Exhibit
10.1


 


CREDIT AGREEMENT


 


among


 


WEST PHARMACEUTICAL SERVICES, INC.


 


and


 


Certain of Its Subsidiaries,


 


as Borrowers,


 


The Several Lenders From Time to Time


Parties Hereto


 


and


 


PNC BANK, NATIONAL ASSOCIATION,


as Administrative Agent,


 


BANK OF AMERICA, N.A.


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


as Syndication Agents,


 


CITIZENS BANK OF PENNSYLVANIA,


as Documentation Agent


 


and


 


PNC CAPITAL MARKETS, LLC, as Lead Arranger


 


Dated as of June 4, 2010


 


$225,000,000 CREDIT FACILITY


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 1. DEFINITIONS

  	
  1

  
	
  1.1

  	
  Defined
  Terms

  	
  1

  
	
  1.2

  	
  Other
  Definitional Provisions

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 2. LOANS AND TERMS OF COMMITMENTS

  	
  28

  
	
  2.1

  	
  The
  Loans

  	
  28

  
	
  2.2

  	
  Nature
  of Lenders’ Obligations with Respect to Loans

  	
  31

  
	
  2.3

  	
  Notes

  	
  32

  
	
  2.4

  	
  Procedure
  for Revolver Loans

  	
  32

  
	
  2.5

  	
  Conversion
  and Continuation Options

  	
  34

  
	
  2.6

  	
  Utilization
  of Commitments in Optional Currencies

  	
  35

  
	
  2.7

  	
  Fees

  	
  36

  
	
  2.8

  	
  Letter
  of Credit Subfacility

  	
  37

  
	
  2.9

  	
  Interest
  Rates and Payment Dates

  	
  43

  
	
  2.10

  	
  Default
  Interest

  	
  44

  
	
  2.11

  	
  Pro
  Rata Treatment of Loans and Payments; Commitment Fees

  	
  44

  
	
  2.12

  	
  Payments

  	
  45

  
	
  2.13

  	
  LIBOR
  Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available

  	
  46

  
	
  2.14

  	
  Termination,
  Reduction and Increase of Commitments

  	
  47

  
	
  2.15

  	
  Prepayment
  of Loans

  	
  49

  
	
  2.16

  	
  Requirements
  of Law

  	
  50

  
	
  2.17

  	
  Taxes

  	
  52

  
	
  2.18

  	
  Indemnity

  	
  54

  
	
  2.19

  	
  Judgment
  Currency

  	
  55

  
	
  2.20

  	
  Borrowers’
  Representative

  	
  55

  
	
  2.21

  	
  European
  Monetary Union

  	
  56

  
	
  2.22

  	
  Foreign
  Borrower Obligations

  	
  56

  
	
  2.23

  	
  Change
  of Lending Office

  	
  57

  
	
  2.24

  	
  Substitution
  of Lenders

  	
  57

  
	
  2.25

  	
  Defaulting
  Lenders

  	
  58

  
	
   

  	
   

  	
   

  
	
  SECTION 3. REPRESENTATIONS AND WARRANTIES

  	
  60

  
	
  3.1

  	
  Financial
  Condition

  	
  60

  
	
  3.2

  	
  No
  Change

  	
  61

  
	
  3.3

  	
  Corporate
  Existence; Compliance with Law

  	
  61

  
	
  3.4

  	
  Corporate
  Power; Authorization; Enforceable Obligations

  	
  61

  
	
  3.5

  	
  No
  Legal Bar

  	
  61

  
	
  3.6

  	
  No
  Material Litigation

  	
  62

  
	
  3.7

  	
  No
  Default

  	
  62

  
	
  3.8

  	
  Taxes

  	
  62

  
	
  3.9

  	
  Federal
  Regulations

  	
  62

  



 


i

















 


	
  3.10

  	
  ERISA

  	
  62

  
	
  3.11

  	
  Investment
  Company Act

  	
  63

  
	
  3.12

  	
  [Intentionally
  Omitted]

  	
  63

  
	
  3.13

  	
  Environmental
  Matters

  	
  63

  
	
  3.14

  	
  No
  Material Misstatements

  	
  64

  
	
  3.15

  	
  Title
  to Properties

  	
  65

  
	
  3.16

  	
  Intellectual
  Property

  	
  65

  
	
  3.17

  	
  List
  of Subsidiaries

  	
  65

  
	
  3.18

  	
  Solvency

  	
  65

  
	
  3.19

  	
  Insurance

  	
  65

  
	
  3.20

  	
  Anti-Terrorism
  Laws

  	
  66

  
	
   

  	
   

  	
   

  
	
  SECTION 4. CONDITIONS PRECEDENT

  	
  66

  
	
  4.1

  	
  Conditions
  to Closing

  	
  66

  
	
  4.2

  	
  Conditions
  to Each Extension of Credit

  	
  68

  
	
   

  	
   

  	
   

  
	
  SECTION 5. AFFIRMATIVE COVENANTS

  	
  69

  
	
  5.1

  	
  Financial
  Statements

  	
  69

  
	
  5.2

  	
  Certificates;
  Other Information

  	
  70

  
	
  5.3

  	
  Payment
  of Obligations

  	
  70

  
	
  5.4

  	
  Maintenance
  of Existence

  	
  71

  
	
  5.5

  	
  Maintenance
  of Insurance; Property

  	
  71

  
	
  5.6

  	
  Inspection
  of Property; Books and Records; Discussions

  	
  71

  
	
  5.7

  	
  Notices

  	
  71

  
	
  5.8

  	
  Environmental
  Laws

  	
  72

  
	
  5.9

  	
  Notice
  and Joinder of New Subsidiaries

  	
  72

  
	
  5.10

  	
  Use
  of Proceeds

  	
  73

  
	
  5.11

  	
  Subsequent
  Credit Terms

  	
  73

  
	
  5.12

  	
  [Intentionally
  Omitted]

  	
  73

  
	
  5.13

  	
  Anti-Terrorism
  Laws

  	
  73

  
	
  5.14

  	
  Books
  and Records

  	
  73

  
	
  5.15

  	
  ERISA

  	
  73

  
	
   

  	
   

  	
   

  
	
  SECTION 6. NEGATIVE COVENANTS

  	
  74

  
	
  6.1

  	
  Financial Condition Covenants

  	
  74

  
	
  6.2

  	
  Limitation on Liens

  	
  75

  
	
  6.3

  	
  Limitations
  on Fundamental Changes

  	
  75

  
	
  6.4

  	
  Limitation
  on Sale of Assets

  	
  75

  
	
  6.5

  	
  Limitation
  on Distributions and Investments

  	
  76

  
	
  6.6

  	
  Transactions
  with Affiliates

  	
  76

  
	
  6.7

  	
  Limitation
  on Acquisitions

  	
  77

  
	
  6.8

  	
  Fiscal
  Year

  	
  77

  
	
  6.9

  	
  Limitation
  on Conduct of Business

  	
  77

  
	
  6.10

  	
  Prepayments,
  Redemptions and Repurchases of Subordinated Debt

  	
  77

  
	
  6.11

  	
  Non-Operating
  Subsidiary

  	
  77

  
	
  6.12

  	
  Note
  Purchase Agreement Guarantors

  	
  77

  



 


ii

















 


	
  SECTION 7. EVENTS OF DEFAULT

  	
  77

  
	
  7.1

  	
  Events
  of Default

  	
  77

  
	
   

  	
   

  	
   

  
	
  SECTION 8. THE ADMINISTRATIVE AGENT

  	
  81

  
	
  8.1

  	
  Appointment

  	
  81

  
	
  8.2

  	
  Delegation
  of Duties

  	
  81

  
	
  8.3

  	
  Exculpatory
  Provisions

  	
  81

  
	
  8.4

  	
  Reliance
  by Administrative Agent

  	
  81

  
	
  8.5

  	
  Notice
  of Default

  	
  82

  
	
  8.6

  	
  Non-Reliance
  on Administrative Agent and Other Lenders

  	
  82

  
	
  8.7

  	
  Indemnification

  	
  83

  
	
  8.8

  	
  Agents
  in Their Individual Capacity

  	
  83

  
	
  8.9

  	
  Successor
  Administrative Agent

  	
  83

  
	
  8.10

  	
  No
  Reliance on Administrative Agent’s Customer Identification Program

  	
  84

  
	
  8.11

  	
  USA
  Patriot Act

  	
  84

  
	
  8.12

  	
  Beneficiaries

  	
  84

  
	
  8.13

  	
  Other
  Agents

  	
  84

  
	
   

  	
   

  	
   

  
	
  SECTION 9. MISCELLANEOUS

  	
  84

  
	
  9.1

  	
  Amendments
  and Waivers

  	
  84

  
	
  9.2

  	
  Notices;
  Lending Offices

  	
  85

  
	
  9.3

  	
  No
  Waiver; Cumulative Remedies

  	
  86

  
	
  9.4

  	
  Survival
  of Representations and Warranties

  	
  86

  
	
  9.5

  	
  Payment
  of Expenses and Taxes

  	
  86

  
	
  9.6

  	
  Successors
  and Assigns

  	
  87

  
	
  9.7

  	
  Disclosure
  of Information

  	
  91

  
	
  9.8

  	
  Adjustments;
  Set-off

  	
  92

  
	
  9.9

  	
  Counterparts

  	
  93

  
	
  9.10

  	
  Severability

  	
  93

  
	
  9.11

  	
  Integration

  	
  93

  
	
  9.12

  	
  GOVERNING
  LAW

  	
  93

  
	
  9.13

  	
  Submission
  To Jurisdiction; Waivers

  	
  93

  
	
  9.14

  	
  Acknowledgments

  	
  94

  
	
  9.15

  	
  No
  Right of Contribution

  	
  94

  
	
  9.16

  	
  WAIVERS
  OF JURY TRIAL

  	
  94

  
	
  9.17

  	
  Joint and Several
  Liability of Borrowers

  	
  94

  



 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  I

  	
   

  	
  Lender
  and Commitment Information

  
	
  SCHEDULE
  II

  	
   

  	
  Existing
  Liens

  
	
  SCHEDULE
  III

  	
   

  	
  Other
  Letters of Credit

  
	
  SCHEDULE
  3.17

  	
   

  	
  Subsidiaries

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A-1

  	
   

  	
  Form of
  Revolver Note

  



 


iii

















 


	
  EXHIBIT
  A-2

  	
   

  	
  Form of
  Swing Line Note

  
	
  EXHIBIT
  B

  	
   

  	
  Form of
  Assignment and Assumption Agreement

  
	
  EXHIBIT
  C

  	
   

  	
  Form of
  Notice of Borrowing

  
	
  EXHIBIT
  D

  	
   

  	
  Form of
  Joinder and Assumption Agreement

  
	
  EXHIBIT
  E

  	
   

  	
  Form of
  Closing Legal Opinion

  
	
  EXHIBIT F

  	
   

  	
  Form of Sharing
  Agreement

  



 


iv

















 


CREDIT AGREEMENT


 


CREDIT AGREEMENT, dated as of June 4, 2010, among WEST PHARMACEUTICAL SERVICES, INC., a Pennsylvania
corporation (the “Company”), the direct and indirect subsidiaries of the
Company from time to time parties hereto (collectively, the “Borrowers”),
the several banks and other financial institutions from time to time parties
hereto (collectively, the “Lenders”) and PNC BANK,
NATIONAL ASSOCIATION, as administrative agent for the Lenders
hereunder (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


In consideration of the promises and the agreements
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:


 


SECTION 1. DEFINITIONS


 


1.1           Defined Terms.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Accumulated Funding Deficiency”:  any accumulated funding deficiency as defined
in Sections 302(a) of ERISA and 412(a) of the Code prior to the
amendment by the Pension Protection Act of 2006.


 


“Additional Lender”:  has the meaning assigned to such term in
subsection 9.6(j).


 


“Adjusted Commitment Percentage”:  with respect to any non-Defaulting Lender,
the quotient (expressed as a percentage) of such Lender’s Commitment divided by
the aggregate Commitments of all non-Defaulting Lenders.


 


“Adjusted EBITDA”: with respect to any Person
who has (or whose assets have) been acquired by the Company or any Subsidiary
thereof for any period, the historical EBITDA of such Person or attributable to
such assets for such period.


 


“Adjusted Funding Target Attainment Percentage”:  an adjusted target attainment percentage as
defined in Sections 206(g)(9) of ERISA and 436(j) of the Code.


 


“Affected Lender”:  has the meaning assigned to such term in Section 2.24.


 


“Affiliate”: 
as to any Person, any other Person which, directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person and any member, director, officer or employee
of any such Person.  For purposes of this
definition, “control” shall mean the power, directly or indirectly, either to (a) vote
10% or more of the securities having ordinary voting power for the election of
directors of such Person or (b) direct or in effect cause the direction of
the management and policies of such Person whether by contract or otherwise.


 


“Agents”: the collective reference to the
Administrative Agent, the Syndication Agents, the Documentation Agent and the
Lead Arranger.


 

















 


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


 


“Alternate Issuing Lender”: shall mean any
Lender, other than PNC Bank, National Association, which has issued a Letter of
Credit in accordance with the terms hereof (including any Lender, other than
PNC Bank, National Association, that has issued an Other Letter of Credit).


 


“Anti-Terrorism Statute”: shall mean any Law
relating to terrorism or money laundering, including Executive Order No. 13224
and the USA Patriot Act.


 


“Applicable Margin”:  on any date, the percentage per annum set
forth below in the column entitled “Applicable Margin — LIBOR Loan” or “Applicable
Margin — Base Rate Loan”, as appropriate, opposite the Senior Leverage Ratio
shown on the last Compliance Certificate delivered by the Borrowers to the
Administrative Agent pursuant to subsection 5.2(b) prior to such date:


 


	
  Level

  	
   

  	
  Senior Leverage Ratio

  	
   

  	
  Applicable

  Margin - LIBOR

  Loan

  	
   

  	
  Applicable

  Margin - Base

  Rate Loan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less
  than or equal to 1.0 to 1.0

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Greater
  than 1.0 to 1.0 but less than or equal to 1.5 to 1.0.

  	
   

  	
  2.0

  	
  %

  	
  1.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Greater
  than 1.50 to 1.0 but less than or equal to 2.0 to 1.0

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Greater
  than 2.0 but less than or equal to 2.50 to 1.0

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V

  	
   

  	
  Greater
  than 2.50 to 1.0

  	
   

  	
  2.75

  	
  %

  	
  1.75

  	
  %

  



 


; provided, however, that (i) adjustments, if
any, to the Applicable Margin resulting from a change in the Senior Leverage
Ratio shall be effective five Business Days after the Administrative Agent has
received a Compliance Certificate, provided that any increase or decrease in
the Applicable Margin relating to any outstanding Optional Currency Loan shall
become effective at the end of the Interest Period therefor, (ii) in the
event that no Compliance Certificate has been delivered for a fiscal quarter
prior to the last date on which it can be delivered without violation of
subsection 5.2(b), the Applicable Margin from such date until such Compliance
Certificate is actually delivered shall be that applicable under Level V, (iii) in
the event that the actual Senior Leverage Ratio for any fiscal quarter is
subsequently determined to be greater than that set forth in the Compliance
Certificate for such fiscal quarter, the Applicable Margin shall be
recalculated for the applicable period based upon such actual Senior Leverage
Ratio and (iv) anything in this definition to the contrary
notwithstanding, until 


 


2

















 


receipt by the Administrative Agent of the Compliance Certificate for
the fiscal quarter ending March 31, 2010, the Applicable Margin shall be
that applicable under Level II.  Any
additional interest on the Loans resulting from the operation of clause (iii) above
shall be payable by the Borrowers jointly and severally to the Lenders within
five (5) days after receipt of a written demand therefor from the
Administrative Agent.


 


“Application”:  in respect of each Letter of Credit issued by
an Issuing Lender, an application, in such form as such Issuing Lender may
specify from time to time, requesting issuance of such Letter of Credit.


 


“Assignment and Assumption”:  an assignment and assumption entered into by a
Lender and a Purchasing Lender, and accepted by the Administrative Agent, in
the form of Exhibit B attached hereto, or such other form as shall
be approved by the Administrative Agent.


 


“Base Rate”:  for any day, a fluctuating per annum rate of
interest equal to the highest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Open Rate in effect on such day plus fifty basis
points (0.50%) and (c) the Daily LIBOR Rate in effect on such day plus one
hundred basis points (1.00%).  If for any
reason the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Open Rate or the Daily LIBOR Rate for any reason, the Base Rate
shall be determined without regard to clause (b) or (c), as the case may
be, of the first sentence of this definition until the circumstances giving
rise to such inability no longer exist. 
Any change in the Base Rate due to a change in the Prime Rate, the
Federal Funds Open Rate or the Daily LIBOR Rate shall be effective on the
effective date of such change in the Prime Rate, the Federal Funds Open Rate or
the Daily LIBOR Rate,  respectively.


 


“Base Rate Loan”:  any Loan bearing interest at a rate
determined by reference to the Base Rate.


 


“Blocked Person”:  has the meaning assigned to such term in
subsection 3.20(b).


 


“Borrowers’ Representative”:  has the meaning assigned to such term in Section 2.20.


 


“Borrowing Date”:  any Business Day on which a Loan is to be
made at the request of the Borrowers under this Agreement.


 


“Business Day”:  a day other than a Saturday, Sunday or other
day on which commercial banks in Philadelphia, Pennsylvania are authorized or
required by law to close and (a) with respect to advances or payments of
Loans or any other matters relating to Loans denominated in an Optional
Currency, such day also shall be a day on which dealings in deposits in the
relevant Optional Currency are carried on in the applicable interbank market, (b) with
respect to advances or payments of Loans denominated in an Optional Currency,
such day shall also be a day on which all applicable banks into which Loan
proceeds may be deposited are open for business and foreign exchange markets
are open for business in the principal financial center of the country of such
currency, and (c) with respect to advances of LIBOR Loans made in 


 


3

















 


Dollars or any other matters
relating to LIBOR Loans made in Dollars, such day shall also be a day on which banks
are open for dealings in dollar deposits in the London interbank market.


 


“Capital Lease”:  at any time, a
lease with respect to which the lessee is required to recognize the acquisition
of an asset and the incurrence of a liability in accordance with GAAP.


 


“Capital Lease Obligations”:  at
any time, the amount of the obligations under Capital Leases which would be
shown at such time as a liability on a consolidated balance sheet of the
Company and its consolidated Subsidiaries prepared in accordance with GAAP.


 


“Capital Stock”:  any and all
shares, interests, participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent ownership interests in a
Person (other than a corporation) and any and all warrants or options to
purchase any of the foregoing.


 


“Cash Management Agreements”:  has
the meaning assigned to such term in Section 2.1(c)(vii).


 


“Change of Control”:  an event or
series of events by which (a) any “person” or “group” (as such terms are
defined in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder),
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under such Exchange Act, except that a Person shall be deemed to have “beneficial
ownership” of all shares that any such Person has the right to acquire without
condition, other than passage of time, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 30% of the total voting power of the then outstanding Voting Stock of the
Company, or (b) from and after the date hereof, individuals who on the
date hereof constitute the Board of Directors of the Company (together with any
new directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors on the
date hereof or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office.


 


“Closing Date”:  the first date on which all of the conditions
precedent set forth in Section 4.1 have been satisfied or waived by the
Lenders, which date is June 4, 2010.


 


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


 


“Commitment”: 
as to any Lender, the obligation of such Lender to make Revolver Loans,
to acquire participating interests in Letters of Credit hereunder and to
participate in Swing Line Loans, in an aggregate Dollar Equivalent amount at
any one time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule I hereto under the caption “Commitment,” as the
same may be changed from time to time in accordance with the provisions of this
Agreement and/or any applicable Assignment and Assumption.


 


“Commitment Fee”:  as
defined in Section 2.7.


 


4

















 


“Commitment Fee Rate”:
On any date, the percentage per annum set forth below in the
column entitled Commitment Fee Rate opposite the Senior Leverage Ratio shown on
the last Compliance Certificate delivered by the Borrowers to the
Administrative Agent pursuant to subsection 5.2(b) prior to such date:


 


	
  Level

  	
   

  	
  Senior Leverage Ratio

  	
   

  	
  Commitment

  Fee Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less
  than or equal to 1.0 to 1.0

  	
   

  	
  0.325

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Greater
  than 1.0 to 1.0 but less than or equal to 1.5 to 1.0.

  	
   

  	
  0.375

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Greater
  than 1.50 to 1.0 but less than or equal to 2.0 to 1.0

  	
   

  	
  0.425

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Greater
  than 2.0 but less than or equal to 2.50 to 1.0

  	
   

  	
  0.475

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V

  	
   

  	
  Greater
  than 2.50 to 1.0

  	
   

  	
  0.55

  	
  %

  



 


; provided, however, that (i) adjustments,
if any, to the Commitment Fee Rate resulting from a change in the Senior
Leverage Ratio shall be effective five Business Days after the Administrative
Agent has received a Compliance Certificate, (ii) in the event that no
Compliance Certificate has been delivered for a fiscal quarter prior to the
last date on which it can be delivered without violation of subsection 5.2(b),
the Commitment Fee Rate from such date until such Compliance Certificate is
actually delivered shall be that applicable under Level V, (iii) in the
event that the actual Senior Leverage Ratio for any fiscal quarter is
subsequently determined to be greater than that set forth in the Compliance
Certificate for such fiscal quarter, the Commitment Fee Rate shall be
recalculated for the applicable period based upon such actual Senior Leverage
Ratio and (iv) anything in this definition to the contrary
notwithstanding, until receipt by the Administrative Agent of the Compliance
Certificate for the fiscal quarter ending March 31, 2010  the Commitment Fee Rate shall be that applicable under
Level II.  Any additional Commitment Fee
that is due to the Lenders resulting from the operation of clause (iii) above
shall be payable by the Borrowers jointly and severally within five (5) days
after receipt of a written demand therefor from the Administrative Agent.


 


“Commitment Percentage”:  as to any Lender at any time, the percentage
which such Lender’s Commitment then constitutes of the Total Commitments at
such time (or at any time after the Commitments shall have expired or
terminated, the percentage which the amount of such Lender’s Total Exposure
bears to the aggregate amount of the Total Exposure of all of the Lenders at
such time).


 


“Commitment Period”:  the period from and including the date hereof
to but not including the Termination Date.


 


“Commonly Controlled Entity”:  an entity, whether or not incorporated, which
is under common control with the Company within the meaning of Section 4001
of ERISA or is


 


5
















 


part of a group which
includes the Company and which is treated as a single employer under Section 414
of the Code.


 


“Compliance Certificate”:  has the meaning assigned to such term in
subsection 5.2(b).


 


“Computation Date”:  has the meaning assigned to such term in
subsection 2.6(a).


 


“Consolidated Capitalization”:  at any date, the sum of (a) Net
Consolidated Debt and (b) shareholders’ equity for the Company and its
Subsidiaries on such date determined on a consolidated basis in accordance with
GAAP.


