loans, in the same Dollar Amount as the
Euro-Currency Loan that such Lender would otherwise have made in the Alternative Currency) on which
interest and principal shall be payable contemporaneously with the related Euro-Currency Loans of
the other Lenders. If such Lender notifies the Company that the circumstances giving rise to such
suspension or demand for compensation no longer exist, the principal amount of each such Base Rate
Loan shall be converted into a Euro-Currency Loan on the first day of the next succeeding Interest
Period applicable to the related Euro-Currency Loans of the other Lenders. If such Loan is
converted into an Alternative Currency Loan, such Lender, the Administrative Agent and the Borrower
shall make such arrangements as shall be required (including increasing or decreasing the amount of
such Alternative Currency Loan) so that such Alternative Currency Loan shall be in the same amount
as it would have been if the provisions of this Section had never applied thereto.




ARTICLE 9

Representations and Warranties of Eligible Subsidiaries




     Each Eligible Subsidiary shall be deemed by the execution and delivery of its Election to
Participate to have represented and warranted as of the date thereof that:



     Section 9.01. Legal Existence and Power. It is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and is and will continue to be a
Wholly-Owned Consolidated Subsidiary of the Company.



     Section 9.02. Legal and Governmental Authorization; No Contravention. The execution and
delivery by it of its Election to Participate and its Notes, and the performance by it of this
Agreement and its Notes, are within its legal powers, have been duly authorized by all necessary
legal action, require no action by or in respect of, or filing with, any governmental body, agency
or official and do not contravene, or constitute a default under, any provision of applicable law
or regulation or of its organizational documents or of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Company or such Eligible Subsidiary or result in the
creation or imposition of any Lien on any asset of the Company or any of its Consolidated
Subsidiaries.



52









 





     Section 9.03. Binding Effect. This Agreement constitutes a valid and binding agreement of
such Eligible Subsidiary and its Notes, if and when executed and delivered in accordance with this
Agreement, will constitute valid and binding obligations of such Eligible Subsidiary.



     Section 9.04. Taxes. Except as disclosed in such Election to Participate, there is no
income, stamp or other tax of any country, or any taxing authority thereof or therein, imposed by
or in the nature of withholding or otherwise, which is imposed on any payment to be made by such
Eligible Subsidiary pursuant hereto or on its Notes, or is imposed on or by virtue of the
execution, delivery or enforcement of its Election to Participate or of its Notes.



ARTICLE 10

Guaranty




     Section 10.01. The Guaranty. The Company hereby unconditionally guarantees the full and
punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of
and interest on each Loan made to and each Reimbursement Obligation incurred by any Eligible
Subsidiary pursuant to this Agreement, and the full and punctual payment of all other amounts
payable by any Eligible Subsidiary under this Agreement. Upon failure by any Eligible Subsidiary
to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid
at the place and in the manner specified in this Agreement.



     Section 10.02. Guaranty Unconditional. The obligations of the Company hereunder shall be
unconditional and absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:



     (a) any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of any Eligible Subsidiary under this Agreement or any Note, by operation of law or
otherwise;



     (b) any modification or amendment of or supplement to this Agreement or any Note;



     (c) any release, impairment, non-perfection or invalidity of any direct or indirect security
for any obligation of any Eligible Subsidiary under this Agreement or any Note;


     (d) any change in the legal existence, structure or ownership of any Eligible Subsidiary, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Eligible
Subsidiary or its assets or any resulting release



53









 





or discharge of any obligation of any Eligible Subsidiary contained in this Agreement or any
Note;




     (e) the existence of any claim, set-off or other rights which the Company may have at any time
against any Eligible Subsidiary, the Administrative Agent, any Lender or any other Person, whether
in connection herewith or any unrelated transactions, provided that nothing herein shall prevent
the assertion of any such claim by separate suit or compulsory counterclaim;



     (f) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any
reason of this Agreement or any Note, or any provision of applicable law or regulation purporting
to prohibit the payment by any Eligible Subsidiary of the principal of or interest on any Loan or
any other amount payable by it under this Agreement; or



     (g) any other act or omission to act or delay of any kind by any Eligible Subsidiary, the
Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which
might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or
defense to the Company’s obligations hereunder.



     Section 10.03. Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances.
The Company’s obligations hereunder shall remain in full force and effect until the Commitments
shall have terminated and the principal of and interest on the Loans, the Reimbursement Obligations
and all other amounts payable by the Company and each Eligible Subsidiary under this Agreement
shall have been paid in full. If at any time any payment of the principal of or interest on any
Loan or any other amount payable by any Eligible Subsidiary under this Agreement is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any
Eligible Subsidiary or otherwise, the Company’s obligations hereunder with respect to such payment
shall be reinstated at such time as though such payment had been due but not made at such time.



     Section 10.04. Waiver by the Company. The Company irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as any requirement
that at any time any action be taken by any Person against any Eligible Subsidiary or any other
Person.



     Section 10.05. Subrogation. The Company irrevocably waives any and all rights to which it
may be entitled, by operation of law or otherwise, upon making any payment hereunder to be
subrogated to the rights of the payee against an Eligible Subsidiary with respect to such payment
or otherwise to be reimbursed, indemnified or exonerated by or for the account of an Eligible
Subsidiary in respect thereof.



54









 





     Section 10.06. Stay of Acceleration. In the event that acceleration of the time for payment
of any amount payable by any Eligible Subsidiary under this Agreement or its Notes is stayed upon
insolvency, bankruptcy or reorganization of such Eligible Subsidiary, all such amounts otherwise
subject to acceleration under the terms of this Agreement shall nonetheless be payable by the
Company hereunder forthwith on demand by the Administrative Agent made at the request of the
Required Lenders.



ARTICLE 11

Miscellaneous




     Section 11.01. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, facsimile transmission or similar writing) and
shall be given to such party: (a) in the case of the Company at its address or facsimile number set
forth below, (b) in the case of the Administrative Agent, at its address or facsimile number set
forth below, (c) in the case of an Eligible Subsidiary, at its address or facsimile number set
forth in its Election to Participate), (d) in the case of any Lender, at its address or facsimile
number set forth in its Administrative Questionnaire or (e) in the case of any party, such other
address or facsimile number as such party may hereafter specify for the purpose by notice to the
Administrative Agent and the Company. Each such notice, request or other communication shall be
effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number
specified in this Section 11.01 and the appropriate answerback is received, (ii) if given by mail,
72 hours after such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iii) if given by any other means, when delivered at the address
specified in this Section 11.01; provided that notices to the Administrative Agent or an Issuing
Lender under Article 2 or Article 8 shall not be effective until received.



     Company’s Address:



     Johnson Controls, Inc.