 


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


 


“Convertible Notes”:  those certain 4.00% Convertible Junior
Subordinated Debentures due 2047 issued pursuant to that certain First
Supplemental Indenture dated March 14, 2007 between the Company and U.S.
Bank, National Association, as Trustee.


 


“Costs”: 
has the meaning assigned to such term in subsection 2.16(d).


 


“Daily LIBOR Rate”:  for any day, the rate per annum determined by
the Administrative Agent by dividing (the resulting quotient rounded upwards,
if necessary, to the nearest 1/100th of 1%) (a) the
Published Rate by (b) a number equal to 1.00 minus the Eurocurrency Rate
Reserve Percentage.  The Published Rate
shall be adjusted as of each Business Day based on changes in the Published
Rate or the Eurocurrency Reserve Percentage without notice to the Borrowers, and
shall be applicable from the effective date of any such change.


 


“Default”: 
any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other
condition precedent therein set forth, has been satisfied.


 


“Defaulting Lender”:  any Lender, as determined by the
Administrative Agent, that has (a) failed to fund any portion of its
Revolver Loans or participations in Letters of Credit or Swing Line Loans
within three Business Days of the date required to be funded by it hereunder, (b) notified
the Borrowers, the Administrative Agent, the Issuing Lender, the Swing Line
Lender or any Lender in writing that it does not intend to comply with any of
its funding obligations under this Agreement or has made a public statement to
the effect that it does not intend to comply with its funding obligations under
this Agreement or under other agreements in which it commits to extend credit, (c) failed,
within three Business Days after request by the Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Revolver Loans or participations in then
outstanding Letters of Credit and Swing Line Loans, (d) otherwise failed
to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when
due, unless the subject of a good faith dispute, or (e) (i) become or
is insolvent or has a parent company that has become or is insolvent or (ii) become
the subject of a 


 


6

















 


bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors, or similar Person charged
with the reorganization or liquidation of its business or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment or has a
parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors, or similar Person charged with
reorganization or liquidation of its business or custodian appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in any such proceeding or appointment (it being understood
that a Defaulting Lender shall cease to be a Defaulting Lender if the
Borrowers, each Issuing Lender and the Swing Line Lender shall each agree that
such Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender).


 


“Distribution”:  in respect of any Person, (a) dividends
or other distributions on Capital Stock of such Person (except distributions in
Capital Stock of such Person); (b) the redemption or acquisition of such
Capital Stock or of warrants, rights or other options to purchase such Capital
Stock (except when solely in exchange for Capital Stock of such Person); and (c) any
payment on account of, or the setting apart of any assets for a sinking or
other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of any share of any class of Capital Stock of such Person or
any warrants or options to purchase any such Capital Stock.


 


“Documentation Agent”:  Citizens Bank of Pennsylvania, in its
capacity as Documentation Agent.


 


“Dollar Equivalent”:  with respect to any amount of any currency,
the Equivalent Amount of such currency expressed in Dollars.


 


“Dollar Equivalent Facility Usage”:  at any time the sum of (a) the Dollar
Equivalent amount of all Revolver Loans and the aggregate amount of all Swing
Line Loans then outstanding, and (b) the Letter of Credit Obligations then
outstanding.


 


“Dollars” and “$”:  dollars in lawful currency of the United
States of America.


 


“Domestic Borrower”:  any Borrower that is not a Foreign Borrower.


 


“EBIT”: shall mean, for any period,
consolidated net income (or net loss) plus the sum of (a) interest
expense, (b) income tax expense, (c) extraordinary or unusual losses
or other losses not incurred in the ordinary course of business, (d) any
non-cash charge against consolidated net income required to be recognized in
connection with the issuance of capital stock to employees (whether upon lapse
of vesting restrictions, exercise of employee options or otherwise) and (e) any
non-cash charge against consolidated net income required to be recognized in
connection with employee pension plans, in each case to the extent included in
the calculation of consolidated net income, less (f) extraordinary
or unusual gains or other gains not incurred in the ordinary course of business
included in the calculation of consolidated net income, in each case determined
for the Company and its Subsidiaries on a consolidated basis in accordance with
GAAP for such period; provided that, if at any time during such period
the 


 


7

















 


Company or any of its
Subsidiaries shall have sold or otherwise divested any material assets or stock
in any Subsidiary, the net income or loss of such Subsidiary or attributable to
such assets and any gain or loss from such sale or disposition shall also be excluded
from consolidated net income and no adjustments in respect thereof shall be
made pursuant to clauses (a) through (e) above.


 


“EBITDA”: shall mean, for any period, EBIT plus,
to the extent deducted in calculating EBIT, the sum of depreciation and amortization,
in each case determined for the Company and its Subsidiaries on a consolidated
basis in accordance with GAAP for such period; provided that, if at any
time during such period the Company or any of its Subsidiaries shall have sold
or otherwise divested any material assets or stock in any Subsidiary, the net
income or loss of such Subsidiary or attributable to such assets and any gain
or loss from such sale or disposition shall also be excluded from EBIT and no
adjustments shall be made to add back to EBIT depreciation and amortization
relating to such divested assets.  As
used in the definition of Modified EBITDA and Adjusted EBITDA, EBITDA shall
also be determined for any Person who has (or whose assets have) been acquired
by the Company or a Subsidiary thereof to the extent provided in such
definitions.


 


“Environmental Laws”:  any and all Federal, state, local, municipal
or foreign laws, rules, orders, regulations, statutes, ordinances, codes,
decrees or binding requirements of any Governmental Authority, or binding
Requirement of Law regulating, relating to or imposing liability or standards
of conduct concerning protection of the environment, as now or may at any time
hereafter be in effect.


 


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


 


“Equivalent Currency”:  has the meaning assigned to such term in the
definition of Equivalent Amount.


 


“ERISA”: 
the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any regulations issued thereunder by the Department of Labor
or PBGC.


 


“Euro”: lawful currency of the Participating
Member States.


 


“Eurocurrency Rate Reserve Percentage”: the
maximum percentage (expressed as a decimal rounded upward to the nearest 1/100
of 1%) as determined by the Administrative Agent which is in effect during any
relevant period, (a) as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the reserve
requirements 


 


8

















 


(including supplemental,
marginal and emergency reserve requirements) with respect to eurocurrency
funding (currently referred to as “Eurocurrency Liabilities”) of a
member bank in such System; and (b) to be maintained by a Lender as
required for reserve liquidity, special deposit, or a similar purpose by any
governmental or monetary authority of any country or political subdivision
thereof (including any central bank), against (i) any category of
liabilities that includes deposits by reference to which a LIBOR Rate is to be
determined, or (ii) any category of extension of credit or other assets
that includes Loans or Tranches to which a LIBOR Rate applies.


 


“Event of Default”:  any of the events specified in Section 7,
provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.


 


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


 


“Existing Credit Agreement”:  the Credit Agreement, dated as of May 17,
2004, among the Borrowers, PNC Bank, National Association, as agent, and the
banks and financial institutions from time to time parties thereto, as heretofore
amended, supplemented or otherwise modified.


 


“Exposure”: 
as to any Lender at any date, an amount equal to the sum of (a) the
aggregate Dollar Equivalent amount of all Revolver Loans made by such Lender
then outstanding, (b) such Lender’s Commitment Percentage of the Letter of
Credit Obligations then outstanding and (c) such Lender’s Commitment
Percentage of the amount of the Swing Line Loans then outstanding.


 


“Extensions of Credit”: the collective
reference to Loans made and Letters of Credit issued under this Agreement.


 


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


 


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


 


9

















 


rate), or as set forth on
such other recognized electronic source used for the purpose of displaying such
rate as selected by the Administrative Agent (an “Alternate Source”) (or
if such rate for such day does not appear on the Bloomberg Screen BTMM (or any
substitute screen) or on any Alternate Source, or if there shall at any time,
for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute
screen) or any Alternate Source, a comparable replacement rate determined by
the Administrative Agent at such time (which determination shall be conclusive
absent manifest error); provided however, that if such day is not a Business
Day, the Federal Funds Open Rate for such day shall be the “open” rate on the
immediately preceding Business Day.


 


“Fee Letter”: 
the letter, dated May 20, 2010, from the Administrative Agent to
the Company relating to the payment of certain fees and expenses in connection
with the transactions contemplated hereby, as amended, supplemented or
otherwise modified from time to time.


 


“Foreign Benefit Event”:  with respect to any Foreign Pension Plan, (a) the
existence of unfunded liabilities in excess of the amount permitted under any
applicable law, or in excess of the amount that would be permitted absent a
waiver from a Governmental Authority,  in each case
in an amount that could reasonably be expected to have a Material Adverse
Effect, (b) the failure to make the required contributions or payments,
under any applicable law, on or before the due date for such contributions or
payments to the extent that such failure could reasonably be expected to have a
Material Adverse Effect, (c) the receipt of a notice of a Governmental
Authority relating to the intention to terminate any such Foreign Pension Plan,
or alleging the insolvency of any such Foreign Pension Plan, and the reasonably
expected liability to the Company and its Subsidiaries could reasonably be
expected to have a Material Adverse Effect, (d) the incurrence of any
liability in the aggregate by the Company and its Subsidiaries under applicable
law and on account of the complete or partial termination of such Foreign
Pension Plan or the complete or partial withdrawal of any participating
employer therein which termination or liability could reasonably be expected to
have a Material Adverse Effect, or (e) the occurrence of any transaction
that is prohibited under any applicable law and that would reasonably be
expected to result in the incurrence of any liability by the Company and its
Subsidiaries or the imposition on the Company and its Subsidiaries of any fine,
excise tax or penalty resulting from any noncompliance with any applicable law,
in each case in excess of in the aggregate an amount that could reasonably be
expected to have a Material Adverse Effect.


 


“Foreign Borrower”: shall mean any Borrower
organized under the laws of any jurisdiction other than the United States of
America or one of its states, commonwealths or territories or the District of
Columbia.


 


“Foreign Pension Plan”:  any benefit plan maintained by the Company or
a Foreign Subsidiary that under applicable law is required to be funded through
a trust or other funding vehicle other than a trust or funding vehicle maintained
exclusively by a Governmental Authority.


 


“Foreign Subsidiary”: shall mean any
Subsidiary organized under the laws of any jurisdiction other than the United
States of America or one of its states, commonwealths or territories or the
District of Columbia.


 


10

















 


“GAAP”: 
at any time with respect to the determination of the character or amount
of any asset or liability or item of income or expense, or any consolidation or
other accounting computation, generally accepted accounting principles as in
effect in the United States on the date of, or at the end of the period covered
by, the financial statements from which such asset, liability, item of income,
or item of expense, is derived, or, in the case of any such computation, as in
effect on the date when such computation is required to be determined,
consistently applied.


 


“Governmental Acts”:  has the meaning assigned to such term in
subsection 2.8(j).


 


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


 


“Guaranty Obligation”:  as to any Person, any guarantee of payment or
performance by such Person of any Indebtedness or other obligation of any other
Person, or any agreement to provide financial assurance with respect to the
financial condition, or the payment of the obligations of, such other Person
(including, without limitation, purchase or repurchase agreements,
reimbursement agreements with respect to letters of credit or acceptances,
indemnity arrangements, grants of security interests to support the obligations
of another Person, keepwell agreements and take-or-pay or through-put
arrangements) which has the effect of assuring or holding harmless any third
Person against loss with respect to one or more obligations of such third
Person; provided, however, the term Guaranty Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business.  The amount of any
Guaranty Obligation of any Person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guaranty Obligation is made and (b) the maximum
amount for which such contingently liable Person may be liable pursuant to the
terms of the instrument embodying such Guaranty Obligation, unless such primary
obligation and the maximum amount for which such contingently liable Person may
be liable are not stated or determinable, in which case the amount of such
Guaranty Obligation shall be such contingently liable Person’s maximum
reasonably anticipated liability in respect thereof as determined by the Company
in good faith.  Guaranty Obligations of
any Person shall include the amount of any future “earn-out” or similar
payments to be made to any other Person in connection with a Permitted
Acquisition whether or not the same are reflected as indebtedness on the
financial statements of the contingently liable Person.


 


“Increase Date”:  has the meaning assigned to such term in Section 2.14(d).


 


“Indemnitee”: has the meaning assigned to
such term in Section 9.5.


 


“Indebtedness”:  of any Person at any date, without
duplication:


 


(a)                                  all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services (other than trade
liabilities incurred in the ordinary course of business not more than 60 days
overdue (or being contested in good faith) and payable in accordance with
customary practices), including earn-outs and similar obligations,


 


11

















 


(b)                                 any other indebtedness which is evidenced by a note, bond,
debenture or similar instrument,


 


(c)                                  all Capital Lease Obligations of such Person,


 


(d)                                 all obligations of such Person in respect of outstanding
letters of credit, acceptances and similar obligations created for the account
of such Person,


 


(e)                                  all liabilities secured by any Lien on any property owned by
such Person even though such Person has not assumed or otherwise become liable
for the payment thereof,


 


(f)                                    all redemption obligations, prior to the Termination Date,
in respect of Redeemable preferred stock of such Person,


 


(g)                                 net liabilities of such Person under interest rate cap
agreements, interest rate swap agreements, foreign currency exchange
agreements, netting agreements and other hedging agreements or arrangements
(calculated on a basis satisfactory to the Administrative Agent and in
accordance with accepted practice),


 


(h)                                 withdrawal liabilities of such Person or any Commonly
Controlled Entity under a Plan, and


 


(i)                                     all Guaranty Obligations of such Person with respect to
liabilities of a type described in any of clauses (a) through (h) of
this definition.


 


The Indebtedness of any Person shall include any
Indebtedness of any partnership in which such Person is the general partner.


 


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


 


“Insolvent”: 
pertaining to a condition of Insolvency.


 


“Intellectual Property”:  has the meaning ascribed thereto in Section 3.16.


 


“Interest Coverage Ratio”: for any period,
the ratio of (a) EBIT to (b) interest expense, in each case for the
Company and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP.


 


“Interest Payment Date”:  (a) as to any Base Rate Loan or Swing
Line Loan, the last day of each calendar quarter while such Loan is
outstanding, (b) as to any LIBOR Loan having an Interest Period of three
months or less, the last day of such Interest Period, and (c) as to any
LIBOR Loan having an Interest Period longer than three months, the day which is
(i) three months after the first day of such Interest Period and (ii) the
last day of such Interest Period, (d) as to any Revolver Loan, in addition
to the foregoing, the Termination Date and (e) as to any Swing Line Loan,
in addition to the foregoing, the earlier of the Swing Line Prepayment Date for
such Swing Line Loan and the Termination Date.


 


12

















 


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


 


(a)                                  initially the period
commencing on the borrowing or continuation date, as the case may be, with
respect to such LIBOR Loan and ending one, two, three or six months thereafter,
as selected by the Borrowers in their Notice of Borrowing given with respect
thereto, provided that the only Interest Period available for Optional Currency
Loans shall be one month; and


 


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


 


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


 


(i)                                     if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day;


 


(ii)                                  any Interest
Period that begins on the last 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 Interest Period) shall end on the last Business Day of a
calendar month; and


 


(iii)                               no Interest
Period shall extend beyond the Termination Date.


 


“Investments”:  investments (by loan or extension of credit,
purchase, advance, guaranty, capital contribution or otherwise), whether or not
made in cash, by delivery of Property or otherwise, by any of the Company or
any Subsidiary (a) in any Person, whether by acquisition of stock or other
ownership interest, indebtedness or other obligation or security, or by loan,
advance or capital contribution or (b) in any Property, or any agreement
to do any of the foregoing.


 


“ISP98”: as defined in Section 2.8(a).


 


“Issuing Lender”:  any Lender (including an Alternate Issuing
Lender) that has issued an Other Letter of Credit or may from time to time
issue a Letter of Credit in accordance with the provisions of Section 2.8
of this Agreement.


 


“Joinder and Assumption Agreement”: a Joinder
and Assumption Agreement substantially in the form of Exhibit D
hereto pursuant to which a Subsidiary shall join this Agreement and other Loan
Documents, as amended, supplemented or otherwise modified from time to time.


 


13

















 


“Law”: 
any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ,
decree or award of any Governmental Authority.


 


“Lead Arranger”:  PNC Capital Markets LLC, in its capacity as
Lead Arranger.


 


“Lending Office”:  the lending office(s) of the Lenders set
forth on Schedule I hereto or notice of which has been given to the
Administrative Agent in accordance with the provisions of this Agreement.


 


“Letter of Credit Coverage Requirement”:  with respect to each Letter of Credit at any
time, 102% of the maximum amount available to be drawn thereunder at such time
(determined without regard to whether any conditions to drawing could be met at
such time).


 


“Letter of Credit Fee”:  has the meaning assigned to that term in
subsection 2.8(b).


 


“Letter of Credit Fee Rate”: on any date, the
percentage per annum set forth below opposite the Senior Leverage Ratio shown
on the last Compliance Certificate delivered by the Borrowers to the
Administrative Agent pursuant to subsection 5.2(b) prior to such date:


 


	
  Level

  	
   

  	
  Senior Leverage Ratio

  	
   

  	
  Letter of Credit Fee

  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less
  than or equal to 1.0 to 1.0

  	
   

  	
  1.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Greater
  than 1.0 to 1.0 but less than or equal to 1.5 to 1.0.

  	
   

  	
  2.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Greater
  than 1.50 to 1.0 but less than or equal to 2.0 to 1.0

  	
   

  	
  2.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Greater
  than 2.0 but less than or equal to 2.50 to 1.0

  	
   

  	
  2.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V

  	
   

  	
  Greater
  than 2.50 to 1.0

  	
   

  	
  2.75

  	
  %

  



 


; provided, however, that (i) adjustments, if
any, to the Letter of Credit Fee Rate resulting from a change in the Senior
Leverage Ratio shall be effective five Business Days after the Administrative
Agent has received a Compliance Certificate, (ii) in the event that no
Compliance Certificate has been delivered for a fiscal quarter prior to the
last date on which it can be delivered without violation of subsection 5.2(b),
the Letter of Credit Fee Rate from such date until such Compliance Certificate
is actually delivered shall be that applicable under Level V, (iii) in the
event that the actual Senior Leverage Ratio for any fiscal quarter is
subsequently determined to be greater than that set forth in the Compliance
Certificate for such fiscal quarter, the Letter of Credit Fee Rate shall be
recalculated for the applicable period based upon such actual Senior Leverage
Ratio and (iv) anything in this definition to the contrary
notwithstanding, until receipt by the Administrative Agent of the Compliance
Certificate for the fiscal quarter 


 


14

















 


ending March 31, 2010, the Letter of Credit Fee Rate shall be that
applicable under Level II.  Any
additional fees on the Letters of Credit resulting from the operation of clause
(iii) above shall be payable by the Borrowers jointly and severally to the
Lenders within five (5) days after receipt of a written demand therefor
from the Administrative Agent.


 


“Letter of Credit Obligations”:  at any time, an amount equal to the sum of
the Dollar Equivalent amount of (a) 100% of the maximum amount available
to be drawn under all Letters of Credit outstanding at such time (determined
without regard to whether any conditions to drawing could be met at such time)
and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to subsection 2.8(d)(i).


 


“Letter of Credit Participant”:  in
respect of each Letter of Credit, each Lender (other than the Issuing Lender of
such Letter of Credit) in its capacity as the holder of a participating
interest in such Letter of Credit.


 


“Letters of Credit”:  collectively, the Other Letters of Credit and
any letter(s) of credit issued by an Issuing Lender under Section 2.8,
as amended, supplemented, or otherwise modified from time to time.


 


“LIBOR Loan”: 
any Loan (other than a Swing Line Loan) bearing interest at a rate
determined by reference to the LIBOR Rate.


 


“LIBOR Rate”:


 


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


 


15
















 


	
   

  	
   

  	
  Average
  London interbank offered rate

  
	
   

  	
   

  	
  quoted
  by Bloomberg

  
	
  LIBOR
  Rate =

  	
   

  	
  or
  appropriate successor as shown

  
	
   

  	
   

  	
  on
  Bloomberg Page BBAM1

  
	
   

  	
   

  	
  1.00
  - Eurocurrency Rate Reserve Percentage

  



 


The LIBOR Rate shall be adjusted with respect to any
LIBOR Loan in Dollars outstanding on the effective date of any change in the
Eurocurrency Rate Reserve Percentage as of such effective date.  The Administrative Agent shall give prompt
notice to the Borrowers of the LIBOR Rate as determined or adjusted in
accordance herewith, which determination shall be conclusive absent manifest
error.


 


(b)                                 with respect to Loans in an
Optional Currency comprising any Tranche to which the LIBOR Rate applies for
any Interest Period, the interest rate per annum determined by Administrative
Agent by dividing (the resulting quotient rounded upward to the nearest 1/100th
of 1% per annum) (i) the rate of interest which appears on the relevant
Bloomberg Page (or, if no such quotation is available on such Bloomberg
Page, on the appropriate such other substitute Bloomberg page that
displays rates at which the relevant Optional Currency deposits are offered by
leading banks in the London interbank deposit market) or the rate which is
quoted by another source selected by the Administrative Agent which has been
approved by the British Bankers’ Association as an authorized information
vendor for the purpose of displaying such rates at which such Optional Currency
deposits are offered by leading banks in the London interbank deposit market,
at approximately 9:00 a.m., Pittsburgh time, two (2) Business Days
prior to the first day of such Interest Period for delivery on the first day of
such Interest Period for a period, and in an amount, comparable to such
Interest Period and principal amount of such Tranche (“Optional Currency Euro
Rate”) by (ii) a number equal to 1.00 minus the Eurocurrency Rate Reserve
Percentage.  Such LIBOR Rate may also be
expressed by the following formula:


 


	
  LIBOR
  Rate   =

  	
   

  	
  Optional Currency Euro Rate

  	
   

  
	
   

  	
   

  	
  1 - Eurocurrency Rate Reserve Percentage

  	
   

  



 


The LIBOR Rate shall be adjusted with respect to any
LIBOR Loan in an Optional Currency outstanding on the effective date of any
change in the Eurocurrency Rate Reserve Percentage as of such effective
date.  The Administrative Agent shall give
prompt notice to the Borrowers of the LIBOR Rate as determined or adjusted in
accordance herewith, which determination shall be conclusive absent manifest
error.  The LIBOR Rate for any Loans in
an Optional Currency shall be based upon the LIBOR Rate for the currency in
which such Loans are requested.


 


“Lien”: 
any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or
any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation,
any conditional sale or other title retention agreement and any Capital Lease
having substantially the same economic effect as any of the foregoing).


 


“Loan Documents”:  this Agreement, the Notes, the Joinder and
Assumption Agreements, the Sharing Agreement and the Applications, as the same
may be supplemented or amended from time to time in accordance herewith or
therewith, and “Loan Document” shall mean any of the Loan Documents.


 


16

















 


“Loans”: 
the collective reference to the Revolver Loans and the Swing Line Loans.


 


“Material Adverse Effect”:  a material adverse effect on (a) the
business, operations, property or condition (financial or otherwise) of the
Company and its Subsidiaries taken as a whole, (b) the ability of the
Company and the other Borrowers to perform their obligations under this
Agreement, the Notes or any other Loan Document or (c) the validity or
enforceability of this Agreement, the Notes or any of the other Loan Documents
or the rights or remedies of the Administrative Agent or the Lenders hereunder
or thereunder.


 


“Materials of Environmental Concern”:  any gasoline or petroleum (including crude
oil or any fraction thereof) or petroleum products or any hazardous or toxic
substances, materials or wastes, defined or regulated as such in or under any
Environmental Law, including, without limitation, asbestos, polychlorinated
biphynels, and ureaformaldehyde insulation.


 


Modified EBITDA”:  for any period of four consecutive fiscal
quarters (each a “Reference Period”), EBITDA for such Reference Period; provided
that, if at any time during such Reference Period, the Company or any of
its Subsidiaries shall have acquired the stock or material assets of any
Person, then (a) to the extent that the Adjusted EBITDA of such acquired
Person or attributable to such acquired assets shall be ten percent (10%) or
less of Modified EBITDA for the most recent Reference Period ending on or prior
to the date of such acquisition for which financial statements have theretofore
been delivered to the Lenders pursuant to Section 5.1, Modified EBITDA
shall include such Adjusted EBITDA as if the acquisition occurred on the first
day of such Reference Period, so long as a Responsible Officer shall furnish to
each Lender a certificate showing in reasonable detail by fiscal quarter the
calculation of such Adjusted EBITDA and (b) to the extent that the
Adjusted EBITDA of such acquired Person or attributable to such acquired assets
shall be more than ten percent (10%) of Modified EBITDA for the most recent
Reference Period ending on or prior to the date of such acquisition for which
financial statements have theretofore been delivered to the Lenders pursuant to
Section 5.1, Modified EBITDA shall include such Adjusted EBITDA as if the
acquisition occurred on the first day of such Reference Period, so long as (i) the
Lenders shall have received financial statements of such acquired Person (or
relating to such acquired assets) audited by an independent nationally
recognized accounting firm for the prior two (2) most recently ended
fiscal years for which financial statements are available prepared on a GAAP
basis (or other basis acceptable to the Administrative Agent) or an independent
third-party due diligence report for such acquired Person (or relating to such
acquired assets) in form and substance acceptable to the Administrative Agent
and (ii) a Responsible Officer shall furnish to each Lender a certificate
showing in reasonable detail by each fiscal quarter the calculation of such
Adjusted EBITDA.


 


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


 


“Net Consolidated Debt”:  at any date, the difference between (a) without
duplication, the aggregate of all Indebtedness of the Company and its
Subsidiaries determined on a consolidated basis (including the current portion
thereof and the undrawn stated amount of any letters of credit then
outstanding), other than (but only to the extent that the following would not
be included on a consolidated balance sheet of the Company and its Subsidiaries
at such date): (i) 


 


17

















 


earn-outs or similar obligations,
(ii) Indebtedness described in clauses (g) and (h) of the
definition of “Indebtedness”, and (iii) Guaranty Obligations in respect of
the Indebtedness described in clauses (i) and (ii) above and (b) the
aggregate amount of cash and cash equivalents held by the Company and its
Subsidiaries on such date determined on a consolidated basis in accordance with
GAAP.


 


“New Lender Joinder”:  has the meaning assigned to such term in
subsection 2.14(d)


 


“New Material Domestic Subsidiary”:  as defined in Section 5.9.


 


“New Provisions”:  has the meaning assigned to such term in Section 5.11.


 


“Note Purchase Agreements”:  collectively, (a) that certain Note
Purchase Agreement dated as of July 28, 2005 (as it may be amended,
modified, supplemented or restated from time to time) pursuant to which Company
issued its Floating Rate Series A Senior Notes due July 28, 2012, in
the aggregate principal amount of $50,000,000 and its Floating Rate Series B
Senior Notes due July 28, 2015, in the aggregate principal amount of
$25,000,000, and (b) that certain Note Purchase Agreement, dated as of February 27,
2006 (as it may be amended, modified, supplemented or restated from time to
time), pursuant to which the Company issued its 4.215% Series A Senior
Notes due February 27, 2013, in the aggregate principal amount of
€20,374,898.13 and its 4.38% Series B Senior Notes due February 27,
2016, in the aggregate principal amount of €61,124,694.38.


 


“Notes”: 
means the Revolver Notes and the Swing Line Note.


 


“Notice of Borrowing”:  with respect to a Loan of any Type, a notice
from the Borrowers in respect of such Loan, containing the information in
respect of such Loan and delivered to the Administrative Agent, in the manner
and by the time specified pursuant to the terms hereof.  A form of the Notice of Borrowing for Loans
is attached hereto as Exhibit C.


 


“Obligations”:  collectively, (a) all Reimbursement
Obligations and all unpaid principal of and accrued and unpaid interest on
(including, without limitation, any interest accruing subsequent to the
commencement of a bankruptcy, insolvency or similar proceeding with respect to
any Borrower, whether or not such interest constitutes an allowed claim in such
proceeding) the Loans, (b) all accrued and unpaid fees arising or incurred
under this Agreement or any other Loan Document, (c) any other amounts due
hereunder or under any of the other Loan Documents, including all
reimbursements, indemnities, fees, costs, expenses, prepayment premiums,
break-funding costs and other obligations of any Borrower to the Administrative
Agent, any Lender or any indemnified party hereunder or thereunder, (d) any
obligations owed by any Borrower to any Lender or to any Affiliate of any
Lender pursuant to a interest rate cap agreement, interest rate swap agreement,
foreign currency exchange agreement, netting agreement or other hedging
agreement or arrangement, and (e) all out-of-pocket costs and expenses
incurred by the Administrative Agent and the Lenders in connection with this
Agreement and the other Loan Documents, including but not limited to the
reasonable fees and expenses of the Administrative Agent’s counsel and each
Lender’s counsel, which the Borrowers are responsible to pay pursuant to the
terms of this Agreement and/or the other Loan Documents.


 


18

















 


“Offered Amount”: has the meaning assigned to
such term in subsection 2.14(d)


 


“Optional Currency”:  each of the following currencies: British
Pounds Sterling, Euros, Japanese Yen, Danish Krone, Singapore Dollars and any
other currency approved by Administrative Agent pursuant to
subsection 2.6(d).


 


“Original Currency”:  has the meaning assigned to such term in Section 2.19.


 


“Other Agents”:  the collective to the Agents other than the
Administrative Agent.


 


“Other Currency”:  has the meaning assigned to such term in Section 2.19.


 


“Other Letters of Credit”: the collective
reference to the letters of credit described on Schedule III hereto, as each
such letter of credit may be amended, supplemented or otherwise modified from
time to time.


 


“Other Taxes”:  has the meaning assigned to such term in
subsection 2.17(b).


 


“Participant”:  has the meaning assigned to such term in
subsection 9.6(f).


 


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


 


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


 


“Permitted Acquisition”:  an acquisition by a Borrower of the stock or
assets of a Person in a similar or related line of business to such Borrower, provided
that: (a) at the time that any definitive agreement is entered into in
respect of such acquisition, no Default or Event of Default shall exist or
would exist if such acquisition were consummated on such date,  (b) at the time of and after giving
effect to such acquisition, the Total Leverage Ratio on a pro forma
basis shall be less than or equal to 3.25 to 1.00, and (c) with respect to
any acquisition in which the aggregate consideration paid by the Borrowers and
their Subsidiaries (including payments under non-compete arrangements and
assumption of debt) exceeds $40,000,000,  no less than
five (5) days prior to consummating any such acquisition, the Borrowers
shall deliver to the Administrative Agent a certificate of a Responsible
Officer certifying to the Administrative Agent and the Lenders that no Default
or Event of Default exists or would exist if such acquisition were consummated
on such date and demonstrating compliance with clause (b) above.  In determining whether the Total Leverage
Ratio on a pro forma basis shall be less than or equal to 3.25 to
1.00  after giving effect to a proposed
acquisition (I) Total Debt shall be Total Debt on the date of and after
giving effect to such acquisition and any Indebtedness incurred to finance such
acquisition, and (II) Modified EBITDA shall be for the four consecutive
fiscal quarters ending on the last day of the immediately preceding fiscal
quarter for which the Lenders have received financial statements under
subsection 5.1(a) or (b) and the historical EBITDA (on a GAAP basis)
of the Person who is being acquired, or attributable to the assets being
acquired, shall be considered to the extent, if any, provided in the definition
of Modified EBITDA.


 


19

















 


“Permitted Liens”:  (a)  any Liens for current
taxes, assessments and other governmental charges not yet due and payable or
being contested in good faith by the Company or any Subsidiary by appropriate
proceedings and for which adequate reserves have been established by the
Company and its Subsidiaries on a consolidated basis as reflected in its
financial statements;


 


(b)                                 any mechanic’s,
landlord’s, materialman’s, carrier’s, warehousemen’s or similar Liens for sums
not yet due or being contested in good faith by the Company or any Subsidiary
by appropriate proceedings and for which adequate reserves have been
established by the Company and its Subsidiaries on a consolidated basis as
reflected in its financial statements;


 


(c)                                  easements,
rights-of-way, restrictions and other similar encumbrances on the real property
or fixtures of the Company or any Subsidiary incurred in the ordinary course of
business which individually or in the aggregate are not substantial in amount
and which do not in any case materially detract from the value of the property
subject thereto or interfere with the ordinary conduct of the business of the
Company or any Subsidiary;


 


(d)                                 Liens (other
than Liens imposed on any property of the Borrowers or any Commonly Controlled
Entity pursuant to ERISA or Section 412 of the Code) incurred or deposits
made in the ordinary course of business, including Liens in connection with
workers’ compensation, unemployment insurance and other types of social
security and Liens to secure performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases that are not Capital Leases, performance
bonds, sales contracts and other similar obligations, in each case, not
incurred in connection with the obtaining of credit or the payment of a
deferred purchase price, and which do not, in the aggregate, result in a
Material Adverse Effect;


 


(e)                                  Liens on
tangible property (or any improvement thereon) acquired or constructed by the
Company or any Subsidiary after the Closing Date to secure Indebtedness of the
Company or such Subsidiary incurred in connection with such acquisition or
construction; provided that:


 


(i)                                     no such Lien
shall extend to or cover any property other than the property (or improvement
thereon) being acquired or constructed;


 


(ii)                                  the principal
amount of the Indebtedness secured by any such Lien, together with the aggregate
principal amount of all other Indebtedness secured by Liens on such property,
shall not exceed the lesser of (A) an amount equal to the fair market
value (as determined in good faith by the Board of Directors of the Company) of
such property so acquired or constructed and (B) the cost to the Company
or such Subsidiary of such property (or improvement thereon) so acquired or
constructed; and


 


(iii)                               such Lien shall
be created concurrently with or within 120 days after such acquisition or the
substantial completion of such construction;


 


(f)                                    Liens existing
on real property or equipment of a Subsidiary which Lien existed at the time of
the acquisition of such Subsidiary and, for a period of ninety (90) days 


 


20

















 


from the date of acquisition
of such Subsidiary, Liens upon any other personal property of such Subsidiary;


 


(g)                                 Liens existing
upon the date hereof as set forth in Schedule II hereto;


 


(h)                                 judgment and
other similar Liens arising in connection with court proceedings, in existence
less than thirty (30) days after entry thereof or with respect to which
execution has been stayed or the payment of which is covered in full (subject
to a customary deductible) by insurance maintained with responsible insurance companies
and the claims secured thereby are being actively contested in good faith and
by appropriate legal proceedings;


 


(i)                                     Liens in favor
of any governmental agency or authority for the purpose of financing, through
industrial revenue bonds or notes, the construction, acquisition or purchase of
facilities, or machinery, equipment or other assets, or of any air, water or
solid waste pollution control facilities to be used in connection with any such
property;


 


(j)                                     other Liens
incidental to the conduct of the Borrowers’ or their Subsidiaries’ businesses
conducted in the ordinary course (including without limitation, Liens on goods
securing trade letters of credit issued in respect of importation of goods in
the ordinary course of business) or the ownership of any Borrower’s or its
Subsidiaries’ property and assets which were not incurred in connection with
the borrowing of money or the obtaining of advances or credit and which do not
in the aggregate materially detract from the value of such Borrower’s or such
Subsidiary’s property or assets or materially impair the use thereof in its
business;


 


(k)                                  Liens in favor
of the Company or another Borrower on the assets of any of its Subsidiaries;


 


(l)                                     Liens on assets
of Foreign Subsidiaries securing Indebtedness in an aggregate principal amount
not to exceed at any time $15,000,000;


 


(m)                               bankers’ Liens,
rights of setoff and other similar Liens existing solely with respect to cash
and cash equivalents on deposits in one or more accounts maintained by the
Company or any Subsidiary arising in the ordinary course of business from
netting services, overdraft protection, cash management obligations and
otherwise in connection with the maintenance of deposit, securities and
commodities accounts; and


 


(n)                                 Liens on the
assets of any Securitization Subsidiary securing Indebtedness incurred under a
Permitted Securitization Facility.


 


“Permitted Securitization Facility”:  means any program, the aggregate principal
amount of which does not exceed $100,000,000 providing for (a) the sale,
contribution and/or transfer to a Securitization Subsidiary, in one or more
related and substantially concurrent transactions, of accounts receivable and
related rights of the Borrowers or any Subsidiary thereof in transactions
intended to constitute (and, unless otherwise agreed by the Administrative
Agent, opined by outside legal counsel reasonably satisfactory to the Administrative
Agent in connection therewith to constitute) true sales or true contributions
to such Securitization 


 


21

















 


Subsidiary and (b) the
provision of financing secured by the assets so sold, whether in the form of
secured loans or the acquisition of undivided interests in such assets.


 


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


 


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


 


“Preferred Stock”: means, in respect of any
corporation, shares of Capital Stock of such corporation that are entitled to
preference or priority over any other shares of the Capital Stock of such
corporation in respect of payment of dividends or distribution of assets upon
liquidation.


 


“Prime Rate”: 
the rate of interest per annum publicly announced from time to time by
PNC Bank, National Association as its prime rate in effect at its Principal
Office, which rate may not be the lowest rate then being charged to commercial
borrowers by PNC Bank, National Association; each change in the Prime Rate
shall be effective on the date such change is publicly announced as effective.


 


“Principal Office”:  the main banking office of the Administrative
Agent in Philadelphia, Pennsylvania; provided  that, when used in
connection with an Issuing Lender, Principal Office shall mean the office
designated by such Issuing Lender for such purpose, which in the case of PNC
Bank, National Association, shall be its main office in Philadelphia,
Pennsylvania unless otherwise designated.


 


“Priority Debt”:  at any time, without duplication (a) all
Indebtedness and Preferred Stock of Subsidiaries (other than (i) Indebtedness
of any Subsidiary owed to, or Preferred Stock of any Subsidiary held by, the
Company, or any Wholly-Owned Subsidiary, and (ii) Indebtedness of any
Subsidiary which is a Domestic Borrower so long as the holder of such
Indebtedness is a party to the Sharing Agreement with respect to such
Indebtedness), plus (b) all Indebtedness of a Subsidiary secured by
a Lien permitted under clause (g) of the definition of Permitted Lien plus
(c) all other “Priority Debt” (as defined in any Note Purchase Agreement).


 


“Properties”: 
the collective reference to the facilities and properties owned, leased
or operated by the Company or any of its Subsidiaries.


 


“Proposed New Lender”: has the meaning
assigned to such term in subsection 2.14(d).


 


“Published Rate”: the rate of interest
published each Business Day in The Wall Street Journal “Money Rates” listing
under the caption “London Interbank Offered Rates” for a one-month period (or,
if no such rate is published therein for any reason, then the Published Rate
shall be the eurodollar rate for a one-month period as published in another
publication determined by the Administrative Agent).


 


22

















 


“Purchasing Lender”:  has the meaning assigned to such term in
subsection 9.6(b).


 


“Redeemable”: 
with respect to the preferred stock of any Person, each share of such
Person’s preferred stock that is: (a) redeemable, payable or required to
be purchased or otherwise retired or extinguished or convertible into debt of
such Person (i) at a fixed or determinable date, whether by operation of
sinking fund or otherwise, (ii) at the option of any Person other than
such Person, or (iii) upon the occurrence of a condition not solely within
the control of such Person; or (b) convertible into other Redeemable
preferred stock of such Person.


 


“Reference Currency”:  has the meaning assigned to such term in the
definition of Equivalent Amount.


 


“Regulations T, U and X”:  Regulations T, U and X promulgated by the
Board of Governors of the Federal Reserve System (12 C.F.R. part 220 et seq.,
12 C.F.R. Part 221 et seq. and 12 C.F.R. Part 224 et seq.,
respectively), as such regulations are now in effect and as may hereafter be
amended.


 


“Reimbursement Obligation”:  in
respect of each Letter of Credit, the obligation of the Borrowers to reimburse
the applicable Issuing Lender for all drawings made thereunder in accordance
with subsection 2.8(d)(i) and the Application related to such Letter of
Credit for amounts drawn under such Letter of Credit.


 


“Reorganization”:  with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.


 


“Reportable Event”:  any of the events set forth in Section 4043(c)(1),
(2), (4), (5), (6), (10) and (13) of ERISA.


 


“Requested Increase”: has the meaning
assigned to such term in subsection 2.14(d).


 


“Required Lenders”: at any time, those
non-Defaulting Lenders holding (a) at least 51% of the Commitments of all
such non-Defaulting Lenders or (b) in the event the Commitments shall have
expired or been terminated, at least 51% of the Total Exposure of such
non-Defaulting Lenders; provided that at any time that there are only two
Lenders both of which are non-Defaulting Lenders, Required Lenders shall mean
both such Lenders.


 


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


 


“Responsible Officer”:  with respect to any Borrower, the chief
executive officer, president, treasurer, controller or chief financial officer
of such Borrower.  Unless otherwise
qualified, all references to a “Responsible Officer” in this Agreement shall
refer to a Responsible Officer of the Company.


 


23

















 


“Revolver Loans”:   has the meaning assigned to such term in
subsection 2.1(a).


 


“Revolver Notes”:  has the meaning assigned to such term in Section 2.3,
as the same may be amended, supplemented or otherwise modified from time to
time.


 


“Securitization Subsidiary”: a special
purpose, bankruptcy remote, Wholly-Owned Subsidiary formed in connection with a
Permitted Securitization Facility.


 


“Senior Debt”: on any date, Total Debt on
such date less Subordinated Debt on such date.


 


“Senior Leverage Ratio”:  on any date, the ratio of (a) Senior
Debt on such date, to (b) Modified EBITDA for the period of four (4) consecutive
fiscal quarters ending on such date.


 


Sharing Agreement”:  the Sharing Agreement, dated as of June 4,
2010, among the Lenders, the Administrative Agent and the holders of certain
notes of the Company, substantially in the form of Exhibit F hereto as the
same may be amended, supplemented or otherwise modified from time to time.


 


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


 


“Subordinated Debt”:  on any date (a) the Convertible Notes and
(b) all other Indebtedness of the Company and its Subsidiaries at such
date which is subordinated to the Obligations in a manner satisfactory to the
Administrative Agent, including that (i) no portion of the principal of
such Indebtedness shall be payable prior to three hundred sixty (360) days
after the Termination Date, (ii) such Indebtedness shall be unsecured and (iii) the
financial and other covenants for such Indebtedness are no more restrictive
than those contained in this Agreement.


 


“Subsidiary”: 
as to any Person, a corporation, partnership or other entity of which
shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only be
reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by such
Person.  Unless otherwise qualified, all
references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Company.


 


“Swing Line Commitment”: the obligation of
the Swing Line Lender to make Swing Line Loans in an aggregate amount at any
one time outstanding not to exceed the amount set forth opposite the Swing Line
Lender’s name on Schedule I hereto under the caption “Swing Line Commitment”,
as the same may be changed from time to time in accordance with the provisions
of this Agreement and/or any applicable Assignment and Assumption.


 


“Swing Line Lender”:  PNC Bank, National Association, and any
successor thereto, or any other Lender to which the Swing Line Commitment is
assigned pursuant to Section 9.6.


 


24

















 


“Swing Line Loan”: has the meaning assigned
to such term in subsection 2.1(c)(i).


 


“Swing Line Note”: has the meaning assigned
to such term in subsection 2.1(c)(iii).


 


“Swing Line Prepayment Date”: has the meaning
assigned to such term in subsection 2.1(c)(iv).


 


“Syndication Agents”:  Bank of America, N.A. and Wells Fargo Bank,
National Association, in their capacities as Syndication Agents.


 


“Taxes”: 
has the meaning assigned to such term in Section 2.17.


 


“Termination Date”:  the earlier of (a) June 3, 2014 and
(b) the date the Commitments are terminated as provided herein.


 


“Total Commitments”:  at any time, the aggregate amount of the
Commitments of all of the Lenders at such time.


 


“Total Debt”: 
at any date, the aggregate of all Indebtedness of the Company and its
Subsidiaries at such date determined on a consolidated basis (including the
current portion thereof and the undrawn stated amount of any letters of credit
then outstanding), other than (but only to the extent that the following would
not be included on a consolidated balance sheet of the Company and its
Subsidiaries at such date): (a) earn-outs or similar obligations, (b) Indebtedness
described in clauses (g) and (h) of the definition of “Indebtedness”,
and (c) Guaranty Obligations in respect of the Indebtedness described in
clauses (a) and (b) above.


 


“Total Exposure”: at any time, the aggregate
amount of the Lenders’ Exposure at such time.


 


“Total Leverage Ratio”:  on any date, the ratio of (a) Total Debt
on such date, to (b) Modified EBITDA for the period of four (4) consecutive
fiscal quarters ending on such date.


 


“Tranche”: 
specified portions of Loans outstanding as follows:  (a) any Revolver Loans to which a LIBOR
Rate applies which become subject to the same LIBOR Rate under the same Notice
of Borrowing and which have the same Interest Period, which are denominated
either in Dollars or in the same Optional Currency shall constitute one
Tranche, and (b) all Revolver Loans to which the Base Rate applies shall
constitute one Tranche.


 


“Type”: 
when used in respect of any Loan, shall refer to the Rate by reference
to which interest on such Loan is determined. 
For purposes hereof, “Rate” shall include the LIBOR Rate and the Base
Rate.


 


“Unpaid Minimum Required Contribution”: any
unpaid minimum required contribution as defined in Section 4971(c)(4) of
the Code.


 


25
















 


“Unused Commitment”:  as to any Lender at any particular time, an
amount equal to the excess, if any, of the Commitment of such Lender at such
time over the Total Exposure of such Lender at such time; provided, that,
for purposes of calculating the Commitment Fee pursuant to Section 2.7(a)(ii) payable
by the Borrowers (a) with respect to all Lenders other than the Swing Line
Lender, the aggregate principal amount of the Swing Line Loans outstanding at
such time shall be considered zero and (b) with respect to the Swing Line
Lender, the Total Exposure of such Lender shall include all of the Swing Line
Loans outstanding at such time as opposed to its Commitment Percentage of such
amount.


 


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


 


“Voting Stock”: Capital Stock of any class or
classes of a Person the holders of which are ordinarily, in the absence of
contingencies, entitled to elect a majority of the directors (or Persons
performing similar functions).