Attention: Treasurer

5757 North Green Bay Avenue

Post Office Box 591

Milwaukee, WI 53209

Fax: (414) 524-2443



     Administrative Agent’s Address:



     JPMorgan Chase Bank, N.A.


1111 Fannin, 10th Floor

Houston, Texas 77002



55









 







Attention: Sharon P. Craft

Fax: 713-750-2938

Email: sharon.p.craft@jpmchase.com



     Section 11.02 . No Waivers. No failure or delay by the Administrative Agent or any Lender in
exercising any right, power or privilege hereunder or under any Note shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies provided by law.



     Section 11.03 . Expenses; Indemnification.



     (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative
Agent, including fees and disbursements of special counsel for the Administrative Agent, in
connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment
hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by the Administrative Agent and each Lender, including the fees and
disbursements of outside counsel and the allocated cost of inside counsel, in connection with such
Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom.



     (b) The Company agrees to indemnify the Administrative Agent and each Lender, their respective
affiliates and the respective directors, officers, agents and employees of the foregoing (each an
“Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses,
damages, costs and expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be
designated a party thereto) brought or threatened relating to or arising out of this Agreement or
any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have
the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful
misconduct or violation by such Indemnitee of any statute or regulation (provided that such
violation was not the result of any breach of statute or regulation or of any provision of this
Agreement by the Company or any of its Consolidated Subsidiaries), all as determined by a court of
competent jurisdiction.



     Section 11.04 . Sharing of Set-offs. Each Lender agrees that if it shall, by exercising any
right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest due with respect to the Loans and Letter of Credit Liabilities
held by it which is greater than the proportion received by any other Lender in respect of the
aggregate amount of principal and interest due with respect to the Loans and Letter of Credit
Liabilities



56









 





held by such other Lender, the Lender receiving such proportionately greater payment shall
purchase such participations in the Loans and Letter of Credit Liabilities held by the other
Lenders, and such other adjustments shall be made, as may be required so that all such payments of
principal and interest with respect to the Loans and Letter of Credit Liabilities held by the
Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section 11.04 shall
impair the right of any Lender or its affiliates to exercise any right of set-off or counterclaim
it may have and to apply the amount subject to such exercise to the payment of indebtedness of a
Borrower other than its indebtedness hereunder. Each Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in the Loans and Letter
of Credit Liabilities, whether or not acquired pursuant to the foregoing arrangements, may exercise
rights of set-off or counterclaim and other rights with respect to such participation as fully as
if such holder of a participation were a direct creditor of such Borrower in the amount of such
participation.




     Section 11.05. Amendments and Waivers. Any provision of this Agreement or the Notes may be
amended or waived if, but only if, such amendment or waiver is in writing and is signed by the
Company and the Required Lenders (and, if the rights or duties of the Administrative Agent or any
Issuing Lender are affected thereby, by it); provided that no such amendment or waiver shall:




     (a) unless signed by each affected Lender, (i) increase the Commitment of any Lender
or subject any Lender to any additional obligation, (ii) reduce the principal of or rate of
interest on any Loan or the amount to be reimbursed in respect of any Letter of Credit or
any interest thereon or any fees hereunder, (iii) postpone the date fixed for any payment
of principal of or interest on any Loan or for reimbursement in respect of any Letter of
Credit or interest thereon or any fees hereunder or for termination of any Commitment, (iv)
release the Company from any obligation under Article 10, (v) permit the subordination of
any payment or right of payment due to the Lenders under the Loan Documents or (vi) modify
the right of a Lender to receive a pro rata share of payments as provided herein;




     (b) unless signed by all the Lenders, change the definition of “Required Lenders” or
the provisions of this Section 11.05; or




     (c) unless signed by an Eligible Subsidiary, (w) subject such Eligible Subsidiary to
any additional obligation, (x) increase the principal of or rate of interest on any
outstanding Loan of such Eligible Subsidiary, (y) accelerate the stated maturity of any
outstanding Loan of such Eligible Subsidiary or (z) change this proviso.



57









 





It is understood that the operation of Sections 2.01(c) and 2.20 in accordance with their terms is
not an amendment subject to this Section 11.05.




     Section 11.06. Successors and Assigns.



     (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, except that no Borrower may assign or
otherwise transfer any of its rights under this Agreement without the prior written consent of all
Lenders.



     (b) Any Lender may at any time grant to one or more Persons (each a “Participant”)
participating interests in its Commitment and/or any or all of its Loans and Letter of Credit
Liabilities. In the event of any such grant by a Lender of a participating interest to a
Participant, whether or not upon notice to any Borrower and the Administrative Agent, such Lender
shall remain responsible for the performance of its obligations hereunder, and the Borrowers, the
Issuing Lenders and the Administrative Agent shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and/or obligations hereunder. Any agreement
pursuant to which any Lender may grant such a participating interest shall provide that such Lender
shall retain the sole right and responsibility to enforce the obligations of the Borrowers
hereunder including, without limitation, the right to approve any amendment, modification or waiver
of any provision hereof; provided that such participation agreement may provide that such Lender
will not agree to any modification, amendment or waiver of this Agreement described in clause (a)
of Section 11.05 without the consent of the Participant. The Borrowers agree that each Participant
shall, to the extent provided in its participation agreement, be entitled to the benefits of
Section 2.14 and Article 8 with respect to its participating interest. An assignment or other
transfer which is not permitted by subsection 11.06(c), 11.06(d) or 11.06(f) below shall be given
effect for purposes of this Agreement only to the extent of a participating interest granted in
accordance with this subsection 11.06(b).



     (c) Any Lender may at any time assign to one or more banks or other institutions (each an
“Assignee”) all, or a proportionate part (equivalent to an initial Commitment of not less than
$10,000,000) of all, of its rights and obligations under this Agreement and the Notes, and such
Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption
Agreement in substantially the form of Exhibit G hereto executed by such Assignee and such
transferor Lender, with (and subject to) the subscribed consent of the Company, the Administrative
Agent and each Issuing Lender, such consents not to be unreasonably withheld or delayed; provided
that if an Assignee is a Lender Affiliate of such transferor Lender or was a Lender immediately
prior to such assignment, no such consent of the Company shall be required. Upon execution and
delivery of such instrument and payment by such Assignee to such transferor Lender of an amount
equal to the purchase price agreed between such



58









 





transferor Lender and such Assignee, such Assignee shall be a Lender party to this Agreement
and shall have all the rights and obligations of a Lender with a Commitment as set forth in such
instrument of assumption, and the transferor Lender shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by any party shall be
required. Upon the consummation of any assignment pursuant to this subsection, the transferor
Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements so that, if
required, new Notes are issued to the Assignee. In connection with any such assignment, the
transferor Lender shall pay to the Administrative Agent an administrative fee for processing such
assignment in the amount of $2,500.