 


“Withdrawal Liability”: “withdrawal liability”,
as defined in Section 4201 of ERISA.


 


“Wholly-Owned Subsidiary”:  at any time, any Subsidiary, one hundred
percent (100%) of all of the equity securities (except directors’ qualifying
shares) and Voting Stock of which are owned by any one or more of the Company
and its other Wholly-Owned Subsidiaries at such time.


 


1.2                                 Other
Definitional Provisions.


 


(a)                                  Unless otherwise specified therein, all terms defined in
this Agreement shall have the defined meanings when used in the Notes, the
other Loan Documents or any certificate or other document made or delivered
pursuant hereto or thereto.


 


(b)                                 As used herein and in the Notes and the other Loan
Documents, and in any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms relating to the Company and its
Subsidiaries not defined in Section 1.1 and accounting terms partly
defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP. Except as otherwise provided in
this Agreement, all computations and determinations as to accounting or financial
matters and all financial statements to be delivered pursuant to this Agreement
shall be made and prepared in accordance with GAAP (including principals of
consolidation where appropriate). 
Notwithstanding the foregoing, if the Borrowers’ Representative notifies
the Administrative Agent in writing that the Borrowers wish to amend any
covenant in Section 6.1 of this Agreement, any related definition and/or
the definition of the term Senior Leverage Ratio for purposes of interest and
commitment fee determinations to eliminate the effect of any change in GAAP
occurring after the Closing Date on the operation of such covenant and/or
interest or commitment fee determinations (or if the Administrative Agent
notifies the Borrowers’ Representative in writing that the Required Lenders
wish to amend Section 6.1, any related definition and/or the definition of
the term Senior Leverage Ratio for purposes of interest and commitment fee
determinations to eliminate 


 


26

















 


the
effect of any such change in GAAP), then the Borrowers’ compliance with such
covenant and/or the definition of the term Senior Leverage Ratio for purposes
of interest and commitment fee determinations shall be determined on the basis
of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant or definition
is amended in a manner satisfactory to the Borrowers and the Required Lenders,
and the Company shall provide to the Administrative Agent, when it delivers its
financial statements pursuant to Section 5.1(a) and (b) of this
Agreement, such reconciliation statements as shall be reasonably requested by
the Administrative Agent.


 


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


 


(d)                                 Unless the context of this Agreement otherwise clearly
requires, the following rules of construction shall apply to this
Agreement and each of the other Loan Documents:


 


(i)                                     References to
the plural include the singular, the plural, the part and the whole; “or” has
the inclusive meaning represented by the phrase “and/or,” and the words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.


 


(ii)                                  The section and
other headings contained in this Agreement or such other Loan Document and the
Table of Contents (if any), preceding this Agreement or such other Loan
Document are for reference purposes only and shall not control or affect the
construction of this Agreement or such other Loan Document or the
interpretation thereof in any respect.


 


(iii)                               Reference to
any Person includes such Person’s successors and assigns.


 


(iv)                              Reference to
any agreement (including this Agreement and any other Loan Document together
with the schedules and exhibits hereto or thereto), document or instrument
means such agreement, document or instrument as amended, modified, replaced,
substituted for, superseded or restated.


 


(v)                                 Relative to the
determination of any period of time, “from” means “from and including,” “to”
means “to but excluding,” and “through” means “through and including”.


 


(vi)                              Unless the
context requires otherwise any reference to any law or regulation herein shall,
unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time.


 


(vii)                           The words “asset”
and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 


27

















 


(viii)                        A time of day
shall be construed as a reference to Philadelphia, Pennsylvania time, unless
otherwise stated.


 


SECTION 2.  LOANS AND TERMS OF COMMITMENTS


 


2.1                                 The Loans.


 


(a)                                  Revolver Loans.  Subject to the terms and conditions hereof,
each Lender severally agrees to make revolving credit loans in either Dollars
or one or more Optional Currencies (the “Revolver Loans”) to the
Borrowers from time to time during the Commitment Period in an aggregate principal
amount at any one time outstanding not to exceed the amount of such Lender’s
Commitment; provided, that (i) after giving effect to each
such Revolver Loan, the aggregate Dollar Equivalent amount of outstanding
Revolver Loans made by such Lender shall not exceed (x) such Lender’s
Commitment minus (y) the sum of such Lender’s Commitment Percentage of the
amount of Swing Line Loans and Letter of Credit Obligations then outstanding,
and (ii) no Revolver Loan to which the Base Rate applies shall be made in
an Optional Currency.  The Commitments
may be terminated or reduced from time to time pursuant to Section 2.14.  Within the foregoing limits, the Borrowers
may during the Commitment Period borrow, repay and reborrow under the
Commitments, subject to and in accordance with the terms and limitations
hereof.  The obligation of the Borrowers
to repay the Revolver Loans is joint and several.


 


(b)                                 Type of Loans.  The Revolver Loans may from time to time be (i) LIBOR
Loans, (ii) Base Rate Loans or (iii) a combination thereof, as
determined by the Borrowers and notified to the Administrative Agent in
accordance with Sections 2.4 and 2.5; provided, that no Loan shall be
made as a LIBOR Loan after the date that is one month prior to the Termination
Date.


 


(c)                                  Swing Line Loans.                                              (i)  Subject to the terms and conditions hereof, the
Swing Line Lender may in its discretion make swing line loans in Dollars (the “Swing
Line Loans”) to the Borrowers from time to time during the Commitment
Period in an aggregate outstanding principal amount up to the amount of the
Swing Line Commitment as requested by the Borrowers and agreed to by the Swing
Line Lender; provided, that, no Swing Line Loan shall be made if,
after giving effect to the making of such Swing Line Loan and the simultaneous
application of the proceeds thereof, (x) the aggregate amount of all
outstanding Swing Line Loans plus the aggregate Dollar Equivalent amount of all
outstanding Revolver Loans plus the aggregate amount of the Letter of Credit
Obligations then outstanding, would exceed the Total Commitments or (y) the
aggregate Dollar Equivalent amount of all Revolver Loans made by a Lender plus
such Lender’s Commitment Percentage of the amount of Swing Line Loans and
Letter of Credit Obligations then outstanding would exceed its Commitment.  Within the foregoing limits, the Borrowers
may during the Commitment Period borrow, repay and reborrow under the Swing
Line Commitment, subject to and in accordance with the terms and limitations
hereof.  Each Swing Line Loan shall be in
an original principal amount of $100,000 or in integral multiples of $50,000 in
excess thereof.  The interest rate for a
Swing Line Loan shall be (i) the Base Rate plus the Applicable Margin for
Base Rate Loans, (ii) such rate that is mutually agreed to by the
Borrowers and the Swing Line Lender in writing at the time such Swing Line Loan
is made or (iii) if the Cash Management Agreements (as defined in clause 


 


28

















 


(vii) below)
are in effect, at the LIBOR Rate based rate (determined in accordance with the
Cash Management Agreements) plus the Applicable Margin.  Interest on the Swing Line Loans shall be
paid in accordance with Sections 2.9 and 2.10 hereof.  All Swing Line Loans shall be repaid on the
Termination Date and as otherwise provided in this Section 2.1(c).


 


(ii)                                  The Borrowers
may request a Swing Line Loan to be made on any Business Day.  Each request for a Swing Line Loan shall be
in the form of a Notice of Borrowing (or a request by telephone immediately
confirmed in writing, it being understood that the Swing Line Lender may rely
on the authority of any individual making such telephonic request without the
necessity of receipt of such written confirmation) and received by the
Administrative Agent not later than twelve o’clock noon (12:00). (Philadelphia
time) on the Business Day such Swing Line Loan is to be made (or such later
time as the Swing Line Lender shall agree), specifying in each case (i) the
amount to be borrowed and (ii) the requested borrowing date.  The request for such Swing Line Loan shall be
irrevocable.  Provided that all
applicable conditions precedent contained herein have been satisfied, the Swing
Line Lender shall, not later than 4:00 p.m., Philadelphia time, on the
date specified in the Borrowers’ request for such Swing Line Loan, make such
Swing Line Loan by crediting the Borrowers’ deposit account with the Swing Line
Lender or as otherwise directed by the Borrowers.


 


(iii)                               The obligation
of the Borrowers to repay the Swing Line Loans shall be evidenced by a
promissory note of the Borrowers dated the date hereof, payable to the order of
the Swing Line Lender in the principal amount of the Swing Line Commitment and
substantially in the form of Exhibit A-2 (as amended, supplemented
or otherwise modified from time to time, the “Swing Line Note”).  The obligation of the Borrowers to repay the
Swing Line Loans shall be joint and several.


 


(iv)                              The Borrowers
shall have the right at any time and from time to time to prepay the Swing Line
Loans, in whole or in part, without premium or penalty (but in any event
subject to Section 2.18 except in the case of Swing Line Loans bearing
interest based on the Base Rate), upon prior written, facsimile or telephonic
notice to the Swing Line Lender given no later than 11:00 a.m.,
Philadelphia time, on the date of any proposed prepayment (each such date, a “Swing
Line Prepayment Date”).  Each notice
of prepayment shall specify the amount to be prepaid (which, except in the case
of payment in full, shall be in the principal amount of $100,000 or in integral
multiples of $50,000 in excess thereof), shall be irrevocable and shall commit
the Borrowers to prepay such amount on such date, with accrued interest thereon
and any amounts owed under Section 2.18 hereof.  Unless the Borrowers shall have notified the
Administrative Agent prior to 11:00 a.m., Philadelphia time, that the
Borrowers intend to prepay such Swing Line Loans with funds other than the
proceeds of a Revolver Loan or shall have requested in accordance with section
2.4 hereof the making of a LIBOR Loan in Dollars to make such prepayment, the
Borrowers shall be deemed to have given notice to the Administrative Agent
requesting the Lenders to make Revolver Loans which shall earn interest at the
Base Rate in effect on such Swing Line Prepayment Date in an aggregate amount
equal to the amount of such Swing Line Loans being prepaid plus interest
thereon, and subject to satisfaction or waiver of the conditions specified in Section 4.2,
the Lenders shall, on such Swing Line Prepayment Date, make Revolver Loans,
which shall earn interest at the Base Rate, in an aggregate amount equal to the
amount of such Swing Line Loans plus accrued interest thereon, the proceeds of
which shall be applied directly by the Administrative Agent to repay the Swing 


 


29

















 


Line Lender for such Swing Line Loans plus
accrued interest thereon; provided, that if for any reason the proceeds
of such Revolver Loans are not received by the Swing Line Lender on such Swing
Line Prepayment Date in an aggregate amount equal to the amount of such Swing
Line Loans being prepaid plus accrued interest, the Borrowers shall reimburse
the Swing Line Lender on the Business Day immediately following such Swing Line
Prepayment Date, in same day funds, in an amount equal to the excess of the
amount of such Swing Line Loans and accrued interest thereon over the aggregate
amount of such Revolver Loans, if any, received.


 


(v)                                 In the event
the Commitments are terminated in accordance with the terms hereof, the Swing
Line Commitment shall also be terminated automatically.  In the event the Borrowers reduce the
aggregate Commitment of all of the Lenders to less than the Swing Line
Commitment, the Swing Line Commitment shall immediately be reduced to an amount
equal to the aggregate Commitment.  In
the event the Borrowers reduce the aggregate Commitment to less than the
outstanding principal amount of the Swing Line Loans, the Borrowers shall
immediately repay the amount by which the outstanding Swing Line Loans exceeds
the Swing Line Commitment as so reduced plus accrued interest thereon and any
amounts owed under Section 2.18 hereof.


 


(vi)                              In the event
that the Borrowers shall fail to repay to the Swing Line Lender (x) the
outstanding Swing Line Loans together with all accrued interest thereon on the
Termination Date, (y) the amount of any Swing Line Loan due on any Swing
Line Prepayment Date, or (z) any amounts required under subsection 2.1(v),
the Administrative Agent shall promptly notify each Lender of the unpaid amount
of such Swing Line Loan (including accrued interest thereon) and of such Lender’s
respective participation therein in an amount equal to such Lender’s Commitment
Percentage of such amount.  Each Lender
shall make available to the Administrative Agent for payment to the Swing Line
Lender an amount equal to its respective participation therein (including,
without limitation, its pro rata share of accrued but unpaid interest thereon,
provided that the interest rate payable by the Lenders shall not exceed the
Base Rate), in same day funds, at the office of the Administrative Agent
specified in such notice.  If such notice
is delivered by the Administrative Agent by 11:00 a.m., Philadelphia time,
each Lender shall make funds available to the Administrative Agent on that
Business Day.  If such notice is
delivered after 11:00 a.m., Philadelphia time, each Lender shall make
funds available to the Administrative Agent on the next Business Day.  In the event that any Lender fails to make
available to the Administrative Agent the amount of such Lender’s participation
in such unpaid amount as provided herein, the Swing Line Lender shall be
entitled to recover such amount on demand from such Lender together with
interest thereon at a rate per annum equal to the Federal Funds Effective Rate
for each day during the period between the Business Day such payment is due in
accordance with the terms of this subsection 2.1(c)(vi) and the date on
which such Lender makes available its participation in such unpaid amount.  The failure of any Lender to make available
to the Administrative Agent its Commitment Percentage of any such unpaid amount
shall not relieve any other Lender of its obligations hereunder to make available
to the Administrative Agent its Commitment Percentage of such unpaid amount on
the Business Day such payment is due in accordance with the terms of this
subsection 2.1(c)(vi).  The
Administrative Agent shall promptly distribute to each Lender which has paid
all amounts payable by it under this subsection 2.1(c)(vi) with respect to
the unpaid amount of any Swing Line Loan, such Lender’s Commitment Percentage
of all payments received by the Administrative Agent from the Borrowers in
repayment of such Swing Line Loan when such 


 


30

















 


payments are received; provided, however,  that in the event that any payment received
by the Lenders shall be required to be returned by the Swing Line Lender, any
Lender receiving any portion of such payment shall be required to return to the
Swing Line Lender such portion thereof previously distributed to it.  Notwithstanding anything to the contrary
herein, each Lender which has paid all amounts payable by it under this Section 2.1(c)(vi) shall
have a direct right to repayment of such amounts from the Borrowers subject to
the procedures for repaying Lenders set forth in this Section 2.1(c)(vi) and
the provisions of Section 9.8.


 


(vii)                           In addition to
making Swing Line Loans pursuant to the foregoing provisions of this Section 2.1(c),
without the requirement for a specific request from the Borrowers pursuant to
subsection 2.1(c)(ii), the Swing Line Lender may make Swing Line Loans to the
Borrowers in accordance with the provisions of any agreements between one or
more of the Borrowers and the Swing Line Lender relating to the Borrowers’
deposit, sweep and other accounts at the Swing Line Lender and related
arrangements and agreements regarding the management and investment of the Borrowers’
cash assets as in effect from time to time (the “Cash Management Agreements”)
to the extent of the daily aggregate net negative balance in the Borrowers’
accounts which are subject to the provisions of the Cash Management
Agreements.  Swing Line Loans made
pursuant to this subsection 2.1(c)(vii) in accordance with the provisions
of the Cash Management Agreements shall (i) be subject to the limitations
as to aggregate amount set forth in subsection 2.1(c)(i), (v) not be
subject to the limitations as to individual amount set forth in subsection
2.1(c)(i), (w) be payable by the Borrowers, both as to principal and
interest, at the times set forth in the Cash Management Agreements (but in no
event later than the Termination Date), (x) not be made at any time after
the Swing Line Lender has written notice of the occurrence and during the
continuance of a Default or Event of Default, (y) if not repaid by the
Borrowers in accordance with the provisions of the Cash Management Agreements,
be subject to each Lender’s obligation to purchase participating interests
therein pursuant to subsection 2.1(c)(vi), and (z) except as provided in
the foregoing subsections (v) through (z), be subject to all of the terms
and conditions of this Section 2.1(c).


 


(viii)                        The Borrowers
hereby jointly and severally indemnify the Swing Line Lender, its affiliates
and their respective directors, officers, agents and employees against any
cost, expense (including reasonable counsel fees and expenses), claim, demand,
action, loss or liability (except any of the foregoing that results from the
indemnitees’ gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Section 2.1(c) or any action
taken or omitted by such indemnitees hereunder.


 


2.2                                 Nature of
Lenders’ Obligations with Respect to Loans.  Each Lender shall be obligated to participate
in each request for Loans pursuant to Section 2.4 in accordance with its
Commitment Percentage.  The obligations
of each Lender hereunder are several.  The failure of any Lender to perform its
obligations hereunder shall not affect the obligations of the Borrowers to any
other party hereunder, nor shall any other party be liable for the failure of
any Lender to perform its obligations hereunder.  The Lenders shall have no obligation to make
Revolver Loans or Swing Line Loans on or after the Termination Date.


 


31

















 


2.3                                 Notes.


 


(a)                                  The Revolver Loans made by each Lender shall be evidenced by
a promissory note of the Borrowers, substantially in the form of Exhibit A-1,
with appropriate insertions as to payee, date and principal amount (a “Revolver
Note”), payable to the order of such Lender and in a principal amount equal
to the amount of the initial Commitment of such Lender; provided, however,
that the principal amount of each Revolver Loan made in an Optional Currency
shall be paid by the Borrowers in such Optional Currency.  Each Lender is hereby authorized to record
the date, currency, Type and amount of each Revolver Loan made by such Lender,
each continuation thereof, each conversion of all or a portion thereof to
another Type, the date and amount of each payment or prepayment of principal
thereof and, in the case of LIBOR Loans, the length of each Interest Period
with respect thereto, on the schedule annexed to and constituting a part of its
Revolver Note, and any such recordation shall constitute prima  facie
evidence of the accuracy of the information so recorded, provided, that
the failure of any Lender to make such recordation (or any error in such
recordation) shall not affect the obligations of the Borrowers hereunder or
under such Revolver Note.  Each Revolver
Note shall (a) be dated the Closing Date, (b) be stated to mature on
the Termination Date and (c) provide for the payment of interest in
accordance with Sections 2.9 and 2.10.


 


(b)                                 The Swing Line Loans shall be evidenced by the Swing Line
Note, payable to the order of the Swing Line Lender and in a principal amount
equal to the amount of the Swing Line Commitment.  The Swing Line Lender is hereby authorized to
record the date, Type and amount of each Swing Line Loan made by such Lender
and the date and amount of each payment or prepayment of principal thereof on
the schedule annexed to and constituting a part of the Swing Line Note, and any
such recordation shall constitute prima  facie evidence of the
accuracy of the information so recorded, provided, that the failure of
the Swing Line Lender to make such recordation (or any error in such
recordation) shall not affect the obligations of the Borrowers hereunder or
under the Swing Line Note.  The Swing
Line Note shall (a) be dated the Closing Date, (b) be stated to
mature on the Termination Date and (c) provide for the payment of interest
in accordance with Sections 2.9 and 2.10.


 


2.4                                 Procedure for
Revolver Loans.


 


(a)                                  Except as otherwise provided herein, the Borrowers may from
time to time prior to the Termination Date request the Lenders to make Revolver
Loans by delivering to the Administrative Agent, not later than 11:00 a.m.,
Philadelphia time, (i) three (3) Business Days prior to the proposed
Borrowing Date with respect to the making of Loans in Dollars to which the
LIBOR Rate applies and four (4) Business Days prior to the proposed
Borrowing Date with respect to the making of Loans in an Optional Currency and (ii) the
Business Day of the proposed Borrowing Date with respect to the making of a
Loan to which the Base Rate applies, of a duly completed Notice of Borrowing or
a request by telephone immediately confirmed in writing, it being understood
that the Administrative Agent may rely on the authority of any individual
making such a telephonic request without the necessity of receipt of such
written confirmation.  Each Notice of
Borrowing shall be irrevocable and shall specify (i) the proposed
Borrowing Date; (ii) the aggregate amount of the proposed Revolver Loans
(expressed in the currency in which such Loans shall be funded) comprising each
Tranche, the Dollar Equivalent amount of which shall be in integral multiples
of $100,000 and not less than $3,000,000 or, if less, the maximum amount
available under the Commitments; (iii) whether the LIBOR Rate or Base Rate
shall apply to the proposed Loans comprising the applicable Tranche; (iv) the



 


32

















 


currency
in which such Loans shall be funded if the Borrowers are electing the LIBOR
Rate, (v) in the case of a Tranche to which the LIBOR Rate applies, the
Interest Period for the proposed Loans comprising such Tranche, and (vi) the
amount of such Loans requested to be made for the account of one or more
Foreign Borrowers with the name of each such Foreign Borrower.


 


(b)                                 The Administrative Agent shall, promptly after receipt by it
of a Notice of Borrowing pursuant to this Section 2.4, notify the Lenders
of its receipt of such Notice of Borrowing specifying:  (i) the proposed Borrowing Date and the
time and method of disbursement of the Loans requested thereby; (ii) the
amount, currency, and Type of each such Loan and the applicable Interest Period
(if any); and (iii) the apportionment among the Lenders of such Loans as
determined by the Administrative Agent in accordance with Section 2.2.   Subject to the terms and conditions hereof,
each Lender shall remit the principal amount of each Loan in the requested
currency to the Administrative Agent at the Principal Office (or, with respect
to Loans in an Optional Currency, such other Lending Office as the
Administrative Agent shall from time to time notify such Lender) prior to 2:00 p.m.,
Philadelphia time (or, with respect to Loans in an Optional Currency, such
other time as the Administrative Agent shall notify the Lenders), on the
Borrowing Date requested by the Borrowers in funds immediately available to the
Administrative Agent.  Such borrowing
will then be made available to the Borrowers by the Administrative Agent
crediting the account of the Company on the books of the office specified in
subsection 9.2 (or, with respect to Loans in an Optional Currency, the applicable
Lending Office of the Administrative Agent) with the aggregate of the amounts
made available to the Administrative Agent by the Lenders and in like funds as
received by the Administrative Agent. 
Unless the Administrative Agent shall have received 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 portion of such borrowing, the
Administrative Agent may assume that such Lender has made such portion
available in accordance with this subsection 2.4(b) and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrowers on such date a corresponding amount.  If and to the extent that any Lender shall
not have made such Lender’s pro rata portion of such borrowing available to the Administrative
Agent, such Lender and the Borrowers (without prejudice to the Borrowers’
rights against such Lender) 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
Borrowers until the date such amount is repaid to the Administrative Agent at (i) in
the case of the Borrowers, the interest rate applicable at the time to the Loans
comprising such borrowing and (ii) in the case of such Lender, the Federal
Funds Effective Rate, provided, that, if such Lender shall not pay such
amount within three (3) Business Days of such Borrowing Date, the interest
rate on such overdue amount shall, at the expiration of such three (3) Business
Day period, be the rate per annum applicable to Base Rate Loans.  If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender’s Loan as part of such borrowing for purposes of this Agreement.


 


(c)                                  If in a Notice of Borrowing no election as to the (i) Type
of Loan is specified in any such notice, then the requested Loan shall be a
Base Rate Loan (unless such requested Loan is in an Optional Currency) and (ii) currency
of such Loan is specified in any such notice, then the requested Loan shall be
in Dollars.  If a LIBOR Loan is requested
but no 


 


33

















 


Interest
Period with respect to such Loan is specified in any such notice, then the
Borrowers shall be deemed to have selected an Interest Period of one month’s
duration.