     (d) Any Lender may at any time assign all or any portion of its rights under this Agreement
and its Notes to a Federal Reserve Bank. No such assignment shall release the transferor Lender
from its obligations hereunder.



     (e) No Assignee, Participant or other transferee of any Lender’s rights shall be entitled to
receive any greater payment under Section 8.03 or 8.04 than such Lender would have been entitled to
receive with respect to the rights transferred, unless such transfer is made with the Company’s
prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such
Lender to designate a different Applicable Lending Office under certain circumstances or at a time
when the circumstances giving rise to such greater payment did not exist.



     (f) Notwithstanding anything to the contrary contained in this Section 11.06, but subject to
the terms and conditions set forth in this subsection (f), any Lender may from time to time, elect
to designate a Conduit to provide all or any part of any Loan required to be made by such Lender
pursuant to this Agreement or to acquire a participation interest in any Loans extended by such
Lender hereunder (a “Conduit Designation”), provided the designation of a Conduit by any Lender for
purposes of this Section 11.06(f) shall be subject to the approval of the Company, which shall not
be unreasonably withheld. No additional Note shall be required with regard to a Conduit
Designation; provided, however, to the extent any Conduit shall advance funds under a Conduit
Designation, the designating Lender shall be deemed to hold the Note in its possession as an
Administrative Agent for such Conduit to the extent of the Loan funded by such Conduit.
Notwithstanding any such Conduit Designation, (x) the designating Lender shall remain solely
responsible to the other parties hereto for its obligations under this Agreement and (y) the
Borrowers and the Administrative Agent may continue to deal solely and directly with the
designating Lender as Administrative Agent for such designating Lender’s Conduit, in connection
with all of such Conduit’s rights and obligations under this Agreement, unless and until the
Company and the Administrative Agent are notified that the designating Lender has been replaced as
Administrative Agent for its Conduit; any payments



59









 





for the benefit of any designating Lender and its Conduit shall be paid to such designating
Lender for itself as Administrative Agent for its Conduit, as applicable; provided neither the
Administrative Agent nor any Borrower shall be responsible for any designating Lender’s application
of any such payments. In addition, any Conduit may (i) with notice to, but without the consent of
the Company and the Administrative Agent, and without paying any processing fee therefor, assign
all or portions of its interest in any Loans to the Lender that designated such Conduit or to any
financial institutions consented to by the Company and the Administrative Agent providing liquidity
and/or credit facilities to or for the account of such Conduit to support the funding or
maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating
to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety,
credit or liquidity enhancement to such Conduit.




     (g) Each party to this Agreement hereby agrees that, at any time a Conduit Designation is in
effect, it shall not institute against, or join any other person in instituting against, any
Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law, for one year and a day after the
latest maturing commercial paper note issued by such Conduit is paid. This Section 11.06(g) shall
survive the termination of this Agreement.



     Section 11.07. Collateral. Each of the Lenders represents to the Administrative Agent and
each of the other Lenders that it in good faith is not relying upon any “margin stock” (as defined
in Regulation U) as collateral in the extension or maintenance of the credit provided for in this
Agreement.



     Section 11.08. Governing Law; Submission to Jurisdiction. This Agreement and each Note
shall be governed by and construed in accordance with the laws of the State of New York. Each
Borrower and each Lender hereby submits, to the fullest extent permitted by applicable law, to the
nonexclusive jurisdiction of the United States District Court for the Southern District of New York
and of any New York State court sitting in New York City for purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated hereby. Each
Borrower and each Lender irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.



     Section 11.09. Counterparts; Integration. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement constitutes the entire agreement and
understanding among the parties



60









 





hereto and supersedes any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof.




     Section 11.10. Waiver of Jury Trial. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 11.11. Confidentiality.



     (a) The Lenders agree not to disclose, directly or indirectly, any information obtained from
the Company or any of its Subsidiaries in connection with this Agreement and will keep such
information confidential; provided that (i) each Lender may use, retain and disclose any such
information to its affiliates, directors, officers, agents, employees, insurance brokers, counsel,
public accountants, any Participants, potential Assignees and Participants and any governmental
agency or instrumentality or other supervisory body requesting such disclosure, provided that any
Participants or potential Assignees or Participants shall have agreed to keep such information
confidential in accordance with this Section 11.11, (ii) each Lender may use, retain and disclose
any such information which has been publicly disclosed (other than by such Lender or any Lender
Affiliate thereof in breach of this Section 11.11), and (iii) to the extent that such Lender may
have received a subpoena or other legal demand for such information, such Lender may disclose such
information; provided that such Lender shall notify the Company of such demand (to the extent
permitted by law and as promptly as practicable) and shall cooperate with the Company, at the
Company’s expense, to take actions necessary to obtain a protective order limiting the scope of the
demand and the use and disclosure of such information.



     (b) The parties hereby agree that, from the commencement of discussions with respect to the
transactions contemplated by this Agreement (the “Transactions”), each party (and each employee,
representative or other agent of such party) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure (as such terms are used in Sections
6011, 6111 and 6112 of the Internal Revenue Code and the Treasury Regulations promulgated
thereunder) of the Transactions and all materials of any kind (including opinions or other tax
analyses) that are provided to such party relating to such tax treatment and tax structure, other
than any information for which nondisclosure is reasonably necessary in order to comply with
applicable securities laws.



     Section 11.12 USA Patriot Act. Each Lender hereby notifies the Borrowers that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to



61









 





obtain, verify and record information that identifies each Borrower, which information
includes the name and address of each Borrower and other information that will allow such Lender,
to identify each Borrower in accordance with the Act.




62









 





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



	 	 	 	 	 
	 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	/s/ R. Bruce McDonald
 	 
	 	 	Title: Executive Vice President & CFO 	 
	 	 		 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Frank A. Voltolina
 	 
	 	 	Title: Vice President & Treasurer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as

     Administrative Agent and as Lender

 	 
	 	By:  	/s/ Robert P. Kellas
 	 
	 	 	Title: Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Alison McGuigan
 	 
	 	 	Title: Associate Director 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Andrew L. Kreeger
 	 
	 	 	Title: Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMERZBANK AG, NEW YORK AND 

     GRAND CAYMAN BRANCHES

 	 
	 	By:  	/s/ John Marlatt
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Hajo Neugärtner
 	 
	 	 	Title: Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ING BANK N.V. DUBLIN BRANCH

 	 
	 	By:  	/s/ Emma Condon
 	 
	 	 	Title: Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Sean Hassett
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 




 









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/ Robert Gallagher
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Caroline V. Krider
 	 
	 	 	Title: Vice President & Senior Lender 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Charles W. Reed
 	 
	 	 	Title: Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ABN AMRO BANK N.V.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Title: Agent 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Title: Executive Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANCA INTESA, S.p.A., NEW YORK BRANCH