 


2.5                                 Conversion and
Continuation Options.   The
Borrowers shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (i) not later than 11:00 noon, Philadelphia
time, one (1) Business Day prior to conversion, to convert any LIBOR Loan
to a Base Rate Loan, (ii) not later than 11:00 a.m., Philadelphia
time, three (3) Business Days prior to conversion or continuation, to
convert any Base Rate Loan into a LIBOR Loan or to continue any LIBOR Loan as a
LIBOR Loan for any additional Interest Period, (iii) not later than 11:00 a.m.
Philadelphia time, four (4) Business Days prior to continuation, to
continue any LIBOR Loan denominated in an Optional Currency as a LIBOR Loan in
such currency for an additional Interest Period and (iv) not later than
11:00 a.m. Philadelphia time, four (4) Business Days prior to
conversion to convert the Interest Period with respect to any Loan in an
Optional Currency to another permissible Interest Period, subject in each case
to the following:


 


(a)                                  a LIBOR Loan may not be converted at a time other than the
last day of the Interest Period applicable thereto;


 


(b)                                 any portion of a Loan maturing or required to be repaid in
less than one month may not be converted into or continued as a LIBOR Loan;


 


(c)                                  no LIBOR Loan may be continued as such and no Base Rate Loan
may be converted to a LIBOR Loan when any Default or Event of Default has
occurred and is continuing and the Administrative Agent or the Required Lenders
have determined that such a continuation is not appropriate;


 


(d)                                 any portion of a LIBOR Loan that cannot be converted into or
continued as a LIBOR Loan by reason of subsection 2.5(b) or 2.5(c) or
as to which the Borrowers have failed to give notice of conversion or
continuation automatically shall in the case of a LIBOR Loan denominated in an
Optional Currency be prepaid on the last day of the Interest period in effect
for such Loan (subject to the provisions of subsection 2.12(c)), or in the case
of any other LIBOR Loan be converted to a Base Rate Loan on the last day of the
Interest Period in effect for such Loan;


 


(e)                                  no LIBOR Loan denominated in an Optional Currency may be
converted into a Base Rate Loan or converted into a LIBOR Loan denominated in
another Optional Currency;


 


(f)                                    the provisions of subsection 2.6(c) limiting under
certain circumstances the continuation of LIBOR Loans denominated in an
Optional Currency; and


 


(g)                                 no Swing Line Loan may be a LIBOR Loan.


 


Each request by the Borrowers to convert or continue
a Loan shall constitute a representation and warranty that no Default or Event
of Default shall have occurred and be continuing.  Accrued interest on a Loan (or portion
thereof) being converted shall be paid by the applicable Borrower(s) at
the time of conversion.  In connection
with each such conversion or continuation requested by the Borrowers, the
Borrowers shall deliver to the Administrative 


 


34

















 


Agent a Notice of Borrowing
or shall make such request by telephone immediately confirmed in writing, it
being understood that the Administrative Agent may rely on the authority of any
individual making such telephonic request without the necessity of receipt of
such written confirmation.


 


2.6                                 Utilization of
Commitments in Optional Currencies.


 


(a)                                  The Administrative Agent will determine the Dollar
Equivalent amount of (i) proposed Loans denominated in an Optional
Currency as of each requested Borrowing Date, and (ii) outstanding Loans
denominated in an Optional Currency as of the end of each Interest Period for
any such Loans (each such date under clauses (i) and (ii), a “Computation
Date”).


 


(b)                                 The Lenders shall be under no obligation to make the Loans
requested by the Borrowers which are denominated in an Optional Currency if any
Lender notifies the Administrative Agent by 5:00 p.m., Philadelphia time,
three (3) Business Days prior to the Borrowing Date for such Loans that such
Lender cannot provide its share of such Loans in such Optional Currency because
(i) the making, maintenance or funding of such Optional Currency Loan has
been made impracticable or unlawful by compliance by such Lender in good faith
with any Law or any interpretation or application thereof by an Governmental
Authority or with any request or directive of any such Governmental Authority
(whether or not having the force of Law) or (ii) after making all
reasonable efforts, deposits of the relevant amount in the relevant Optional
Currency for the relevant Interest Period are not available to such Lender with
respect to such Loan in the London interbank market.  In the event the Administrative Agent timely
receives a notice from a Lender pursuant to the preceding sentence, the
Administrative Agent will notify the Borrowers no later than 12:00 noon,
Philadelphia time, two (2) Business Days prior to the Borrowing Date for
such Loans that the Optional Currency is not then available for such Loans, and
the Administrative Agent shall promptly thereafter notify the Lenders of the
same.  If the Borrowers receive a notice
described in the preceding sentence, the Borrowers may, by notice to the
Administrative Agent not later than 5:00 p.m., Philadelphia time, two (2) Business
Days prior to the Borrowing Date for such Loans, withdraw the Notice of
Borrowing for such Loans.  If the
Borrowers withdraw such Notice of Borrowing, the Administrative Agent will
promptly notify each Lender of the same and the Lenders shall not make such
Loans.  If the Borrowers do not withdraw
such Notice of Borrowing before such time, (i) the Borrowers shall be
deemed to have requested that the Loans referred to in their Notice of
Borrowing shall be made in Dollars in an amount equal to the Dollar Equivalent
amount of such Loans and shall bear interest at the Base Rate, and (ii) the
Administrative Agent shall promptly deliver a notice to each Lender
stating:  (A) that such Loans shall
be made in Dollars and shall bear interest at the Base Rate, (B) the
aggregate amount of such Loans, and (C) such Lender’s Commitment
Percentage of such Loans.


 


(c)                                  If the Borrowers deliver a Notice of Borrowing pursuant to Section 2.5
requesting that the Lenders continue as a LIBOR Loan an outstanding Tranche of
Loans denominated in an Optional Currency, the Lenders shall be under no
obligation to continue such LIBOR Loan if any Lender delivers to the
Administrative Agent a notice by 5:00 p.m., Philadelphia time, three (3) Business
Days prior to effective date of such continuation that such Lender cannot
provide or continue Loans in such Optional Currency because (i) the
making,


 


35
















 


maintenance
or funding of such Optional Currency Loan has been made impracticable or
unlawful by compliance by such Lender in good faith with any Law or any
interpretation or application thereof by any Governmental Authority or with any
request or directive of any such Governmental Authority (whether or not having
the force of Law) or (ii) after making all reasonable efforts, deposits of
the relevant amount in the relevant Optional Currency for the relevant Interest
Period are not available to such Lender with respect to such Loan in the London
interbank market.  In the event the
Administrative Agent timely receives a notice from a Lender pursuant to the
preceding sentence, the Administrative Agent will notify the Borrowers no later
than 12:00 noon, Philadelphia time, two (2) Business Days prior to the
effective date of such continuation that the continuation of such Loans in such
Optional Currency is not then available, and the Administrative Agent shall
promptly thereafter notify the Lenders of the same.  If the Administrative Agent shall have so
notified the Borrowers that any such continuation of Optional Currency Loans is
not then available, any notice of continuation with respect thereto shall be
deemed withdrawn, and such Optional Currency Loans shall be prepaid on the last
day of the Interest Period with respect to any such Optional Currency Loans,
subject to the provisions of subsection 2.12(c) and to the Borrowers’
right to reborrow in Dollars or in another Optional Currency pursuant to Section 2.4.


 


(d)                                 The Borrowers may deliver to the Administrative Agent a
written request that Loans hereunder also be permitted to be made in any other
lawful currency (other than Dollars), in addition to the currencies specified
in the definition of “Optional Currency” herein, provided, that such
currency must be freely traded in the offshore interbank foreign exchange
markets, freely transferable, freely convertible into Dollars and available to
the Lenders in the applicable interbank market. The Administrative Agent may
grant or deny such request in its sole discretion.  The Administrative Agent will promptly notify
the applicable Lenders of any such request and whether the Administrative Agent
has granted or rejected such request. The Administrative Agent will promptly
notify the Borrowers of the acceptance or rejection by the Administrative Agent
of the Borrowers’ request.  The requested
currency shall be approved as an Optional Currency hereunder only if the
Administrative Agent and all Lenders approve the Borrowers’ request.


 


(e)                                  The Administrative Agent may, with respect to notices by the
Borrowers for Loans in an Optional Currency or voluntary prepayments of less
than the full amount of an Optional Currency Tranche, engage in reasonable
rounding of the Optional Currency amounts requested to be loaned or repaid;
and, in such event, the Administrative Agent shall promptly notify the
Borrowers and the Lenders of such rounded amounts and the Borrowers’ request or
notice shall thereby be deemed to reflect such rounded amounts.


 


2.7                                 Fees.


 


(a)                                  The Borrowers jointly and severally agree to pay to the
Administrative Agent for the account of each Lender, on each March 31, June 30,
September 30 and December 31, a commitment fee (the “Commitment
Fee”) at a rate per annum equal to the Commitment Fee Rate in effect from
time to time on the average daily amount of the Unused Commitments during the
preceding fiscal quarter (or shorter period commencing on the date hereof or
ending on the Termination Date).  All
Commitment Fees shall be computed on the basis of the actual number of days
elapsed in a year of 360 days and shall be paid in Dollars.  


 


36

















 


The
Commitment Fees due to each Lender shall commence to accrue on the date hereof
and shall cease to accrue on the Termination Date.  The Administrative Agent shall distribute the
Commitment Fees among the Lenders pro rata in accordance with their
respective Commitment Percentages.


 


(b)                                 The Borrowers jointly and severally agree to pay the
Administrative Agent, for its own account, administrative and other fees at the
times and in the amounts set forth in the Fee Letter.


 


(c)                                  The foregoing fees shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, if
and as appropriate, among the Lenders. 
Once paid, none of the foregoing fees shall be refundable under any
circumstances.


 


2.8                                 Letter of
Credit Subfacility.


 


(a)                                  The Borrowers may request the issuance of a Letter of Credit
by delivering to the Administrative Agent and the applicable Issuing Lender a
completed Application and agreement for letters of credit in such form and with
such other certificates, documents and information as such Issuing Lender may
specify from time to time by no later than 10:00 a.m., Philadelphia time,
at least five (5) Business Days (or such shorter period as may be agreed
to by such Issuing Lender and the Administrative Agent) in advance of the
proposed date of issuance.  Each Letter
of Credit  (other than the Other
Letters of Credit and any replacements thereof)  shall be denominated in Dollars.  Subject to the terms and conditions hereof
and in reliance on the agreements of the Lenders set forth in this Section 2.8,
an Issuing Lender will issue a Letter of Credit, provided, that each
Letter of Credit shall (A) have a maximum maturity of twelve (12) months
from the date of issuance, and (B) in no event expire later than five (5) Business
Day prior to the Termination Date, and provided  further, that in
no event shall (i) the amount of the Letter of Credit Obligations at any
one time exceed the lesser of (x) $20,000,000, or (y) the Total
Commitments minus the Dollar Equivalent amount of the outstanding
Revolver Loans and Swing Line Loans or (ii) the sum of the aggregate
Dollar Equivalent amount of all Revolver Loans made by a Lender plus such
Lender’s Commitment Percentage of the amount of Swing Line Loans and Letter of
Credit Obligations then outstanding exceed its Commitment, and provided  further
that no Alternate Issuing Lender shall have any obligation hereunder to issue a
Letter of Credit unless it otherwise consents in its sole discretion (provided
that if a Lender elects not to issue a requested letter of credit, it shall
promptly after a request therefor notify the Company and the Administrative
Agent of such decision).  No Issuing
Lender shall at any time be obligated to issue any Letter of Credit hereunder
if such issuance would conflict with, or cause such Issuing Lender or any
Letter of Credit Participant to exceed, any limits imposed by any applicable
Requirement of Law.  Notwithstanding the
provisions of this subsection 2.8, the Lenders and the Borrowers hereby agree
that an Issuing Lender may issue upon the Borrowers’ request, one or more
Letter(s) of Credit which by its or their terms may be extended for
additional periods of up to one year each provided that (i) the initial
expiration date (or any subsequent expiration date) of each such Letter of
Credit is not later than five (5) Business Days prior to the Termination
Date then in effect, and (ii) renewal of such Letters of Credit, at such
Issuing Lender’s discretion, shall be available upon written request from the
Borrowers to such Issuing Lender at least thirty (30) days (or such other time
period as agreed by the Borrowers, the Administrative Agent and such Issuing
Lender) before the date 


 


37

















 


upon
which notice of renewal is otherwise required. 
Each standby Letter of Credit shall be subject either to the Uniform
Customs and Practice for Documentary Credits as most recently published by the
International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”)
or the International Standby Practices (ISP98 International Chamber of Commerce
Publication Number 590 (“ISP98”)), as determined by the applicable
Issuing Lender, and each trade Letter of Credit issued under this Agreement
shall be subject to the UCP, and in each case to the extent not inconsistent
therewith, the Laws of the Commonwealth of Pennsylvania without regard to its
conflict of laws principles.


 


(b)                                 The Borrowers shall pay in Dollars (i) to the
Administrative Agent for the ratable account of the Lenders a fee (the “Letter
of Credit Fee”) computed at the Letter of Credit Fee Rate in effect from
time to time on the daily average undrawn stated amount of each outstanding
Letter of Credit and (ii) to the Administrative Agent for the account of
each Issuing Lender a fronting fee equal to 0.125% per annum on the daily
average undrawn stated amount of each outstanding Letter of Credit issued by
such Issuing Lender (including the Other Letters of Credit) (computed in each
case on the basis of the actual number of days such Letters of Credit are
outstanding in a year of 360 days), which amounts shall be payable quarterly in
arrears commencing with the last Business Day of each March, June, September and
December following the Closing Date and on the Termination Date.  The Borrowers shall also pay to each Issuing
Lender in Dollars for the sole account of such Issuing Lender, such Issuing
Lender’s then in effect customary fees and administrative expenses payable with
respect to Letters of Credit issued by such Issuing Lender as such Issuing
Lender may generally charge or incur from time to time in connection with the
issuance, maintenance, modification (if any), assignment or transfer (if any),
negotiation, and administration of letters of credit.  Once paid, all of the above fees shall be
nonrefundable under all circumstances. 
The Administrative Agent shall, promptly following its receipt thereof,
distribute to the Issuing Lenders and the Lenders all fees and commissions
received by the Administrative Agent for their respective accounts pursuant to
this subsection.


 


(c)                                  (i)                                     Each Issuing Lender irrevocably agrees to grant and hereby
grants to each Letter of Credit Participant, and, to induce each Issuing Lender
to issue Letters of Credit hereunder, each Letter of Credit Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
such Issuing Lender, on the terms and conditions hereinafter stated, for such
Letter of Credit Participant’s own account and risk, an undivided interest
equal to such Letter of Credit Participant’s Commitment Percentage in such
Issuing Lender’s obligations and rights under each Letter of Credit issued by
such Issuing Lender hereunder (including the Other Letters of Credit) and the
amount of each draft paid by such Issuing Lender thereunder.  Each Letter of Credit Participant
unconditionally and irrevocably agrees with each Issuing Lender that, if a
draft is paid under any Letter of Credit issued by such Issuing Lender for
which such Issuing Lender is not reimbursed in full by the Borrowers in
accordance with the terms of this Agreement, such Letter of Credit Participant
shall pay to such Issuing Lender upon demand at such Issuing Lender’s address
for notices specified herein an amount equal to such Letter of Credit
Participant’s Commitment Percentage of the amount of such draft or any part
thereof, which is not so reimbursed.  Any
action taken or omitted by an Issuing Lender under or in connection with a
Letter of Credit, if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create for such Issuing Lender any resulting
liability to any Lender.


 


38

















 


(ii)                                  If any amount
required to be paid by any Letter of Credit Participant to an Issuing Lender
pursuant to subsection 2.8(c)(i) in respect of any unreimbursed portion of
any payment made by such Issuing Lender under any Letter of Credit is not paid
to such Issuing Lender on the date such payment is due from such Letter of
Credit Participant, such Letter of Credit Participant shall pay to such Issuing
Lender on demand an amount equal to the product of (x) such amount, times (y) the
daily average Federal Funds Effective Rate, as quoted by such Issuing Lender,
during the period from and including the date such payment is required to the
date on which such payment is immediately available to such Issuing Lender,
times (z) a fraction the numerator of which is the number of days that
elapse during such period and the denominator of which is 360.  A certificate of such Issuing Lender
submitted to any Letter of Credit Participant with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error.


 


(iii)                               Whenever, at
any time after such Issuing Lender has made payment under any Letter of Credit
and has received from any Letter of Credit Participant its pro rata
share of such payment in accordance with subsection 2.8(c)(i), such Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrowers or otherwise, including by way of set-off or proceeds of
collateral applied thereto by such Issuing Lender), or any payment of interest
on account thereof, such Issuing Lender will distribute to such Letter of
Credit Participant its pro  rata share thereof; provided, however,
that in the event that any such payment received by an Issuing Lender shall be
required to be returned by such Issuing Lender, such Letter of Credit
Participant shall return to such Issuing Lender the portion thereof previously
distributed by such Issuing Lender to it.


 


(d)                                 (i)                                     Each Borrower jointly and severally agrees to reimburse an
Issuing Lender in respect of a Letter of Credit issued by such Issuing Lender
on each date on which a draft presented under such Letter of Credit is paid by
such Issuing Lender for the amount of (i) such draft so paid and (ii) any
taxes, fees, charges or other costs or expenses incurred by such Issuing Lender
in connection with such payment.  Each
such payment shall be made to such Issuing Lender at its Principal Office in
Dollars (except, with respect to Other Letters of Credit denominated in a
currency other than Dollars, to the extent the Application for such Other
Letter of Credit provides that payment shall be made in another currency) and
in immediately available funds.


 


(ii)                                  Interest shall
be payable on any and all amounts remaining unpaid by the Borrowers under this
subsection from the date such amounts become payable (whether at stated
maturity, by acceleration or otherwise) until payment in full at the rate which
would be payable under Section 2.10 on any outstanding Base Rate Loans
which were then overdue and shall be payable on demand by an Issuing Lender.


 


(e)                                  (i)                                     The obligations of the Borrowers under this subsection 2.8
shall be joint and several.  The
Borrowers also jointly and severally agree with each Issuing Lender that such
Issuing Lender shall not be responsible for, and the Borrowers’ Reimbursement
Obligations under subsection 2.8(d)(i) shall not be affected by, among
other things (x) the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, provided, that reliance upon such
documents by such Issuing Lender shall not have constituted gross negligence or
willful 


 


39

















 


misconduct
of such Issuing Lender or (y) any dispute between or among any Borrower
and any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred or (z) any claims whatsoever of any
Borrower against any beneficiary of such Letter of Credit or any such
transferee.


 


(ii)                                  An Issuing
Lender shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by such Issuing Lender’s gross negligence or willful
misconduct.


 


(iii)                               Each Borrower
jointly and severally agrees that any action taken or omitted by an Issuing
Lender under or in connection with any Letter of Credit or the related drafts
or documents, if done in the absence of gross negligence or willful misconduct,
shall be binding on such Borrower and shall not result in any liability of such
Issuing Lender to such Borrower.


 


(f)                                    If any draft shall be presented for payment to an Issuing
Lender under any Letter of Credit, the Issuing Lender shall promptly notify the
Company of the date and amount thereof. 
The responsibility of an Issuing Lender to the Borrowers in connection
with any draft presented for payment under any Letter of Credit shall, in
addition to any payment obligation expressly provided for in such Letter of
Credit and any other obligation expressly imposed by the provisions of UCP or
ISP98, as applicable to such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are in conformity with such Letter of Credit.


 


(g)                                 To the extent that any provision of any Application related
to any Letter of Credit is inconsistent with the provisions of this Agreement,
the provisions of this Agreement shall apply.


 


(h)                                 Each Borrower agrees jointly and severally to be bound by
the terms of each Application and the Issuing Lenders’ written regulations and
customary practices relating to letters of credit, though such interpretations
may be different from such Borrower’s own. 
It is understood and agreed that, except in the case of gross negligence
or willful misconduct, the Administrative Agent and the Issuing Lenders shall
not be liable for any error, negligence and/or mistakes, whether of omission or
commission, in following the Borrowers’ instructions or those contained in the
Letters of Credit or any modifications, amendments or supplements thereto.


 


(i)                                     Each Lender’s payment obligation under subsection 2.8(c) and
the obligations of the Borrowers to reimburse an Issuing Lender upon a draw
under a Letter of Credit, shall be absolute, unconditional and irrevocable
under any circumstances, and shall be performed strictly in accordance with the
terms of this Section 2.8 under all circumstances, including the following
circumstances:


 


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


 


40

















 


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


 


(iii)                               the existence
of any claim, set-off, defense or other right which the Borrowers or any Lender
may have at any time against a beneficiary or any transferee of any Letter of
Credit (or any Persons for whom any such transferee may be acting), such
Issuing Lender or any Lender or any other Person, whether in connection with
this Agreement, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between the Borrowers and the
beneficiary for which any Letter of Credit was procured);


 


(iv)                              any draft,
demand, certificate or other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect even if such
Issuing Lender has been notified thereof;


 


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


 


(vi)                              any adverse
change in the business, operations, properties, assets, condition (financial or
otherwise) or prospects of the Borrowers;


 


(vii)                           any breach of
this Agreement or any other Loan Document by any of the Borrowers;


 


(viii)                        the occurrence
or continuance of an insolvency proceeding with respect to the Borrowers;


 


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


 


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


 


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


 


(j)                                     In addition to amounts payable as provided in Section 9.5,
the Borrowers hereby agree to protect, indemnify, pay and save harmless each
Issuing Lender, the Agents and the Lenders from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and expenses (including
reasonable fees, expenses and disbursements of counsel) which an Issuing Lender
may incur or be subject to as a consequence, direct or indirect, of (i) the
issuance of any Letter of Credit, other than as a result of (A) the gross
negligence or willful misconduct of such Issuing Lender as determined by a
final judgment of a court of competent jurisdiction or (B) subject to the
following clause (ii), the wrongful dishonor by such Issuing Lender of a proper
demand for payment made under any Letter of Credit, or (ii) the failure of
such Issuing Lender to honor a drawing under any such Letter of Credit as a
result of 


 


41

















 


any
act or omission, whether rightful or wrongful, of any present or future de jure
or de facto government or governmental authority (all such acts or omissions
herein called “Governmental Acts”).


 


(k)                                  As between the Borrowers and an Issuing Lender, the
Borrowers assume all risks of the acts and omissions of, or misuse of the
Letters of Credit by, the respective beneficiaries of such Letters of
Credit.  In furtherance and not in
limitation of the foregoing, no Issuing Lender shall be responsible for:  (i) the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for an issuance of or drawing under any such
Letter of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged (even if such Issuing
Lender shall have been notified thereof); (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
any such Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (iii) the failure of the beneficiary of any such Letter of
Credit, or any other party to which such Letter of Credit may be transferred,
to comply fully with any conditions required in order to draw upon such Letter
of Credit or any other claim of the Borrowers against any beneficiary of such
Letter of Credit, or any such transferee, or any dispute between or among the
Borrowers and any beneficiary of any Letter of Credit or any such transferee; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, facsimile, cable, telex or otherwise; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences
arising from causes beyond the control of such Issuing Lender, including any
Governmental Acts, and none of the above shall affect or impair, or prevent the
vesting of, any of such Issuing Lender’s rights or powers hereunder.