 	 
	 	By:  	/s/ John J. Michalisin
 	 
	 	 	Title: First Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Francesco DiMario
 	 
	 	 	Title: FVP, Credit Manager 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Lee E. Greve
 	 
	 	 	Title: Managing Director, Deputy Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Blake Wright
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KBC BANK, NV

 	 
	 	By:  	/s/ Michael Curran
 	 
	 	 	Title: First Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ William Cavanaugh
 	 
	 	 	Title: Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STANDARD CHARTERED BANK

 	 
	 	By:  	/s/ Maria Carolina Torres
 	 
	 	 	Title: Syndications, Capital Markets 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Andrew Y. NG
 	 
	 	 	Title: Director 	 
	 	 	          Standard
Chartered Bank
NY 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SVENSKA HANDELSBANKEN AB (publ)

     New York
Branch

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC

 	 
	 	By:  	/s/ Debbi L. Brito
 	 
	 	 	Title: Authorized Signatory 	 
	 	 	 	 
	 




 











 





COMMITMENT SCHEDULE




	 	 	 	 	 
	Lender	 	Commitment
	JPMorgan Chase Bank, N.A.
	 	$	218,750,000	 
	Bank of America, N.A.
	 	$	181,250,000	 
	Barclays Bank PLC
	 	$	181,250,000	 
	Citibank, N.A.
	 	$	181,250,000	 
	Commerzbank AG, New York and Grand Cayman Branches
	 	$	133,750,000	 
	ING Bank N.V. Dublin Branch
	 	$	133,750,000	 
	Mizuho Corporate Bank, Ltd.
	 	$	133,750,000	 
	U.S. Bank, National Association
	 	$	133,750,000	 
	Wells Fargo Bank, N.A.
	 	$	133,750,000	 
	ABN AMRO Bank, N.V.
	 	$	81,250,000	 
	Banca Intesa, S.p.A., New York Branch
	 	$	81,250,000	 
	Caylon New York Branch
	 	$	81,250,000	 
	KBC Bank, NV
	 	$	81,250,000	 
	Standard Chartered Bank
	 	$	81,250,000	 
	Svenska Handelsbanken
	 	$	81,250,000	 
	Toronto Dominion (Texas) LLC
	 	$	81,250,000	 
	Total Commitments
	 	$	2,000,000,000	 






 









 





PRICING SCHEDULE




     Each of “Facility Fee Rate”, “Euro-Currency Margin” and “Letter of Credit Fee Rate” means, for
any day, the rate set forth below, in basis points per annum, in the row opposite such term and in
the column corresponding to the Pricing Level that applies for such day:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LEVEL I	 	LEVEL II	 	LEVEL III	 	LEVEL IV	 	LEVEL V
	Facility Fee Rate
	 	 	5.00	 	 	 	6.00	 	 	 	7.00	 	 	 	8.00	 	 	 	10.0	 
	Euro-Currency Margin
and Letter of Credit
Fee Rate:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Utilization < 50%
	 	 	15.00	 	 	 	19.00	 	 	 	28.00	 	 	 	42.00	 	 	 	65.00	 
	Utilization > 50%
	 	 	27.50	 	 	 	31.50	 	 	 	40.50	 	 	 	54.50	 	 	 	77.50	 






     For purposes of this Schedule, the following terms have the following meanings, subject
to the concluding paragraph of this Schedule:



     “Fitch” means Fitch, Inc.



     “Level I” status exists at any date if, at such date, the Company has senior unsecured
long-term debt outstanding, without third-party credit enhancement, which is rated A+ or higher by
S&P or A1 or higher by Moody’s or A+ or higher by Fitch.



     “Level II” status exists at any date if, at such date, (i) Level I status does not exist and
(ii) the Company has senior unsecured long-term debt outstanding, without third-party credit
enhancement, which is rated A or higher by S&P or A2 or higher by Moody’s or A or higher by Fitch.



     “Level III” status exists at any date if, at such date, (i) neither Level I status nor Level
II status exists and (ii) the Company has senior unsecured long-term debt outstanding, without
third-party credit enhancement, which is rated A- or higher by S&P or A3 or higher by Moody’s or A-
or higher by Fitch.



     “Level IV” status exists at any date if, at such date, (i) none of Level I status, Level II
status or Level III status exists and (ii) the Company has senior unsecured long-term debt
outstanding, without third-party credit enhancement, which is rated BBB+ or higher by S&P or Baa1
or higher by Moody’s or BBB+ or higher by Fitch.



     “Level V” status exists at any date if, at such date, no other Pricing Level status exists.



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



 









 





     “Pricing Level” refers to the determination of which of Level I, Level II, Level III, Level IV
or Level V status exists at any date.



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



     “Utilization” means, at any date, the percentage equivalent of a fraction (i) the numerator of
which is the Total Outstanding Amount at such date (after giving effect to any borrowing,
prepayment or repayment on such date) and (ii) the denominator of which is the aggregate amount of
the Commitments at such date (after giving effect to any reduction or termination of the
Commitments on such date). If for any reason the Total Outstanding Amount is not zero immediately
following the termination of the Commitments, Utilization will be deemed to be 100%.



     The credit ratings to be utilized for purposes of this Schedule are those assigned to the
senior unsecured long-term debt securities of the Company without third-party credit enhancement,
and any rating assigned to any other debt security of the Company shall be disregarded. The rating
in effect at any date is that in effect at the close of business on such date. If the Company is
split-rated and the ratings differential between the highest rating and the next highest rating is
one notch, the highest of the three ratings will apply. If the Company is split-rated and the
ratings differential between the highest rating and the next highest rating is more than one notch,
a rating that is one notch lower than the highest of the three ratings shall be used. In the event
that the Company’s senior unsecured long-term debt securities are not rated by any two of S&P,
Moody’s or Fitch, then Level V shall apply.



 









 





SCHEDULE I




ENVIRONMENTAL MATTERS




     The following is a list of sites which the Company or any of its Subsidiaries have been
notified of status as a Potentially Responsible Party (“PRP”) under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (“Superfund”) or its state
counterparts, and as to which the Company does not have information sufficient to determine whether
potential liabilities associated with such sites may have a material adverse effect on the
business, financial condition, results of operations or prospects of the Company and its
Consolidated Subsidiaries, considered as a whole. The type of liability may include, but not be
limited to, liability for clean-up and liability to third parties arising out of the business
operations of the sites. The amount of expenditures that will be incurred in connection with
remedial measures at these sites is uncertain because (i) the costs associated with the clean-ups
have not been determined, (ii) the number of companies contributing to the clean-ups has not been
finalized, and/or (iii) the availability of insurance coverage is currently uncertain.




	 	1.	 	232 Monroe, Michigan
	 
	 	2.	 	290 Monroe, Michigan
	 
	 	3.	 	900 N. Michigan Ave. Fuel Spill, Chicago, IL
	 
	 	4.	 	American Fibrit Oil Spill, Battle Creek, MI
	 
	 	5.	 	American Lead Secondary Smelter Site, Indianapolis, IN
	 
	 	6.	 	District Court of Appeals Courthouse, Lakeland, Florida
	 
	 	7.	 	Auto-Ion Site, Kalamazoo, MI
	 
	 	8.	 	Avanti Smelter, Indianapolis, IN
	 
	 	9.	 	Badger Facility, Milwaukee, WI
	 
	 	10.	 	Berry’s Creek Study Area, Bergen County, NJ
	 
	 	11.	 	Dura Site, Adrian, MI
	 
	 	12.	 	El Monte Site, El Monte, CA




 









 






	 	13.	 	Fullerton, CA Plant
	 
	 	14.	 	Goshen Plant, Goshen, IN
	 
	 	15.	 	Gulf Coast Recycling, Tampa, Florida
	 
	 	16.	 	HTWP Site, Thomson, GA
	 
	 	17.	 	Humboldt Plant, Milwaukee, WI
	 
	 	18.	 	Interstate Lead Company (ILCO) Leeds, AL
	 
	 	19.	 	IWI Wellco Superfund Site, Summit IL
	 
	 	20.	 	Keefe Plant, Milwaukee, WI
	 
	 	21.	 	M&J Solvents Remediation Site, Atlanta, GA
	 
	 	22.	 	Master Metals, Detroit, MI and Cleveland, OH
	 
	 	23.	 	Mercury Refining Superfund Site, Albany County, NY
	 
	 	24.	 	Metamora Landfill, Lapeer County, MI
	 
	 	25.	 	Middletown Plant, Middletown, DE
	 
	 	26.	 	National Smelting and Refining Site, Atlanta, GA
	 
	 	27.	 	NL Industries/Dutchboy Paints, Perth Amboy, NJ
	 
	 	28.	 	NL Industries/National Smelting of New Jersey Site, Pedricktown, NJ
	 
	 	29.	 	NL Industries/Taracorp Site, Granite City, IL
	 
	 	30.	 	Northside Drive Site, Atlanta, GA
	 
	 	31.	 	Rasmussen Dump Site, Green Oak Township, MI
	 
	 	32.	 	Renosol Site, Farwell, MI
	 
	 	33.	 	Ross Metals Site
	 
	 	34.	 	Shiawassee River Site, Howell, MI
	 
	 	35.	 	Snedicker Site, Saline, MI




 









 






	 	36.	 	Stanley Tool Site, Fowlerville, MI
	 
	 	37.	 	603-609 Franklin Avenue, Hartford, CT
	 
	 	38.	 	Tonolli Corp. Site, Nesquehoning, PA
	 
	 	39.	 	Watertown Plant, Watertown, WI
	 
	 	40.	 	Whitmore Lake Facility, Whitmore Lake, MI
	 
	 	41.	 	Williams-Mesena Landfill, Thomson, GA
	 
	 	42.	 	York Facilities Air Pollution Control & Permitting
	 
	 	43.	 	York — Wichita, KS
	 
	 	44.	 	York — Albany, MO
	 
	 	45.	 	York — Bristol, VA
	 
	 	46.	 	York — Carquefou, France
	 
	 	47.	 	York — East York, PA
	 
	 	48.	 	York — Grantley, PA
	 
	 	49.	 	York — Madisonville, KY
	 
	 	50.	 	York — Norman, OK
	 
	 	51.	 	York — Norrkoping/Teknik, Sweden
	 
	 	52.	 	York — Polo, IL
	 
	 	53.	 	York — Sabadell, Spain
	 
	 	54.	 	York — Santa Fe Springs
	 
	 	55.	 	York — Sao Paulo, Brazil
	 
	 	56.	 	York — Waynesboro, PA





     Inclusion of a site on this Schedule I is not an admission that the site poses a material
risk, but rather reflects the inherent uncertainty of the extent of any such liability.



 









 





EXHIBIT A

Form of Note




NOTE




New York, New York

___________ __, ____




     For value received, <NAME OF RELEVANT BORROWER>, a <RELEVANT BORROWER’S JURISDICTION
OF INCORPORATION> corporation (the “Borrower”), promises to pay to the order of
______________________ (the “Lender”), for
the account of its Applicable Lending Office, the unpaid
principal amount of each Loan made by the Lender to the Borrower pursuant to the Credit Agreement
referred to below on the last day of the Interest Period relating to such Loan. The Borrower
promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the
rate or rates provided for in the Credit Agreement. All such payments of principal and interest
shall be made (i) if in Dollars, in lawful money of the United States in Federal or other
immediately available funds at the office of JPMorgan Chase Bank, at 270 Park Avenue, New York, New
York or (ii) if in an Alternative Currency, in such funds as may then be customary for the
settlement of international transactions in such Alternative Currency at the place specified for
payment thereof pursuant to the Credit Agreement.



     All Loans made by the Lender, the respective types and maturities thereof and all repayments
of the principal thereof shall be recorded by the Lender and, if the Lender so elects in connection
with any transfer or enforcement hereof, appropriate notations to evidence the foregoing
information with respect to each such Loan then outstanding may be endorsed by the Lender on the
schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof;
provided that the failure of the Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under the Credit Agreement.



     This note is one of the Notes referred to in the Amended and Restated Credit Agreement dated
as of December 5, 2006 among Johnson Controls, Inc., the Eligible Subsidiaries referred to therein,
the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may
be amended from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are
used herein with the same meanings. Reference is made to the Credit Agreement for provisions for
the prepayment hereof and the acceleration of the maturity hereof.



A-1









 





     [The payment in full of the principal and interest on this note has, pursuant to the
provisions of the Credit Agreement, been unconditionally guaranteed by Johnson Controls,
Inc.]1



	 	 	 	 	 
	 	<NAME OF RELEVANT BORROWER>

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	To be deleted in case of Notes executed and
delivered by the Company.




A-2









 










LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	Type of	 	 	Principal	 	 	 	 	 	 	 
	Date	 	 	Loan	 	 	Loan	 	 	Repaid	 	 	Notation	 	 	Made By	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









A-3









 








EXHIBIT B

Opinion of General

Counsel of the Company




________, 2006




To the Lenders and the Administrative Agent

  Referred to Below

c/o JPMorgan Chase Bank, N.A.,

  as Administrative Agent

270 Park Avenue

New York, New York 10017




Dear Sirs:




     I have acted as counsel for Johnson Controls, Inc. (the “Company”) in connection with the
Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of December 5, 2006 among
the Company, the Eligible Subsidiaries referred to therein, the Lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein
as therein defined.