 


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


 


(l)                                     (i)                                     At least five Business Days prior to the issuance of a
Letter of Credit by an Alternate Issuing Lender (or such shorter period as
approved by the Administrative Agent and such Issuing Lender in their sole
discretion), the Borrowers shall confirm by notice in writing to the Administrative
Agent (an “Alternate Issuing Lender L/C Notice”) and such Alternate
Issuing Lender the intended issuance date of the requested Letter of Credit and
the amount of such requested Letter Credit. 
Not later than 10:00 a.m., Philadelphia time, on the second
Business Day following its receipt of an Alternate Issuing Lender L/C Notice,
the Administrative Agent shall determine and shall notify the Alternate Issuing
Lender and the Company whether the issuance of the requested Letter of Credit
would be permitted under the provisions of the second proviso to the third
sentence of Section 2.8(a) hereof. 
If the Administrative Agent notifies such Alternate Issuing Lender and
the Borrowers that such issuance would be so permitted, then, subject to the
terms and conditions hereof, such Alternate Issuing Lender may, on the
requested date of issuance of such Letter of Credit, issue such Letter 


 


42

















 


of
Credit in accordance with such Alternate Issuing Lender’s usual and customary
business practices.  Such Alternate
Issuing Lender shall give the Administrative Agent prompt written notice, or
telephonic notice confirmed promptly thereafter in writing, of the issuance of
a Letter of Credit.


 


(ii)                                  No Alternate
Issuing Lender may extend or amend any Letter of Credit unless the foregoing
requirements are met as though the Borrowers were requesting such Alternate
Issuing Lender to issue a new Letter of Credit.


 


(iii)                               Promptly after
issuing any Letter of Credit, an Alternate Issuing Lender shall provide a copy
of such Letter of Credit to the Administrative Agent.  In addition, no later than the third Business
Day following the end of each month, each Alternate Issuing Lender shall
provide the Administrative Agent a schedule of each Letter of Credit issued by
it, in form and substance reasonably satisfactory to the Administrative Agent,
setting forth therein (a) the date of issuance, (b) the account
party, (c) the original face amount, (d) the amount(s) theretofore
drawn, if any, thereunder, (e) the expiration date, (f) the date and
amounts of any reductions, draws and payments in respect of draws and (g) the
reference number, of each such Letter of Credit outstanding at any time during
the preceding month.


 


2.9                                 Interest Rates
and Payment Dates.


 


(a)                                  Subject to the provisions of Section 2.10, each Base
Rate Loan shall bear interest (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be) at a rate per
annum equal to the Base Rate plus the Applicable Margin.


 


(b)                                 Subject to the provisions of Section 2.10, each LIBOR
Loan shall bear interest at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days, provided that,
for Loans made in an Optional Currency for which a 365-day basis is the only
market practice available to the Administrative Agent, such rate shall be
calculated on the basis of the actual number of days elapsed over a year of 365
days) equal to the LIBOR Rate for the Interest Period in effect for such LIBOR
Loan plus the Applicable Margin.


 


(c)                                  Subject to the provisions of Section 2.10, interest on
each Swing Line Loan shall be payable at the rate (computed on the basis of the
actual number of days elapsed over a year of 360 days) provided in Section 2.1(c);
provided, that if a Swing Line Loan bears interest at the Base Rate, interest
shall be computed in accordance with subsection 2.9(a) above.


 


(d)                                 Interest on each Loan shall be payable in arrears on each
Interest Payment Date applicable to such Loan; provided that, (i) interest
accruing on overdue amounts pursuant to Section 2.10 shall be payable on
demand as provided in such Section and (ii) with respect to any Swing
Line Loan made under the Cash Management Agreements, interest on such Swing
Line Loans shall be payable as provided in subsection 2.1(c)(vii).  The LIBOR Rate and the Base Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.


 


43

















 


(e)                                  Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement (including this Section 2.9
and Section 2.10) shall be conclusive and binding on the Borrowers and the
Lenders in the absence of manifest error. 
At the request of the Borrowers, the Administrative Agent shall deliver
to the Borrowers a statement showing the quotations used by it in determining
any interest rate pursuant to subsections 2.9(a) and (b).


 


(f)                                    Subject to the provisions of this Agreement, the Borrowers
may select different interest rates and different Interest Periods to apply
simultaneously to Revolver Loans comprising different Tranches and may convert
to or renew one or more interest rates with respect to all or any portion of
Revolver Loans comprising any Tranche, provided, that there shall not be at any
one time outstanding more than six (6) Tranches in the aggregate (excluding
Swing Line Loans and with Base Rate Loans being considered, to the extent any
such Loans are outstanding, one Tranche).


 


(g)                                 If at any time the designated rate applicable to any Loan
made by any Lender exceeds such Lender’s highest lawful rate, the rate of
interest on such Lender’s Loan shall be limited to such Lender’s highest lawful
rate.  Interest on the principal amount
of each Loan made in an Optional Currency shall be paid by the Borrowers in
such Optional Currency.


 


2.10                           Default
Interest.  Upon the
occurrence of and during the continuance of an Event of Default under subsection
7.1(a) or (f), the outstanding principal amount of the Loans and, to the
extent permitted by law, accrued and unpaid interest thereon and any other
amount payable hereunder (after as well as before judgment), shall bear
interest from the date of such occurrence at a rate per annum which is (a) in
the case of principal of the Loans, the rate that would then be applicable
thereto pursuant to Section 2.9 plus 2.0% or (b) in the case of
interest or fees or other amounts, the rate which would be payable on any
outstanding Base Rate Loans which were then overdue.  Upon the occurrence of and during the
continuance of an Event of Default other than under subsection 7.1(a) or
(f), the outstanding principal amount of the Loans and, to the extent permitted
by law, accrued and unpaid interest thereon and any other amounts payable
hereunder, shall bear interest (after as well as before judgment) from the date
that the Administrative Agent, at the written request of the Required Lenders,
shall send notice to the Company of the application of the default rate at a
rate per annum which is (a) in the case of principal of the Loans, the
rate that would then be applicable thereto pursuant to Section 2.9 plus
2.0% or (b) in the case of interest or fees or other amounts, the rate
which would be payable on any outstanding Base Rate Loans which were then
overdue.  The Borrowers acknowledge that
such increased interest rate reflects, among other things, the fact that such
Loans or other amounts have become a substantially greater risk given their
default status and that the Lenders are entitled to additional compensation for
such risk.  Default interest payable on
any Loans hereunder made in an Optional Currency shall be paid by the Borrowers
in such Optional Currency.


 


2.11                           Pro Rata
Treatment of Loans and Payments; Commitment Fees.


 


(a)                                  Except as required under Section 2.13, each borrowing
by the Borrowers hereunder, each payment or prepayment of principal of the
Loans (other than the Swing Line Loans), each payment of interest on such
Loans, each payment of Commitment Fees 


 


44

















 


and
Letter of Credit Fees, and each reduction of the Commitments, shall be made pro rata
among the Lenders in accordance with their respective Commitment Percentages.


 


(b)                                 Except as provided in subsection 2.1(c), each borrowing of a
Swing Line Loan, each payment or prepayment of principal of a Swing Line Loan,
each payment of interest on the Swing Line Loans and each reduction of the
Swing Line Commitment shall be for the sole account of the Swing Line Lender.


 


(c)                                  Each Lender agrees that in computing such Lender’s portion
of any borrowing to be made hereunder, the Administrative Agent may, in its
discretion, round each Lender’s percentage of such borrowing to the next higher
or lower whole Dollar amount.


 


2.12                           Payments.


 


(a)                                  The Borrowers shall make each payment (including principal
of or interest on any borrowing or any fees or other amounts) hereunder not
later than 11:00 a.m., Philadelphia time, on the date when due to the
Administrative Agent at its offices set forth in Section 9.2 for the
ratable accounts of the Lenders in Dollars in immediately available funds; provided
that, any payments of principal of or interest on a Loan in an Optional
Currency shall be made not later than the time that the Borrowers shall be
notified by the Administrative Agent for payments with respect to such Optional
Currency, on the date due in immediately available funds at the Lending Office
at which such Loan was made in such funds as may then be customary for the
settlement of international transactions in such other Optional Currency.  Such payments shall be made without set-off
or counterclaim of any kind.  The
Administrative Agent shall promptly distribute such amounts to the applicable
Lenders in immediately available funds. 
The Administrative Agent’s and each Lender’s statement of account,
ledger or other relevant record shall, in the absence of manifest error, be
conclusive as the statement of the amount of principal of and interest on the
Loans and other amounts owing under this Agreement (including the Equivalent
Amounts of the applicable currencies where such computations are required).


 


(b)                                 Whenever any payment (including principal of or interest on
any borrowing or any fees or other amounts) hereunder (other than payments on
LIBOR Loans) shall become due, or otherwise would occur, on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of
interest or fees, if applicable. 
Whenever any payment (including principal of or interest on any
borrowing or any fees or other amounts) hereunder on a LIBOR Loan shall become due,
or otherwise would occur, on a day that is not a Business Day, such payment may
be made on the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event
such payment shall be made on the immediately preceding Business Day.


 


(c)                                  The entire amount of principal of and interest on any Loan
made in an Optional Currency shall be repaid in the same Optional Currency in
which such Loan was made, provided, however, that if it is
impossible or illegal for the Borrowers to effect payment of a Loan in the
Optional Currency in which such Loan was made, or if the Borrowers default in
their obligations to do so, the Required Lenders may at their option permit
such payment to be made (i) at and to a different location, subsidiary,
affiliate or correspondent of the Administrative


 


45
















 


Agent,
or (ii) in the Equivalent Amount of Dollars or (iii) in an Equivalent
Amount of such other currency (freely convertible into Dollars) as the Required
Lenders may solely at their option designate. 
Upon any events described in (i) through (iii) of the
preceding sentence, the Borrowers shall make such payment and the Borrowers
agree to hold each Lender harmless from and against any loss incurred by any
Lender arising from the cost to such Lender of any premium, any costs of
exchange, the cost of hedging and covering the Optional Currency in which such
Loan was originally made, and from any change in the value of Dollars, or such
other currency, in relation to the Optional Currency that was due and
owing.  Such loss shall be calculated for
the period commencing with the first day of the Interest Period for such Loan
and continuing through the date of payment thereof.  Without prejudice to the survival of any
other agreement of the Borrowers hereunder, the Borrowers’ obligations under
this subsection shall survive termination of this Agreement.


 


2.13                           LIBOR Rate
Unascertainable; Illegality; Increased Costs; Deposits Not Available.


 


(a)                                  The Administrative Agent shall have the rights specified in
subsection 2.13(c) if on any date on which a LIBOR Rate would otherwise
be determined, the Administrative Agent shall have determined that (i) adequate
and reasonable means do not exist for ascertaining such LIBOR Rate or (ii) a
contingency has occurred which materially and adversely affects the London
interbank eurodollar market relating to the LIBOR Rate.


 


(b)                                 The Administrative Agent shall have the rights specified in
subsection 2.13(c) if at any time:


 


(i)                                     any Lender
shall have determined that the making, maintenance or funding of any Loan to
which a LIBOR Rate applies has been made unlawful by compliance by such Lender
in good faith with any Law or any interpretation or application thereof by any
Governmental Authority or with any request or directive of any such
Governmental Authority (whether or not having the force of Law), or


 


(ii)                                  the Required
Lenders shall have determined that the making, maintenance or funding of any
Loan to which a LIBOR Rate applies has been made impracticable by compliance by
such Lenders in good faith with any Law or any interpretation or application
thereof by any Governmental Authority or with any request or directive of any
such Governmental Authority (whether or not having the force of Law), or


 


(iii)                               any Lender
shall have determined that such LIBOR Rate will not adequately and fairly reflect
the cost to such Lender of the establishment or maintenance of any such Loan,
or


 


(iv)                              any Lender
shall have determined that after making all reasonable efforts, deposits of the
relevant amount in Dollars or in the Optional Currency (as applicable) for the
relevant Interest Period for a Loan, to which a LIBOR Rate applies,
respectively, are not available to such Lender, or to banks generally, in the
interbank eurodollar market.


 


46

















 


(c)                                  In the case of any event specified in subsection 2.13(a) above,
the Administrative Agent shall promptly so notify the Lenders and the Borrowers
thereof, and in the case of an event specified in subsection 2.13(b) above,
such Lender(s) shall promptly so notify the Administrative Agent and
endorse a certificate to such notice as to the specific circumstances of such
notice, and the Administrative Agent shall promptly send copies of such notice
and certificate to the other Lenders and the Borrowers.  Upon such date as shall be specified in such
notice (which shall not be earlier than the date such notice is given), the
obligation of (A) the Lenders, in the case of such notice given by the
Administrative Agent, or (B) such Lender(s), in the case of such notice
given by such Lender(s), to allow the Borrowers to select, convert to or renew
a LIBOR Rate or select an Optional Currency (as applicable) shall be suspended
until the Administrative Agent shall have later notified the Borrowers, or such
Lender(s) shall have later notified the Administrative Agent, of the
Administrative Agent’s or such Lender(s)’, as the case may be, determination
that the circumstances giving rise to such previous determination no longer
exist.  If at any time the Administrative
Agent makes a determination under subsection 2.13(a) and the
Borrowers have previously notified the Administrative Agent of their selection
of, conversion to or renewal of a LIBOR Rate and such interest rate has not yet
gone into effect, such notification shall be deemed to provide for selection
of, conversion to or renewal of a Base Rate Loan to the extent permitted
hereunder.  If any Lender notifies the
Administrative Agent of a determination under subsection 2.13(b), the
Borrowers shall, subject to the Borrowers’ indemnification obligations under
subsection 2.18, as to any Loan of the Lender to which a LIBOR Rate
applies, on the date specified in such notice either (i) as applicable,
convert such Loan (if not denominated in an Optional Currency) to the Base Rate
or select a different Optional Currency or Dollars, or (ii) prepay such
Loan in accordance with Section 2.15. 
Absent due notice from the Borrowers of conversion or prepayment, such
Loan shall automatically be converted to the Base Rate upon such specified date
unless such Loan is in an Optional Currency in which case such Loan shall be
prepaid.


 


2.14                           Termination,
Reduction and Increase of Commitments.


 


(a)                                  The Commitments and the Swing Line Commitment shall be
automatically terminated on the Termination Date whereupon all Revolver Loans
and Swing Line Loans and accrued interest thereon shall become due and payable.


 


(b)                                 Upon at least five (5) Business Days’ prior irrevocable
written (including facsimile) notice to the Administrative Agent, the Borrowers
may at any time in whole permanently terminate, or from time to time in part
permanently reduce, the Commitments; provided, however, that (i) each
partial reduction of the Commitments shall be in a minimum principal amount of
$5,000,000 or in a whole multiple thereof, and (ii) the Commitments may
not be reduced or terminated if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the Dollar
Equivalent Facility Usage at such time would exceed the Total Commitments at
such time.


 


(c)                                  Each reduction in the Commitments hereunder shall be made
ratably among the Lenders in accordance with their respective Commitment
Percentages.  The Borrowers shall pay to
the Administrative Agent for the account of the Lenders on the date of each termination
or reduction of the Commitments the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to the date of such termination or
reduction.


 


47

















 


(d)                                 (i)  The Borrowers may at any time and from time
to time, subject to the last sentence hereof, request an increase in the
Commitments by sending a written notice thereof to the Administrative
Agent.  Such notice shall specify the
total amount of the increase requested by the Borrowers (the “Requested
Increase”); provided  that, (i) the Requested Increase
shall be in an amount equal to at least $10,000,000 and (ii) the Total
Commitments shall not at any time exceed $275,000,000 less the aggregate amount
of any permanent reductions of the Commitments pursuant to subsection 2.14(b) hereof.  Upon receipt of such notice from the
Borrowers, the Administrative Agent shall promptly give notice thereof to the
Lenders.  The fees, if any, for any
increase in the Commitments shall be determined at the time of any request for
any such increase.  Each Lender shall
respond in writing to the Administrative Agent, within fifteen (15) days of
receipt of a Requested Increase (or such shorter period as the Administrative
Agent and the Borrowers shall agree), stating the maximum amount, if any, by
which such Lender is willing to increase its Commitment (the “Offered Amount”);
provided, however, that if a Lender fails to respond to the
Requested Increase within the time frame specified by the Administrative Agent,
such Lender’s Offered Amount shall be deemed to be $0.  No Lender shall be obligated to increase its
Lender’s Commitment and any such increase shall be in each Lender’s
discretion.  If the total of the Offered
Amount for all of the Lenders is greater than the Requested Increase, the
Requested Increase shall be allocated amongst the offering Lenders as the
Borrowers and the Administrative Agent shall agree and, absent any such
agreement, pro rata based on each Lender’s
then existing Commitment Percentage.  Any
Lender that increases its Commitment shall execute and deliver to the
Administrative Agent a duly completed commitment and acceptance in form and
substance acceptable to the Administrative Agent, and the Borrowers shall pay
to the Administrative Agent a processing and recordation fee of $3,500.  If the total of the Offered Amount for all of
the Lenders is equal to or less than the Requested Increase (x) unless the
Borrowers and the Administrative Agent shall otherwise agree, each Lender’s
Commitment shall increase by its Offered Amount and (y) the Borrowers may,
subject to the consent of the Administrative Agent, offer the difference, if
any, between the Requested Increase and the amount of the increase in the
Commitments pursuant to clause (x) above to one or more new banks or other
financial institutions (each a “Proposed New Lender”).  If the Borrowers request that a Proposed New
Lender join this Agreement and provide a Commitment hereunder, the Borrowers
shall at least seven (7) days prior to the date (or such other period as
the Administrative Agent and the Borrowers shall agree) on which such Proposed
New Lender proposes to join this Agreement notify the Administrative Agent, the
Swing Line Lender and the Issuing Lender of the name of the Proposed New Lender
and the amount of its proposed Commitment and deliver a duly completed joinder
agreement with respect to such Proposed New Lender in form and substance
acceptable to Administrative Agent, the Swing Line Lender and the Issuing
Lender (the “New Lender Joinder”), together with a processing and
recordation fee of $3,500.  Upon the
consent of the Administrative Agent, the Swing Line Lender and the Issuing
Lender to a Proposed New Lender joining this Agreement (which consents shall
not be unreasonably withheld or delayed), such Proposed New Lender shall join
this Agreement pursuant to the provisions of subsection 9.6(j), including that
its minimum Commitment be at least $5,000,000 or such lesser amount as the
Administrative Agent shall agree.


 


(ii)                                  On the
effective date of any increase by a Lender of its Commitment or the joinder of
any Proposed New Lender (the “Increase Date”), which date shall be a
date acceptable to the Administrative Agent, the Borrowers shall repay all
Revolver Loans (together with any amounts due under Section 2.18 as a
result of such payment) and reborrow a 


 


48

















 


like amount of Revolver Loans from the
Lenders, including any Proposed New Lender joining this Agreement, according to
their new Commitment Percentages.  The
Administrative Agent may, to the extent the Administrative Agent considers it
practicable, net payments to and borrowings from the same Lender.  In addition, on the Increase Date, each
Lender that is increasing its Commitment and each Proposed New Lender that is
joining this Agreement shall be deemed to have irrevocably and unconditionally
purchased and received, without recourse or warranty, from the Lenders party to
this Agreement immediately prior to the Increase Date, an undivided interest
and participation in any Letter of Credit then outstanding, ratably, such that
each Lender (including each Lender increasing its Commitment and each Proposed
New Lender that is joining this Agreement) holds a participation interest in
each such Letter of Credit in the amount of its then Commitment Percentage
thereof.


 


(iii)                               Following any
increase in Commitments pursuant to this subsection 2.14(d), the Administrative
Agent shall send to the Lenders and the Borrowers a revised Schedule I setting
forth each Lender’s new Commitment.  Such
schedule shall replace the existing Schedule I if no Lender objects thereto
within ten (10) days of its receipt thereof.


 


(iv)                              Notwithstanding
anything to the contrary in this subsection 2.14(d), (x) the Borrowers may
not request an increase in the Commitments if at the time of such request a
Default or Event of Default shall exist and (y) no increase in the
Commitments (including by way of the addition of a Proposed New Lender) shall
become effective if on the date that such increase would become effective, a
Default or Event of Default shall exist.


 


2.15                           Prepayment of
Loans.


 


(a)                                  The Borrowers shall have the right at any time and from time
to time to prepay Loans in the currency or currencies in which such Loans were
made, in whole or in part, without premium or penalty (but in any event subject
to subsection 2.18), upon prior written, telecopy or telephonic notice to the
Administrative Agent given, in the case of Base Rate Loans, no later than 11:00
am., Philadelphia time, one (1) Business Day before any proposed
prepayment, and in the case of LIBOR Loans, no later than 11:00 a.m.,
Philadelphia time, three (3) Business Days before any such proposed
prepayment.  In each case the notice
shall specify the date, amount and currency of each such prepayment, whether
the prepayment is of LIBOR Loans or Base Rate Loans, or a combination thereof,
and, if a combination thereof, the amount allocable to each; provided, however,
that each such partial prepayment shall be in the principal amount of at least (i) with
respect to prepayments of Base Rate, $1,000,000 or in whole multiples of
$100,000 in excess thereof, and (ii) with respect to prepayments of Loans
in Dollars that bear interest at the LIBOR Rate, $3,000,000 or in whole
multiples of $100,000 in excess thereof, and (iii) with respect to
prepayment of Loans in an Optional Currency, the Dollar Equivalent of
$3,000,000 or in whole multiples of the Dollar Equivalent of $100,000 in excess
thereof.


 


(b)                                 On the date of any termination or reduction of the
Commitments pursuant to Section 2.14, the Borrowers shall pay or prepay so
much of the Loans as shall be necessary in order that the Dollar Equivalent
Facility Usage at such time would not exceed the aggregate amount of the
Commitments at such time.


 


49

















 


(c)                                  If on any Computation Date the amount of the Dollar
Equivalent Facility Usage is greater than the Total Commitments at such time,
as applicable, as a result of a change in exchange rates between one or more
Optional Currencies and Dollars, then the Administrative Agent shall notify the
Borrowers of the same and the Borrowers shall within two (2) Business Days
after receiving such notice prepay so much of the Loans as shall be necessary
in order that the Dollar Equivalent Facility Usage shall not exceed the Total
Commitments after giving effect to such prepayments.  If on any Computation Date the amount of the
Exposure of any Lender is greater than the Commitment of such Lender at such
time as a result of change in exchange rates between one or more Optional
Currencies and Dollars, then the Administrative Agent shall notify the
Borrowers of the same and the Borrowers shall within two (2) Business Days
after receiving such notice prepay so much of the Revolver Loans as shall be
necessary in order that the Exposure of such Lender shall not exceed the
Commitment of such Lender after giving effect to such prepayments.