     For purposes of this opinion, I or others under my supervision have examined originals or
copies, certified or otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such other investigations
of fact and law as I have deemed necessary or advisable for purposes of this opinion.



     In making such examination, I have assumed the genuineness of all signatures other than those
of the Company, the authenticity of all documents submitted as originals and the conformity to
authentic original documents of all documents submitted as certified, conformed and photostatic
copies. As to questions of facts material to such opinions, I have, when relevant facts were not
independently established by me, relied upon statements made in the documents, records and
certificates referred to above.



     Upon the basis of the foregoing, I am of the opinion that:



     1. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of Wisconsin and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now conducted.



B-1









 





     2. The execution, delivery and performance by the Company of the Credit Agreement and its
Notes are within the Company’s corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any governmental body,
agency or official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws of the Company or of
any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or
result in the creation or imposition of any Lien on any asset of the Company or any of its
Consolidated Subsidiaries.



     3. The Credit Agreement has been duly executed by the Company and constitutes a valid and
binding agreement of the Company enforceable against the Company in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights and to general principles of equity.
Each of the Notes has been duly executed by the Company, and each of such Notes constitutes a valid
and binding obligation of the Company, and each of such Notes is enforceable against the Company in
accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights and to general principles of equity.



     4. Except as set forth in the Company’s reports on Form 8-K, Form 10-K and Form 10-Q filed
with the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934,
there is no action, suit or proceeding pending against, or to the best of my knowledge threatened
against or affecting, the Company or any of its Consolidated Subsidiaries before any court or
arbitrator or any governmental body, agency or official, in which there is a reasonable possibility
of an adverse decision which could materially adversely affect the business, consolidated financial
position or consolidated results of operations of the Company and its Consolidated Subsidiaries,
considered as a whole, or which in any manner draws into question the validity of the Credit
Agreement or the Notes.



     5. Each of the Company’s corporate Consolidated Subsidiaries is a corporation validly existing
and in good standing under the laws of its jurisdiction of incorporation, and has all corporate
powers and all material governmental licenses, authorizations, consents and approvals required to
carry on its business as now conducted, except those instances where failure to hold such powers,
licenses, authorizations, consents or approvals would not be expected to have a material adverse
effect on the Company.



     In connection with the foregoing opinion, I wish to point out that I am a member of the Bar of
the State of Wisconsin and do not hold myself out as expert in the laws of other jurisdictions.
However, I have made, or caused to be made,



B-2









 




such investigations or such consultations with counsel as I have deemed appropriate with
respect to the laws of other jurisdictions in connection with such
opinion, and nothing has come to my attention in the course of such investigation which would
lead me to question the correctness of such opinion.




     This opinion may not be relied upon by any other parties without my express written consent;
provided, however, that Davis Polk & Wardwell, counsel for the Administrative Agent, may rely upon
this opinion.



Very truly yours,




B-3









 





EXHIBIT C

Opinion of Special Counsel

of the Administrative Agent




________, 2006




To the Lenders and the Administrative Agent

  Referred to Below

c/o JPMorgan Chase Bank, N.A.,

  as Administrative Agent

270 Park Avenue

New York, New York 10017



Dear Sirs:




     We have participated in the preparation of the Amended and Restated Credit Agreement (the
“Credit Agreement”) dated as of December 5, 2006 among Johnson Controls, Inc., a Wisconsin
corporation (the “Company”), the Eligible Subsidiaries referred to therein, the Lenders party
thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the
“Administrative Agent”), and have acted as special counsel for the Administrative Agent for the
purpose of rendering this opinion pursuant to Section 3.01(c) of the Credit Agreement. Terms
defined in the Credit Agreement are used herein as therein defined.



     We have examined originals or copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records, certificates of public officials and other instruments and
have conducted such other investigations of fact and law as we have deemed necessary or advisable
for purposes of this opinion.



     Upon the basis of the foregoing, we are of the opinion that the Credit Agreement constitutes a
valid and binding agreement of the Company and each of the Company’s Notes constitutes a valid and
binding obligation of the Company, in each case enforceable in accordance with its terms except as
the same may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights
generally and by general principles of equity.



     We are members of the Bar of the State of New York and the foregoing opinion is limited to the
laws of the State of New York and the federal laws of the United States of America. Insofar as the
laws of any other jurisdiction are relevant, we have relied, without independent investigation,
upon the opinion of Jerome D. Okarma, general counsel for the Company, a copy of which has been
delivered to you. In giving the foregoing opinion, we express no opinion as to (i) the effect (if
any) of any law of any jurisdiction (except the State of New York) in



C-1









 




which any Lender is located which limits the rate of interest that such Lender may charge or
collect and (ii) the enforceability of the provisions of Section 2.18.




     This opinion is rendered solely to you in connection with the above matter. This opinion may
not be relied upon by you for any other purpose or relied upon by any other person without our
prior written consent.



Very truly yours,





C-2









 








EXHIBIT D




Form of Election to Participate




___________, 20__




JPMORGAN CHASE BANK, N.A.

   as Administrative Agent for the

   Lenders named in the Amended and Restated Credit

   Agreement dated as of December 5, 2006

   among Johnson Controls, Inc.,

   the Eligible Subsidiaries referred to therein, the

   Lenders party thereto and the Administrative Agent

  (the “Credit Agreement”)



Dear Sirs:




     Reference is made to the Credit Agreement described above. Terms not defined herein which are
defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.



     The undersigned, <NAME OF ELIGIBLE SUBSIDIARY>, a <JURISDICTION OF INCORPORATION>
corporation, hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement,
effective from the date hereof until an Election to Terminate shall have been delivered on behalf
of the undersigned in accordance with the Credit Agreement. The undersigned confirms that the
representations and warranties set forth in Article 9 of the Credit Agreement are true and correct
as to the undersigned as of the date hereof, and the undersigned hereby agrees to perform all the
obligations of an Eligible Subsidiary under, and to be bound in all respects by the terms of, the
Credit Agreement, including without limitation Section 11.08 thereof, as if the undersigned were a
signatory party thereto.



     [Tax disclosure pursuant to Section 9.04]



     The address to which all notices to the undersigned under the Credit Agreement should be
directed is:



D-1









 





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



	 	 	 	 	 
	 	Very truly yours,



<NAME OF ELIGIBLE SUBSIDIARY>

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     The undersigned hereby confirms that <NAME OF ELIGIBLE SUBSIDIARY> is an Eligible
Subsidiary for purposes of the Credit Agreement described above.



	 	 	 	 	 
	 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Receipt of the above Election to Participate is hereby acknowledged on and as of the date set
forth above.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



D-2









 






	 	 	 	 	 



EXHIBIT E

Form of Election to Terminate




___________, 20__




JPMORGAN CHASE BANK, N.A.,

  as Administrative Agent for

  the Lenders named in the Amended and Restated Credit

   Agreement dated as of December 5, 2006

  among Johnson Controls, Inc.,

  the Eligible Subsidiaries referred

  to therein, the Lenders party thereto

  and the Administrative Agent (the

  “Credit Agreement”)



Dear Sirs:





     Reference is made to the Credit Agreement described above. Terms not defined herein which are
defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.



     The undersigned, <NAME OF ELIGIBLE SUBSIDIARY>, a <JURISDICTION OF INCORPORATION>
corporation, hereby elects to terminate its status as an Eligible Subsidiary for purposes of the
Credit Agreement, effective as of the date hereof. The undersigned hereby represents and warrants
that all principal and interest on all Notes of the undersigned and all other amounts payable by
the undersigned pursuant to the Credit Agreement have been paid in full on or prior to the date
hereof. Notwithstanding the foregoing, this Election to Terminate shall not affect any obligation
of the undersigned under the Credit Agreement or under any Note heretofore incurred.



E-1









 





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



	 	 	 	 	 
	 	Very truly yours,



<NAME OF ELIGIBLE SUBSIDIARY>

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     The undersigned hereby confirms that the status of <NAME OF ELIGIBLE SUBSIDIARY> as an
Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the
date hereof.



	 	 	 	 	 
	 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Receipt of the above Election to Terminate is hereby acknowledged on and as of the date set
forth above.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



E-2









 








EXHIBIT F

Opinion of Counsel of the

Borrower (Borrowings by Eligible

Subsidiaries)




[Dated as provided in

Section 3.03(a) of the

Credit Agreement]




To the Lenders and the Administrative Agent

  Referred to Below

c/o JPMorgan Chase Bank, N.A.,

  as Administrative Agent

270 Park Avenue

New York, New York 10017




Dear Sirs:





     I am counsel to <NAME OF ELIGIBLE SUBSIDIARY, JURISDICTION OF INCORPORATION> (the
“Borrower”) and give this opinion pursuant to Section 3.03(a) of the Amended and Restated Credit
Agreement (the “Credit Agreement”) dated as of December 5, 2006 among Johnson Controls, Inc. (the
“Company”), the Eligible Subsidiaries referred to therein, the Lenders party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein
as therein defined.



     I have examined originals or copies, certified or otherwise identified to my satisfaction, of
such documents, corporate records, certificates of public officials and other instruments and have
conducted such other investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion.



     Upon the basis of the foregoing, I am of the opinion that:



     1. The Borrower is duly organized, validly existing and in good standing under the laws of
<JURISDICTION OF ORGANIZATION>, and is a Wholly-Owned Consolidated Subsidiary of the Company.



     2. The execution and delivery by the Borrower of its Election to Participate and its Notes and
the performance by the Borrower of the Credit Agreement and its Notes are within the Borrower’s
legal powers, have been duly authorized by all necessary legal action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of the organizational
documents of the Borrower or of any agreement, judgment,



F-1









 




injunction, order, decree or other instrument binding upon the Borrower or the Company or any
of its Consolidated Subsidiaries or result in the creation or imposition of any Lien on any asset
of the Company or any of its Consolidated Subsidiaries.




     3. The Credit Agreement constitutes a valid and binding agreement of the Borrower and its
Notes constitute valid and binding obligations of the Borrower, in each case enforceable in
accordance with its own terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights and to general principles of equity.



     4. Except as disclosed in the Borrower’s Election to Participate, there is no income, stamp or
other tax of <JURISDICTION OF INCORPORATION AND, IF DIFFERENT, PRINCIPAL PLACE OF BUSINESS>,
or any taxing authority thereof or therein, imposed by or in the nature of withholding or
otherwise, which is imposed on any payment to be made by the Borrower pursuant to the Credit
Agreement or its Notes, or is imposed on or by virtue of the execution, delivery or enforcement of
its Election to Participate or of its Notes.



Very truly yours,




F-2









 





EXHIBIT G

Assignment and Assumption Agreement




     AGREEMENT dated as of _________, 20__ between <NAME OF ASSIGNOR> (the “Assignor”) and
<NAME OF ASSIGNEE> (the “Assignee”).



     WHEREAS, this Assignment and Assumption Agreement (the “Agreement”) relates to the Amended and
Restated Credit Agreement dated as of December 5, 2006 among Johnson Controls, Inc. (the
“Company”), the Eligible Subsidiaries referred to therein, the Assignor and the other Lenders
thereto, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”) (as amended from time to time, the “Credit Agreement”);



     WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans
and participate in Letters of Credit in an aggregate Dollar Amount at any time outstanding not to
exceed $___,000,000;



     WHEREAS, Loans made to the Borrowers by the Assignor under the Credit Agreement in the
aggregate Dollar Amount of $__________ are outstanding at the date hereof;



     WHEREAS, Letters of Credit with a total Dollar Amount available for drawing thereunder of
$__________ are outstanding at the date hereof; and



     WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor
under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal
to $__________ (the “Assigned Amount”), together with a corresponding portion of its outstanding
Loans and Letter of Credit Liabilities, and the Assignee proposes to accept assignment of such
rights and assume the corresponding obligations from the Assignor on such terms;



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



     Section 1. Definitions. All capitalized terms not otherwise defined herein shall
have the respective meanings set forth in the Credit Agreement.



     Section 2. Assignment. The Assignor hereby assigns and sells to the Assignee all of
the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the
Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the
Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase



G-1









 




from the Assignor of the corresponding portion of the principal amount of the Loans made by,
and Letter of Credit Liabilities of, the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee and the Company and the payment of the
amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of
the date hereof, succeed to the rights and be obligated to perform the obligations of a Lender
under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii)
the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the
Assignor released from its obligations under the Credit Agreement to the extent such obligations
have been assumed by the Assignee. The assignment provided for herein shall be without recourse to
the Assignor and without any representations or warranties of any kind, except that the Assignor is
the legal and beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor.




     Section 3. Payments. As consideration for the assignment and sale contemplated in
Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in Federal funds the
amount heretofore agreed between them.1 It is understood that facility fees and Letter
of Credit fees accrued to the date hereof in respect of the Assigned Amount are for the account of
the Assignor and such fees accruing from and including the date hereof are for the account of the
Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under
the Credit Agreement which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party’s interest therein and shall
promptly pay the same to such other party.



     Section 4. Consent of the Company. This Agreement is conditioned upon the consent
of [the Company,] the Administrative Agent and each Issuing Lender pursuant to Section 11.06(c) of
the Credit Agreement. The execution of this Agreement by them is evidence of this consent.
Pursuant to Section 11.06(c), the Company shall execute and deliver a Note and to cause each
Eligible Subsidiary to execute and deliver a Note payable to the order of the Assignee to evidence
the assignment and assumption provided for herein.