 


(d)                                 All prepayment notices shall be irrevocable.  The principal amount of the Loans for which a
prepayment notice is given, together with interest on such principal amount
except with respect to Base Rate Loans, shall be due and payable on the date
specified in such prepayment notice as the date on which the proposed
prepayment is to be made in the currency in which such Loan was made.  If the Borrowers prepay a Revolver Loan, all
outstanding Swing Line Loans shall (unless the Swing Line Lender shall
otherwise agree) first be repaid from the proceeds thereof.  If the Borrowers fail to specify the
applicable Tranche which the Borrowers are prepaying, the prepayment shall,
subject to the immediately prior sentence, be applied to Base Rate Loans, then
to Dollar LIBOR Loans and then to Optional Currency Loans, with payments
applied to LIBOR Loans being applied in order of next maturing Interest
Periods.  Any prepayment hereunder shall
be subject to the Borrowers’ obligation to indemnify the Lenders under Section 2.18.


 


(e)                                  Upon receipt of any notice of prepayment, the Administrative
Agent shall promptly notify each Lender thereof.


 


(f)                                    Amounts prepaid pursuant to this Section (other than
subsection (b) hereof) may be reborrowed, subject to the terms and
conditions hereof.


 


2.16                           Requirements of
Law.


 


(a)                                  In the event that any change in any Requirement of Law or in
the interpretation, or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:


 


(i)                                     shall subject
any Lender to any tax of any kind whatsoever with respect to this Agreement,
any Note, any Letter of Credit, any Application or any LIBOR Loan made by it or
payments by the Borrowers of principal, interest, fees or other amounts due
from the Borrowers hereunder, or change the basis of taxation of payments to
such Lender in respect thereof (except for taxes covered by Section 2.17
and changes in the rate of tax on the net income or franchise taxes of such
Lender or a surcharge on the net income or franchise taxes of such Lender);


 


50

















 


(ii)                                  shall impose,
modify or hold applicable any reserve, special deposit, compulsory loan or
similar requirement against assets held by, deposits or other liabilities in or
for the account of, advances, loans, letters of credit  or other extensions of credit by, or any
other acquisition of funds by, any Lender or any Lending Office of any Lender
which is not otherwise included in the determination of the interest rate on
such LIBOR Loan hereunder; or


 


(iii)                               shall impose on
any Lender or any Lending Office of any Lender any other condition;


 


and
the result of any of the foregoing is to increase the cost to such Lender or
its Lending Office, by an amount which such Lender deems to be material, of
making, converting into, continuing or maintaining LIBOR Loans, maintaining any
commitment hereunder or issuing or participating in Letters of Credit or to
reduce any amount receivable hereunder in respect thereof then, in any such
case, the Borrowers shall as promptly as practicable pay such Lender, upon its
demand, any additional amounts necessary to compensate such Lender for such
increased cost or reduced amount receivable. 
If any Lender becomes entitled to claim any additional amounts pursuant
to this subsection, it shall as promptly as practicable notify the Company,
through the Administrative Agent, of the event by reason of which it has become
so entitled.  A certificate as to any
additional amounts payable pursuant to this subsection setting out in
reasonable detail the calculation thereof, submitted by such Lender, through
the Administrative Agent, to the Company shall be conclusive in the absence of
manifest error.  This covenant shall
survive the termination of this Agreement and the payment of the Notes and all
other amounts payable hereunder.


 


(b)                                 In the event that any Lender shall have determined that any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender’s or such corporation’s capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such change or compliance (taking into consideration such Lender’s or such
corporation’s policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, the Borrowers shall as
promptly as practicable pay such Lender, upon its demand, such additional
amount or amounts as will compensate such Lender for such reduction.  If any Lender becomes entitled to claim any
additional amounts pursuant to this subsection, it shall as promptly as practicable
notify the Company, through the Administrative Agent, of the event by reason of
which it has become so entitled.  A
certificate as to any additional amounts payable pursuant to this subsection
submitted by such Lender, through the Administrative Agent, to the Company
shall be conclusive in the absence of manifest error.  This covenant shall survive the termination
of this Agreement and the payment of the Notes and all other amounts payable
hereunder.


 


(c)                                  Each Lender agrees that it will use reasonable efforts in
order to avoid or to minimize, as the case may be, the payment by the Borrowers
of any additional 


 


51

















 


amount
under subsections 2.16(a) or (b); provided, however,
that no Lender shall be obligated to incur any expense, cost or other amount in
connection with utilizing such reasonable efforts.


 


(d)                                 Failure or delay on the part of any Lender to demand
compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital (“Costs”) shall not
constitute a waiver of such Lender’s right to demand such compensation;
provided that the Borrowers shall not be under any obligation to compensate any
Lender under paragraph (a) or (b) above with respect to Costs with
respect to any period prior to the date that is three months prior to the date
such Lender knew or should reasonably have been expected to be aware of (i) the
circumstances giving rise to such Costs, (ii) the fact that such
circumstances would in fact result in a claim for increased compensation by
reason of such Costs, and (iii) the exact amount of such Costs; provided
further that the foregoing limitation shall not apply to any Costs arising out
of the retroactive application of any law, regulation, rule, guideline or
directive as aforesaid within such three month period.


 


2.17                           Taxes.


 


(a)                                  All payments made by the Borrowers hereunder and under each
Note shall be made free and clear of and without deduction for any present or
future taxes, levies, imposts, deductions, charges, or withholdings, and all
liabilities with respect thereto, including any interest, additions to tax or
penalties applicable thereto (excluding, in the case of the Administrative
Agent and each Lender, (i) net income taxes and franchise or gross
receipts taxes imposed on the Administrative Agent or such Lender, as the case
may be, as a result of a present or former connection between the jurisdiction
of the government or taxing authority imposing such tax and the Administrative
Agent or such Lender (excluding a connection arising solely from the
Administrative Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement, the Notes
or the other Loan Documents) and (ii) with respect to any Lender that is a
“foreign financial institution” as defined in Section 1471(d)(4) of
the Code and any regulations promulgated thereunder, any taxes imposed as a
result of a failure by such Lender to comply with the requirements of Sections
1471 through 1474 of the Code and any regulations promulgated thereunder to
establish an exemption from withholding thereunder) (all such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions and withholdings
being hereinafter called “Taxes”). 
If the Borrowers shall be required by Law to deduct any Taxes from or in
respect of any sum payable hereunder or under any Note, (i) the sum
payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent and each Lender receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the
Borrowers shall make such deductions and (iii) the Borrowers shall timely
pay the full amount deducted to the relevant tax authority or other authority
in accordance with applicable Law.


 


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


 


52

















 


(c)                                  The Borrowers shall indemnify the Administrative Agent and
each Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this subsection) paid by the Administrative Agent or any Lender
and any liability (including penalties, interest, and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted.  This
indemnification shall be made within 30 days from the date the Administrative
Agent or a Lender makes written demand therefor.


 


(d)                                 Within 30 days after the date of any payment of any Taxes or
Other Taxes by the Borrowers, if available, the Borrowers shall furnish to the
Administrative Agent and each Lender, at its address referred to herein, the
original or a certified copy of a receipt evidencing payment thereof.


 


(e)                                  Without prejudice to the survival of any other agreement of
the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in subsections 2.17(a) through (d) shall survive the
payment in full of principal and interest hereunder and under any instrument
delivered hereunder.


 


(f)                                    Each Lender that is not created or organized under the laws
of the United States or a state thereof agrees that it will deliver to the
Borrowers and the Administrative Agent on or prior to the Closing Date in the
case of each initial Lender and on or prior to the effective date of the
Assignment and Assumption or New Lender Joinder pursuant to which it becomes a
Lender in the case of each other Lender two duly completed copies of United
States Internal Revenue Service Form W-8ECI, W-8BEN or W-8IMY, as the case
may be, or successor applicable form. 
Each such Lender also agrees to deliver to the Borrowers and the
Administrative Agent two further copies of the said Form W-8ECI, W-8BEN or
W-8IMY or successor applicable forms or other manner of certification, as the
case may be, on or before the date that any such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Borrowers, and such extensions or
renewals thereof as may reasonably be requested by the Borrowers or the
Administrative Agent, unless in any such case 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 all
such forms inapplicable or which would prevent such Lender from duly completing
and delivering any such form with respect to it and such Lender so advises the
Borrowers and the Administrative Agent. 
Such Lender shall certify, in the case of a Form W-8ECI, W-8BEN or
W-8IMY, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes.  If any form provided by a Lender at the time
such Lender first becomes a party to this Agreement indicates a United States
interest withholding rate in excess of zero, withholding tax at such rate shall
be considered excluded from “Taxes” as defined in subsection 2.17(a).  Each Lender shall deliver to the Borrowers
and the Administrative Agent, with respect to Taxes imposed by any Governmental
Authority other than the United States of America, similar forms, if available
(or the information that would be contained in similar forms if such forms were
available), to the forms which are required to be provided under this
subsection with respect to Taxes of the United States of America.


 


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(g)                                 Notwithstanding the foregoing subsections 2.17(a) through
(e), the Borrowers shall not be required to pay any additional amounts to any
Lender in respect of United States withholding or backup withholding tax
pursuant to such subsections if (i) the obligation to pay such additional
amounts would not have arisen but for a failure by such Lender to comply with
the requirements of subsection 2.17(f) or (ii) such Lender shall not
have furnished the Company with such forms listed in subsection 2.17(f) and
shall not have taken such other steps as reasonably may be available to it
under applicable tax laws and any applicable tax treaty or convention to obtain
an exemption from, or reduction (to the lowest applicable rate) of, such United
States withholding tax.


 


(h)                                 If the Administrative Agent or any Lender receives a refund
in respect of Taxes or Other Taxes paid by the Borrowers, which in the good
faith judgment of the Administrative Agent or such Lender is allocable to such
payment, it shall, if no Event of Default has occurred, promptly pay such
refund to the Borrowers, net of all out-of-pocket expenses (including any taxes
to which such Lender has become subject as a result of its receipt of such
refund) of the Administrative Agent or such Lender incurred in obtaining such
refund and without interest; provided, however, that the Borrowers agree to
promptly return such refund (plus all out-of-pocket expenses including any
penalties, interest or other charges imposed by the relevant governmental
authority) to the Administrative Agent or the applicable Lender, as the case
may be, if it receives notice from the Administrative Agent or such Lender that
the Administrative Agent or such Lender is required to repay such refund to
such governmental authority.  Nothing
contained in this Section 2.17(h) shall require the Administrative
Agent or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems to be confidential) to the Borrowers or
any other Person.


 


2.18                           Indemnity.


 


(a)                                  The Borrowers jointly and severally agree to indemnify each
Lender and to hold each Lender harmless from any loss or expense which such
Lender may sustain or incur as a consequence of (i) default by the
Borrowers in payment when due of the principal amount of or interest on any
LIBOR Loan or Swing Line Loan, (ii) default by the Borrowers in making a
borrowing of, conversion into or continuation of LIBOR Loans or Swing Line
Loans which are not Base Rate Loans after the Borrowers have given a notice
requesting the same in accordance with the provisions of this Agreement, (iii) default
by the Borrowers in making any prepayment after the Borrowers have given a
notice thereof in accordance with the provisions of this Agreement, (iv) the
making of a prepayment (whether voluntary, mandatory, as a result of
acceleration or otherwise) of LIBOR Loans or Swing Line Loans which are not
Base Rate Loans on a day which is not the last day of an Interest Period with
respect thereto (or, in the case of a Swing Line Loan on the date such Swing
Line Loan is due), or (v) the assignment of any LIBOR Loan other than on
the last day of the Interest Period or maturity date applicable thereto as a
result of a request by the Borrowers pursuant to Section 2.24,including,
without limitation, in each case, any such loss or expense arising from the
reemployment of funds obtained by it or from fees payable to terminate the
deposits from which such funds were obtained. 
A certificate as to any amounts that a Lender is entitled to receive
under this Section 2.18 submitted by such Lender, through the
Administrative Agent, to the Company shall be conclusive in the absence of
manifest error and all such amounts shall be paid by the Borrowers 


 


54

















 


promptly
upon demand by such Lender.  This covenant
shall survive the termination of this Agreement and the payment of the Notes
and all other amounts payable hereunder.


 


(b)                                 For the purpose of calculation of all amounts payable to a
Lender under this subsection, each Lender shall be deemed to have actually
funded its relevant LIBOR Loan or Swing Line Loan through the purchase of a
deposit bearing interest at the LIBOR Rate or the applicable rate on such Swing
Line Loan, as the case may be, in an amount equal to the amount of that LIBOR
Loan or Swing Line Loan, as the case may be, and having a maturity comparable
to the relevant Interest Period or applicable period for such Swing Line Loan; provided,
however, that each Lender may fund each of its LIBOR Loans, and the
Swing Line Lender may fund its Swing Line Loans, in any manner it sees fit, and
the foregoing assumptions shall be utilized only for the calculation of amounts
payable under this subsection.  This
covenant shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.


 


2.19                           Judgment
Currency.


 


(a)                                  If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder or under a Note in any currency (the “Original
Currency”) into another currency (the “Other Currency”), the parties
hereby agree, to the fullest extent permitted by Law, that the rate of exchange
used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the Original Currency with the Other
Currency after any premium and costs of exchange on the Business Day preceding
that on which final judgment is given.


 


(b)                                 The obligation of the Borrowers in respect of any sum due
from the Borrowers to any Lender hereunder shall, notwithstanding any judgment
in an Other Currency, whether pursuant to a judgment or otherwise, be
discharged only to the extent that, on the Business Day following receipt by
any Lender of any sum adjudged to be so due in such Other Currency, such Lender
may in accordance with normal banking procedures purchase the Original Currency
with such Other Currency.  If the amount
of the Original Currency so purchased is less than the sum originally due to
such Lender in the Original Currency, the Borrowers jointly and severally
agree, as a separate obligation and notwithstanding any such judgment or
payment, to indemnify such Lender against such loss.


 


2.20                           Borrowers’
Representative.   Each of
the Borrowers hereby appoints the Company as its non-exclusive representative,
and grants to the Company an irrevocable power of attorney to act as its
attorney-in-fact, with regard to all matters relating to this Agreement and
each of the other Loan Documents, including, without limitation, execution and
delivery of any Notice of Borrowing, and amendments, supplements, waivers or
other modifications hereto or thereto, receipt of any notices hereunder or
thereunder and receipt of service of process in connection herewith or
therewith and making all elections as to interest rates and interest payment dates.  (In such capacity, the Company is herein
referred to as the “Borrowers’ Representative.”)  The Administrative Agent and the Lenders
shall be entitled to rely exclusively on the Borrowers’ Representative’s
authority so to act in each instance without inquiry or investigation, and each
of the Borrowers hereby agrees to indemnify and hold harmless the
Administrative Agent and the Lenders for any losses, costs, delays, errors,
claims, penalties or


 


55






 












 


charges arising from or out
of the Borrowers’ Representative’s actions pursuant to this Section 2.20
and the Administrative Agent’s and the Lenders’ reliance thereon and
hereon.  Notice from the Borrowers’
Representative shall be deemed to be notice from all of the Borrowers and
notice to the Borrowers’ Representative shall be deemed to be notice to all of
the Borrowers.  Nothing in this Section 2.20
shall vitiate or be held contrary to the Borrowers’ representations and
covenants regarding the Loans or the net worth or solvency of the Borrowers
made herein or in any of the Loan Documents.


 


2.21                           European
Monetary Union.  (a) 
If (i) any Optional Currency ceases to be lawful currency of the nation
issuing the same and is replaced by the Euro, or (ii) any Optional
Currency and the Euro are at the same time recognized by any governmental
authority of the nation issuing such currency as lawful currency of such nation
and the Administrative Agent shall so request in a notice delivered to the
Borrowers, then any amount payable hereunder by the Borrowers in such Optional
Currency shall instead be payable in the Euro and the amount so payable shall
be determined by translating the amount payable in such Optional Currency to
the Euro at the exchange rate recognized by the European Central Bank for the
purpose of implementing the replacement of the relevant Optional Currency by
the Euro (and the provisions governing payments in Optional Currencies in this
Agreement shall apply to such payment in the Euro as if such payment in the
Euro were a payment in an Optional Currency) (“a Currency Replacement”).  Prior to the occurrence of the event or
events described in clauses (i) and (ii) of the preceding sentence,
each amount payable hereunder in any Optional Currency will, except as
otherwise provided herein, continue to be payable only in that Optional
Currency.


 


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


 


(c)                                  The Borrowers agree at the time of or at any time following
the implementation of any changes to the European monetary union, to use
reasonable efforts to enter into an agreement amending this Agreement in order
to reflect the implementation of such changes, and to place the Lenders and the
Borrowers in the position with respect to the settlement of payments of the
Euro as they would have been with respect to the settlement of the Optional
Currency it replaced.


 


2.22                           Foreign
Borrower Obligations.  (a)           Notwithstanding the joint
and several liability of the Borrowers under this Agreement, the obligations of
each Foreign Borrower on account of principal and interest and Reimbursement
Obligations shall be limited to the principal amount advanced to such Foreign
Borrower and its Subsidiaries and reimbursement of draws under Letters of
Credit issued for the account of such Foreign Borrower and its Subsidiaries
and, 


 


56

















 


in each case, interest
thereon. Each Foreign Borrower shall be liable only for its pro rata share of all fees and expenses and
other sums due hereunder (other than principal and interest on the Loans) based
upon the ratio of Loans outstanding to such Foreign Borrower to the total
amount of Loans outstanding hereunder.


 


(b)                                 Any Foreign Borrower may from time to time deliver a
termination notice to the Administrative Agent requesting that it no longer be
a party hereto.  Such termination shall
be effective two Business Days after receipt by the Administrative Agent so
long as all obligations of such Foreign Borrower hereunder have been paid in
full (including principal, interest and other amounts) and no Letter of Credit
issued for the account or benefit of such Foreign Borrower is outstanding;
provided that, to the extent this Agreement provides for the survival of
certain provisions upon termination hereof, such surviving provisions shall
survive a termination under this subsection with respect to any such Foreign
Borrower.  Following receipt of such
notice, no further Loans may be borrowed by such Foreign Borrower hereunder,
unless such Foreign Borrower shall thereafter rejoin this Agreement as a
Borrower pursuant to the joinder provisions of Section 5.9 hereof.


 


2.23                           Change of
Lending Office.   Each
Lender agrees that, upon the occurrence of any event giving rise to the
operation of Sections 2.16 or 2.17 with respect to such Lender, it will, if
requested by the Borrowers, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any
Loans affected by such event with the object of avoiding the consequences of
such event; provided, that such designation is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) to
suffer no economic, legal, regulatory or other disadvantage, and provided,
further, that nothing in this Section shall affect or delay the required
performance of any of the obligations of the Borrowers or the rights of any
Lender pursuant to Sections 2.16 or 2.17.


 


2.24                           Substitution of
Lenders.   Upon the receipt by the
Borrowers from any Lender (an “Affected Lender”) of a notice under Section 2.13(b) or
a claim under Section 2.16 or 2.17, or at any time that a Lender is a
Defaulting Lender, the Borrowers may:  (a) request
one or more of the other Lenders to acquire and assume all or part of such
Affected Lender’s or Defaulting Lender’s, as the case may be, Loans and
Commitment; or (b) replace such Affected Lender or Defaulting Lender, as
the case may be, by designating another Lender or financial institution that is
willing to acquire such Loans and assume such Commitment; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Default
or Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) the replacement Lender or institution shall purchase,
at par, all Loans, accrued interest, accrued fees and other amounts owing to
such replaced Lender on and as of the date of replacement, (iv) the
Borrowers shall be liable to such replaced Lender under Section 2.18 if
any LIBOR Loan owing to such replaced Lender shall be prepaid (or purchased)
other than on the last day of the Interest Period relating thereto and shall
pay any such amounts to such Lender on the date of such replacement, (v) the
replacement Lender or institution, if not already a Lender, shall be reasonably
satisfactory to the Administrative Agent, (vi) the replaced Lender shall
be obligated to make such replacement in accordance with the provisions of Section 9.6
(provided that the Borrowers or replacement Lender shall be obligated to pay
the registration and processing fee),(vii) the Borrowers shall pay all
additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the
case may be, to the extent such additional amounts were incurred on or prior


 


57

















 


to the consummation of such
replacement and (viii) in the case of any such assignment resulting from a
claim under Section 2.16 or 2.17, such assignment will result in a
reduction in such compensation or payments thereafter.


 


2.25                           Defaulting
Lenders.  Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting
Lender:


 


(a)                                  such Defaulting Lender shall no
longer be entitled to receive its Commitment Percentage of Commitment Fees or
Letter of Credit Fees otherwise payable pursuant to Sections 2.7 and 2.8
hereof, and thereafter, so long as any Lender is a Defaulting Lender, the fees
payable to the non-Defaulting Lenders pursuant to Section 2.7 and 2.8
shall be based on their Adjusted Commitment Percentages; provided that (i) if
a Letter of Credit Collateral Account is maintained pursuant to Section 2.25(c)(iv),
the Borrower shall not be required to pay any fees pursuant to Section 2.8
with respect to the unallocated portion of such Defaulting Lender’s Commitment
Percentage of all Letter of Credit Obligations, and (ii) if any Defaulting
Lender’s Commitment Percentage of the Letter of Credit Obligations is neither
reallocated nor cash collateralized pursuant to Section 2.25(c), then
without prejudice to any rights or remedies of the Issuing Bank or any Lender
hereunder, all fees payable under Section 2.8 with respect thereto shall
be payable to the Issuing Bank until such Defaulting Lender’s Commitment
Percentage of the Letter of Credit Obligations is reallocated and/or cash
collateralized.