     Section 5. Non-reliance on Assignor. The Assignor makes no representation or
warranty in connection with, and shall have no responsibility with respect to, the solvency,
financial condition, or statements of any Borrower,





 




			
	1	 	Amount should combine principal together
with accrued interest and breakage compensation, if any, to be paid by the
Assignee, net of any portion of any upfront fee to be paid by the Assignor to
the Assignee. It may be preferable in an appropriate case to specify these
amounts generically or by formula rather than as a fixed sum.




G-2









 









or the validity and enforceability of the obligations of any Borrower in respect of the Credit
Agreement or any Note. The Assignee acknowledges that it has,
independently and without reliance on the Assignor, and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement and will continue to be responsible for making its own independent appraisal of the
business, affairs and financial condition of the Borrowers.




     Section 6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.



     Section 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.



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



	 	 	 	 	 
	 	<NAME OF ASSIGNOR>

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	<NAME OF ASSIGNEE>

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



G-3









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent and as

    Issuing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A.,

    as Issuing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



G-4









 






	 	 	 	 	 



EXHIBIT H

Mandatory Costs Rate




MANDATORY COSTS RATE





	1.	 	Definitions
	 
	 	 	In this Exhibit:
	 
	 	 	“Act” means the Bank of England Act of 1998.
	 
	 	 	The terms “Eligible Liabilities” and “Special Deposits” have the meanings
ascribed to them under or pursuant to the Act or by the Bank of England (as may
be appropriate), on the day of the application of the formula.
	 
	 	 	“Fee Base” has the meaning ascribed to it for the purposes of, and shall be
calculated in accordance with, the Fees Regulations.
	 
	 	 	“Fees Regulations” means, as appropriate, either:






	 	(a)	 	the Banking Supervision (Fees) Regulations 1998; or
	 
	 	(b)	 	such regulations as from time to time may be in force,
relating to the payment of fees for banking supervision in respect of
periods subsequent to March 31, 1999.






	 	 	“FSA” means the Financial Services Authority.
	 
	 	 	Any reference to a provision of any statute, directive, order or regulation
herein is a reference to that provision as amended or re-enacted from time to
time.






	2.	 	Calculation of the Mandatory Costs Rate
	 
	 	 	The Mandatory Costs Rate is an addition to the interest rate on each
Euro-Currency Loan or any other sum on which interest is to be calculated to
compensate the Lenders for the cost attributable to each Euro-Currency Loan or
such sum resulting from the imposition from time to time under or pursuant to the
Act and/or by the Bank of England and/or the FSA (or other United Kingdom
governmental authorities or agencies) of a requirement to place non-interest
bearing or Special Deposits (whether interest bearing or not) with the Bank of
England and/or pay fees to the FSA calculated by reference to liabilities used to
fund the relevant Euro-Currency Loan or such sum.




H-1









 












	 	 	The “Mandatory Costs Rate” will be the rate determined by the Agent to be the
rate resulting from the application of the following formula:





	 	 	 

	For Sterling:
	 	 
	 
	 	 
	XL + S(L – D) + Fx0.01
 

100 – (X + S)

	 	 
	 
	 	 
	For Euro:
	 	 
	 
	 	 
	Fx0.01
 

300

	 	 







	 	 	where on the day of application of the formula:





	 	 	 

	X

	 	is the percentage of Eligible Liabilities (in excess of any stated minimum)
by reference to which JPMorgan Chase Bank (or its Applicable Lending Office) is
required under or pursuant to the Act to maintain cash ratio deposits with the Bank
of England;
	 
	 	 
	L

	 	is the rate of interest (exclusive of Euro-Currency Margin and Mandatory
Costs Rate) payable on that day on the related Euro-Currency Loan or unpaid sum
pursuant to this Agreement;
	 
	 	 
	F

	 	is the rate of charge payable by JPMorgan Chase Bank (or its Applicable
Lending Office) to the FSA pursuant to the Fees Regulations and expressed in pounds
per, 1 million of its Fee Base;
	 
	 	 
	S

	 	is the level of interest-bearing Special Deposits, expressed as a
percentage of Eligible Liabilities, which JPMorgan Chase Bank (or its Applicable
Lending Office) is required to maintain by the Bank of England (or other United
Kingdom governmental authorities or agencies); and
	 
	 	 
	D

	 	is the percentage rate per annum payable by the Bank of England to such
Reference Lender on Special Deposits.







	 	 	(X, L, S and D are to be expressed in the formula as numbers and not as
percentages. A negative result obtained from subtracting D from L shall be
counted as zero.)




H-2









 






	 	 	The Mandatory Costs Rate attributable to a Euro-Currency Loan or other sum for
any period shall be calculated at or about 11:00 A.M. (London time) on the first
day of such period for the duration of such period.
	 
	 	 	The determination of Mandatory Costs Rate by the Administrative Agent in relation
to any period shall, in the absence of manifest error, be conclusive and binding
on all parties hereto.
	 
	3.	 	Change of Requirements
	 
	 	 	If there is any change in circumstance (including the imposition of alternative
or additional requirements) which in the reasonable opinion of the Administrative
Agent renders or will render the above formula (or any element thereof, or any
defined term used therein) inappropriate or inapplicable, the Administrative
Agent shall (with the written consent of the Company which shall not be
unreasonably withheld) be entitled to vary the same. Any such variation shall,
in the absence of manifest error, be conclusive and binding on all parties and
shall apply from the date specified in such notice.





H-3









 





EXHIBIT I — Extension Agreement




EXTENSION AGREEMENT




JPMorgan Chase Bank, N.A., as Administrative Agent

  under the Amended and Restated Credit Agreement referred to below

270 Park Avenue

New York, New York 10017



Ladies and Gentlemen:




     Effective as of [date], the undersigned hereby agrees to extend its Commitment and the
Termination Date under the Amended and Restated Credit Agreement dated as of December 5, 2006 (the
“Credit Agreement”) among Johnson Controls, Inc. (the “Borrower”) and the Eligible Subsidiaries
referred to therein and the Lenders thereto and JP Morgan Chase Bank, N.A., as Administrative
Agent, for ____ days to <DATE TO WHICH THE TERMINATION DATE IS TO BE EXTENDED> pursuant to
Section 2.01(c) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as
therein defined.



     This Extension Agreement shall be construed in accordance with and governed by the law of the
State of New York. This Extension Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



	 	 	 	 	 
	 	[NAME OF BANK]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



I-1









 






	 	 	 	 	 
	 	Agreed and Accepted:





JOHNSON CONTROLS, INC.

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




I-2