 


(b)                                 such Defaulting Lender, or the
Commitment Percentage of such Defaulting Lender, as applicable, shall not be
included in determining whether all Lenders or Required Lenders have taken or
may take any action hereunder (including any consent to any amendment or waiver
pursuant to Section 9.1), provided that any waiver, amendment or
modification requiring the consent of all Lenders or each affected Lender which
affects such Defaulting Lender differently than other affected Lenders shall
require the consent of such Defaulting Lender;


 


(c)                                  if any outstanding Swing Line
Loans or Letters of Credit exist at the time a Lender becomes a Defaulting
Lender then:


 


(i)                                     such Defaulting
Lender’s pro rata portion of such Swing Line Loans shall be reallocated among
the non-Defaulting Lenders in accordance with their respective Adjusted
Commitment Percentages but only to the extent (x) the sum of all
non-Defaulting Lenders’ Adjusted Commitment Percentages of the  aggregate principal amount of all outstanding
Swing Line Loans plus the aggregate Dollar Equivalent principal amount of all
outstanding Revolver Loans plus the aggregate amount of the Letter of Credit
Obligations then outstanding does not exceed the aggregate amount of all
non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 4.2
are satisfied at such time; and


 


(ii)                                  such Defaulting
Lender’s participation interests in such outstanding Letters of Credit shall be
reallocated among the non-Defaulting Lenders in accordance with their
respective Adjusted Commitment Percentages but only to the extent (x) the
sum of all non-Defaulting Lenders’ Adjusted Commitment Percentages of the  aggregate 


 


58

















 


principal amount of all outstanding Swing
Line Loans plus the aggregate Dollar Equivalent principal amount of all
outstanding Revolver Loans plus the aggregate amount of the Letter of Credit
Obligations then outstanding does not exceed the aggregate amount of all
non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 4.2
are satisfied at such time; and


 


(iii)                               to the extent
that all or any part of such Defaulting Lender’s pro rata portion of Swing Line
Loans cannot be reallocated pursuant to Section 2.25(c)(i), then the
Borrowers (A) shall, within 15 days following notice from the
Administrative Agent until such Defaulting Lender ceases to be a Defaulting
Lender under this Agreement, establish and, thereafter, maintain a special
collateral account (the “Swing Line Collateral Account”) at the
Administrative Agent’s office at the address specified pursuant to Section 9.2,
in the name of the Borrowers but under the sole dominion and control of the
Administrative Agent, (B) grant to the Administrative Agent for the
benefit of the Lenders, solely as security for repayment of the unallocated
portion of such Defaulting Lender’s Commitment Percentage of outstanding Swing
Line Loans, a security interest in and to the Swing Line Collateral Account and
any funds that may thereafter be deposited therein and (C) shall maintain
in the Swing Line Collateral Account an amount equal to the unallocated portion
of such Defaulting Lender’s Commitment Percentage of outstanding Swing Line
Loans; and


 


(iv)                              to the extent
that all or any part of such Defaulting Lender’s participations in outstanding
Letters of Credit cannot be reallocated pursuant to Section 2.25(c)(ii),
then the Borrowers (A) shall, within 15 days following notice from the
Administrative Agent until such Defaulting Lender ceases to be a Defaulting
Lender under this Agreement, establish and, thereafter, maintain a special
collateral account (the “Letter of Credit Collateral Account”) at the
Administrative Agent’s office at the address specified pursuant to Section 9.2
in the name of the Borrowers but under the sole dominion and control of the
Administrative Agent, (B) grant to the Administrative Agent for the
benefit of the Lenders, as security for the unallocated portion of such
Defaulting Lender’s Commitment Percentage of all Letter of Credit Obligations,
a security interest in the Letter of Credit Collateral Account and any funds
that may be deposited therein and (C) shall maintain in the Letter of
Credit Collateral Account an amount equal to the unallocated portion of such
Defaulting Lender’s Commitment Percentage of all Letter of Credit Obligations,
regardless of whether any Letters of Credit have then been drawn.


 


(d)                                 the Swing Line Lender shall not be required to, but in its
sole discretion may from time to time elect to, fund any Swing Line Loan and no
Issuing Lender shall be required to, but in its sole discretion may from time
to time elect to, issue, amend or increase any Letter of Credit, unless it is
satisfied in its sole discretion that the related exposure will be 100% covered
by the non-Defaulting Lenders and/or cash collateral will be provided by the
Borrowers in accordance with Section 2.25(c).


 


(e)                                  any amount payable to such Defaulting Lender hereunder
(whether on account of principal, interest, fees or otherwise, but excluding Section 2.24)
shall, in lieu of being distributed to such Defaulting Lender, be retained by
the Administrative Agent in a segregated account and, subject to any applicable
requirements of law, be applied at such time or times as may be determined by
the Administrative Agent (i) first, to the payment of any amounts 


 


59

















 


owing by such Defaulting Lender
to the Administrative Agent hereunder, (ii) second, pro rata, to the
payment of any amounts owing by such Defaulting Lender to the Issuing Lender or
Swing Line Lender hereunder, (iii) third, to the funding of any Loan or
the funding of any participating interest in any Swing Line Loan or Letter of
Credit in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the
Administrative Agent, (iv) fourth, if so determined by the Administrative
Agent and the Borrower, held in such account as cash collateral for future
funding obligations of the Defaulting Lender under this Agreement, (v) fifth,
pro rata, to the payment of any amounts owing to the Borrowers or the Lenders
as a result of any judgment of a court of competent jurisdiction obtained by the
Borrowers or any Lender against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; provided
that, if an Event of Default shall have occurred and be continuing, any
payments that would be made to the Borrowers may be applied by the
Administrative Agent to the Obligations in such order as the Administrative
Agent shall elect and (vi) sixth, to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that if such
payment is (x) a prepayment of the principal amount of any Loans or
reimbursement obligations in respect of Letters of Credit for which a
Defaulting Lender has funded its participation obligations and (y) made at
a time when the conditions set forth in Section 4.2 are satisfied, the
remaining portion of such payment shall be applied solely to prepay the Loans
of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata
prior to being applied to the prepayment of any Loans, or reimbursement
obligations owed to, any Defaulting Lender.


 


(f)                                    In the event that the Administrative Agent, the Borrowers,
each Issuing Lender and the Swing Line Lender each agrees that a Defaulting
Lender has adequately remedied all matters that caused such Lender to be a
Defaulting Lender, then the Swing Line Loans and Letters of Credit
participations of the Lenders shall be readjusted to reflect the inclusion of
such Lender’s Commitment Percentage and on such date such Lender shall purchase
at par such of the Loans of the other Lenders (other than Swing Line Loans) as
the Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Commitment Percentage, subject
to the provisions of Section 2.18.


 


SECTION 3.  REPRESENTATIONS AND WARRANTIES


 


To induce the Administrative Agent and the Lenders
to enter into this Agreement and to make the Loans and issue or participate in
the Letters of Credit, each of the Borrowers hereby represents and warrants to
the Administrative Agent and each Lender that:


 


3.1                                 Financial
Condition.  The
consolidated balance sheet of the Company and its consolidated Subsidiaries as
at December 31, 2009 and the related consolidated statements of income and
of cash flows for the period ended on such date, copies of which have
heretofore been furnished to each Lender, present fairly the consolidated
financial condition of the Company and its consolidated Subsidiaries as at such
date, and the consolidated results of their operations and their consolidated
cash flows for the period then ended. 
All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved.  Neither
the Company nor any of its consolidated Subsidiaries had, at the date of the
most recent balance sheet referred to 


 


60

















 


above, any material Guaranty
Obligation, liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including, without limitation, any interest rate or foreign
currency swap or exchange transaction, which is required by GAAP to be but is
not reflected in the foregoing statements or in the notes thereto.


 


3.2                                 No Change.  Since December 31, 2009, there has been
no development or event nor any prospective development or event which has had
or could reasonably be expected to have a Material Adverse Effect.


 


3.3                                 Corporate
Existence; Compliance with Law.  Each of the Borrowers and its Subsidiaries (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the corporate or other power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified to transact business and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification except where the failure to be so qualified could not reasonably
be expected to have a Material Adverse Effect, and (d) is in compliance
with all Requirements of Law except to the extent that its failure to comply
therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


3.4                                 Corporate
Power; Authorization; Enforceable Obligations.  Each of the Borrowers has the corporate or
other power, authority, and legal right to make, deliver and perform this
Agreement, the Applications and each other Loan Document to which it is a party
and to borrow hereunder and has taken all necessary corporate or other action
to authorize the Extensions of Credit on the terms and conditions of this
Agreement and each other Loan Document to which it is a party and to authorize
the execution, delivery and performance of this Agreement and each other Loan
Document to which it is a party.  No
consent or authorization of, filing with or other act by or in respect of, any
Governmental Authority or any other Person (including stockholders and
creditors of the Borrowers) is required in connection with the Extensions of
Credit hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement, the Notes, the Applications or any other Loan
Document.  This Agreement has been and
each other Loan Document to which it is a party will be, duly executed and
delivered on behalf of such Borrower. 
This Agreement constitutes and each other Loan Document when executed
and delivered will constitute, a legal, valid and binding obligation of the
Borrowers party thereto enforceable against such Borrowers in accordance with
their respective terms, except as enforceability may be limited by applicable Bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).


 


3.5                                 No Legal Bar.  The execution, delivery and performance of
this Agreement, the Notes, the Applications and the other Loan Documents by the
Borrowers, the Extensions of Credit extended hereunder and the use of the
proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of any Borrower or any of its Subsidiaries and will not result in,
or require, the creation or imposition of any Lien on any properties or
revenues of any Borrower pursuant to any such Requirement of Law or Contractual
Obligation.


 


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3.6                                 No Material
Litigation.  No
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrowers,
threatened against any Borrower or any of their respective Subsidiaries or
against any of its or their respective properties or revenues (a) with
respect to this Agreement, the Notes, the other Loan Documents or any of the
transactions contemplated hereby, or (b) as to which there is a reasonable
likelihood of an adverse determination and which, if adversely determined,
could have a Material Adverse Effect.


 


3.7                                 No Default.  Neither the Company, any other Borrower nor
any of its or their Subsidiaries is in default under or with respect to any of
its Contractual Obligations in any respect which could have a Material Adverse
Effect.  No Default or Event of Default
has occurred and is continuing.


 


3.8                                 Taxes.  Each of the Borrowers has filed or caused to
be filed all tax returns which, to its knowledge, are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental
Authority (other than any the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves, if any, in conformity with GAAP have been provided on the books of
the Company or its Subsidiaries, as the case may be); no federal tax Lien has
been filed against any of the Borrowers or any of their Subsidiaries.


 


3.9                                 Federal
Regulations.  No part of
the proceeds of any Loans will be used for “purchasing” or “carrying” any “margin
stock” within the respective meanings of each of the quoted terms under
Regulation U or for any purpose which violates the provisions of
Regulation U or any other Regulations of the Board of Governors of the
Federal Reserve System.  If requested by
any Lender or the Administrative Agent, the Borrowers will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-l referred to in said
Regulation U.  In addition, and without
limiting the foregoing, no part of the proceeds of the Loans hereunder will be
used for any purpose which violates, or which is inconsistent with, the
provisions of Regulations T, U and X.


 


3.10                           ERISA.  (a)  Each Plan (such representations in
respect of any Multiemployer Plan being made to the best knowledge of each
Borrower) has complied in all material respects with the applicable provisions
of ERISA and the Code.  No prohibited
transaction (as defined in subsection 7.1(i)), Accumulated Funding Deficiency,
Unpaid Minimum Required Contribution or Reportable Event has occurred with
respect to any Single Employer Plan.  The
present value of all accrued benefits under each Single Employer Plan of which
any Borrower, any Subsidiary or a Commonly Controlled Entity is a sponsor
(based on those assumptions used to fund the Plans), as calculated by such
Borrower’s actuaries, did not, as of the last annual valuation date prior to
the date on which this representation is made or deemed made, exceed the value
of the assets of the Plans allocable to such benefits by an amount which could
reasonably be expected to have a Material Adverse Effect.  Neither any Borrower, any Subsidiary nor any
Subsidiary or Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan and neither any Borrower nor any
Subsidiary or Commonly Controlled Entity would become subject under ERISA to
any liability if any Borrower, any Subsidiary or any such Commonly Controlled
Entity were to withdraw 


 


62

















 


completely from any
Multiemployer Plan as of the valuation date most closely preceding the date
this representation is made or deemed made. 
Such Multiemployer Plans are neither in Reorganization as defined in Section 4241
of ERISA nor Insolvent as defined in Section 4245 of ERISA.  The present value (determined using actuarial
and other assumptions which are reasonable in respect of the benefits provided
and the employees participating) of the liability of the Borrowers and each Subsidiary
and Commonly Controlled Entity for post-retirement benefits to be provided to
their current and former employees under Plans which are welfare benefit plans
(as defined in Section 3(1) of ERISA) does not, in the aggregate,
exceed the assets under all such Plans allocable to such benefits.  Neither any Borrower, any Subsidiary nor any
Commonly Controlled Entity has any or has received notice of any liability
under the Coal Industry Retiree Health Benefit Act of 1992.  Neither a Reportable Event, an Accumulated
Funding Deficiency nor an Unpaid Minimum Required Contribution has occurred
during the five-year period to the date on which this representation is made or
deemed made with respect to any Single Employer Plan or Multiemployer Plan.  No termination of a Single Employer Plan has
occurred, and no Lien on assets of any of the Borrowers, any Subsidiary or any
Commonly Controlled Entity in favor of the PBGC or a Plan has arisen during
such five-year period.  Each Plan
intended to be qualified under Section 401(a) of the Code, as most
recently amended, including amendments to any trust agreement, group annuity or
insurance contract, or other governing instrument, is the subject of a
favorable determination by the Internal Revenue Service with respect to its
qualification under Section 401(a) of the Code, and to the knowledge of the 
Borrowers, no amendment adopted after such determination negatively
affects the qualification of such Plan in a manner that could reasonably be
expected to have a Material Adverse Effect, which shall be determined for
purposes of this subsection by treating any incremental liability to such Plan
and its participants or beneficiaries resulting from such an amendment as if
payable by the Borrowers.


 


(b)                                 With respect to each Foreign Pension Plan, (i) no
Foreign Benefit Event has occurred, no liability (whether or not such liability
is being litigated ) has been asserted against any Borrower, any Subsidiary or
any Commonly Controlled Entity by the applicable Governmental Authority or
other Person in an aggregate amount that could reasonably be expected to have a
Material Adverse Effect, (ii) no Lien has attached on any of the Borrower’s,
any Subsidiary’s or any Commonly Controlled Entity’s property as a result of
failure to comply with any Law or as a result of the termination of any Foreign
Pension Plan, and (iii) neither any Borrower, any Subsidiary nor any
Commonly Controlled Entity has an unfulfilled obligation to contribute to any
Foreign Pension Plan that could reasonably be expected to have a Material
Adverse Effect.


 


3.11                           Investment
Company Act.  None of the
Borrowers is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.


 


3.12                           [Intentionally
Omitted].


 


3.13                           Environmental
Matters.  Except to the extent that all
of the following could not reasonably be expected to have a Material Adverse
Effect:


 


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(a)                                  The Properties do not contain, and have not previously
contained, in, on, or under, including, without limitation, the soil and
groundwater thereunder, any Materials of Environmental Concern in amounts or
concentrations that constitute or constituted a violation of, or reasonably
could give rise to liability under Environmental Laws.


 


(b)                                 The Properties and all operations and facilities at the
Properties are in compliance, and have in the last five years been in
compliance with all Environmental Laws, and there is no contamination at, under
or about the Properties or violation of any Environmental Law with respect to
the Properties or the business operated by any Borrower or any Subsidiary
thereof which could interfere with the continued operation of any of the
Properties or impair the fair saleable value of any thereof.  None of the Borrowers nor any of their
Subsidiaries have assumed any liability of any Person under Environmental Laws.


 


(c)                                  Neither the Company nor any other Borrower nor any of their
Subsidiaries has received or is aware of any claim, notice of violation,
alleged violation, non-compliance, investigation or advisory action or
potential liability regarding environmental matters or compliance of
Environmental Law with regard to the Properties which has not been
satisfactorily resolved by the Company or such other Borrower or Subsidiary,
nor is the Company nor any other Borrower or Subsidiary aware or have reason to
believe that any such action is being contemplated, considered or threatened.


 


(d)                                 Materials of Environmental Concern have not been generated,
treated, stored, transported, disposed of, at, on, from or under any of the
Properties by any of the Borrowers nor any of their Subsidiaries, nor have any
Materials of Environmental Concern been transferred by any of the Borrowers or
any of their Subsidiaries from the Properties to any other location except in
either case in the ordinary course of business of the Borrowers or any
Subsidiary thereof in compliance with all Environmental Laws and such that it
could not reasonably be expected to give rise to liability under any applicable
Environmental Law.


 


(e)                                  There are no governmental, administrative actions or
judicial proceedings pending or, to the best knowledge of each Borrower and its
Subsidiaries after reasonable inquiry, contemplated or threatened under any
Environmental Laws to which the Company or any Subsidiary is or will be named
as a party with respect to the Properties, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to any of the Properties.


 


(f)                                    There has been no release or threat of release of Materials
of Environmental Concern at or from the Properties, or arising from or related
to the operation of the Company or any of its Subsidiaries in connection with
the Properties or otherwise in connection with the business operated by the
Company or any of its Subsidiaries in violation of or in amounts or in a manner
that could reasonably be expected to give rise to liability under any
Environmental Law.


 


3.14                           No Material
Misstatements.  No
financial statement, exhibit or schedule furnished by or on behalf of any
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement, any Note or any other Loan Document 


 


64

















 


contains any misstatement of
fact, or omitted or omits to state any fact necessary to make the statements
therein not misleading under the circumstances under which they were made or
given, where such misstatement or omission would be material to the interests
of the Lenders with respect to the performance of one or more Borrowers of its
or their obligations hereunder or thereunder.


 


3.15                           Title to
Properties  The
Borrowers have good and marketable title to or valid leasehold interest in all
material properties, assets and other rights which they purport to own or lease
or which are reflected as owned or leased on their respective books and
records, free and clear of all Liens and encumbrances except Permitted Liens,
and subject to the terms and conditions of the applicable leases, except for
minor defects in title that do not interfere in any material respect with their
ability to conduct their businesses as presently conducted.  All leases of property are in full force and
effect without the necessity for any consent which has not previously been
obtained unless the failure to be in effect or to obtain such consent would not
have a Material Adverse Effect.


 


3.16                           Intellectual
Property.  Each of the
Borrowers owns, or is licensed to use, all trademarks, tradenames, copyrights,
technology, know-how and processes necessary for the conduct of its business as
currently conducted (the “Intellectual Property”), except for those as
to which the failure to own or license could not reasonably be expected to have
a Material Adverse Effect.  No claim has
been asserted and is pending by any Person challenging or questioning the use
of any such Intellectual Property, nor does such Borrower know of any valid
basis for any such claim which could reasonably be expected to have a Material
Adverse Effect.  The use of such
Intellectual Property by the Borrowers and their Subsidiaries does not infringe
the rights of any Person, except for such claims and infringements that, in the
aggregate, do not have a Material Adverse Effect.


 


3.17                           List of
Subsidiaries. All of the Subsidiaries of each Borrower as of the
date hereof are listed on Schedule 3.17 to this Agreement under its name.


 


3.18                           Solvency.  Each of the Borrowers is, and after receipt
and application of the initial Loans hereunder will be, solvent such that:  (a) the fair value of its assets
(including without limitation the fair salable value of the goodwill and other
intangible property of such Borrower) is greater than the total amount of its
liabilities, including without limitation, Guaranty Obligations, (b) the
present fair salable value of its assets (including without limitation the fair
salable value of the goodwill and other intangible property of such Borrower)
is not less than the amount that will be required to pay the probable liability
on its debts as they become absolute and matured, and (c) it is able to
realize upon its assets and pay its debts and other liabilities and commitments
(including Guaranty Obligations) as they mature in the normal course of
business.  Each Borrower (a) does
not intend to, and does not believe that it will, incur debts or liabilities
beyond its ability to pay as such debts and liabilities mature, and (b) is
not engaged in a business or transaction, or about to engage in a business or
transaction, for which its property would constitute unreasonably small capital
after giving due consideration to the prevailing practice and industry in which
it is engaged.


 


3.19                           Insurance.  All insurance policies and bonds maintained
by the Borrowers and their Subsidiaries or any replacements thereof provide
adequate coverage from reputable and


 


65






 












 


financially sound insurers
in amounts sufficient to insure the assets and risks of the Borrowers and their
Subsidiaries in accordance with prudent business practice in the industry of
the Borrowers and their Subsidiaries.


 


3.20                           Anti-Terrorism
Laws.


 


(a)                                  General.  None of the Borrowers nor any Subsidiary or
Affiliates of any of the Borrowers is in violation of any Anti-Terrorism Law
nor does any Borrower engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.


 


(b)                                 Executive Order No. 13224.  None of the
Borrowers nor any of their respective Subsidiaries, Affiliates or agents acting
or benefiting in any capacity in connection with the Loans made or the Letters
of Credit issued hereunder or other transactions contemplated by this hereby,
is any of the following (each a “Blocked Person”):


 


(i)                                     a Person that
is listed in the annex to, or is otherwise subject to the provisions of,
Executive Order No. 13224;


 


(ii)                                  a Person owned
or  controlled  by, or acting for or on behalf  of, any Person  that is listed in the annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224;


 


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


 


(iv)                              a Person that
commits, threatens or conspires to commit or supports “terrorism” as defined in
Executive Order No. 13224;


 


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


 


(vi)                              a Person who is
an Affiliate of a Person listed above.


 


No Borrower, nor to the knowledge any
Borrower, any of its Subsidiaries, Affiliates or agents acting in any capacity
in connection with the Loans made or the Letters of Credit issued hereunder or
other transactions contemplated hereby (i) conducts any business with, or
engages in making or receiving any contribution of funds, goods or services to
or for the benefit of any Blocked Person, or (ii) deals in, or otherwise
engages in any transaction relating to, any property or interests in
property  blocked  pursuant to Executive Order No. 13224.


 


SECTION 4.  CONDITIONS PRECEDENT


 


4.1                                 Conditions to
Closing.  This Agreement shall become
effective upon the satisfaction of each of the following conditions precedent:


 


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(a)                                  Credit Agreement, Notes and Sharing Agreement.  The Administrative
Agent shall have received (i) this Agreement, (A) executed and
delivered by a duly authorized officer of each Borrower, with a counterpart for
each Lender, and (B) executed and delivered by a duly authorized officer
of each Lender, (ii) for the account of each Lender, a Revolver Note, and (iii) a
Swing Line Note for the account of the Swing Line Lender, in the case of clauses
(ii) and (iii) hereof, conforming to the requirements hereof and
executed by a duly authorized officer of each Borrower.  The Administrative Agent shall have received
the Sharing Agreement, executed and delivered by a duly authorized officer of
each party thereto.


 


(b)                                 Corporate and other Documents.  The Administrative Agent shall have received
a certificate of the Secretary or Assistant Secretary (or where customary in
the relevant jurisdiction of a Borrower, a director or directors or other
Persons acceptable to the Administrative Agent) of each Borrower certifying the
resolutions of the board of directors (or other appropriate management
committee) of such Person and, to the extent required under applicable Law or
the organizational documents of any Borrower the shareholders of each Borrower
(or other appropriate governing body) and true and correct copies of the
organizational and other constitutional documents of such Person certified
where applicable by the appropriate Governmental Authority and the signatures
and incumbency of the officers of such Person authorized to sign the Loan
Documents to which it is a party, and such certificates and attachments thereto
shall be in form and substance satisfactory to the Administrative Agent.  The documents and certifications of the
Secretary or an Assistant Secretary contemplated in this subsection may be
included within the certificate contemplated by subsection 4.1(f) below.


 


(c)                                  Fees and Expenses.  The Administrative Agent shall have received (i) the
fees required to be paid on the Closing Date pursuant to the Fee Letter and (ii) all
other fees and expenses due and payable hereunder on or before the Closing Date
(if then invoiced), including, without limitation, the reasonable fees and
expenses accrued through the Closing Date of Ballard Spahr LLP, counsel to the
Administrative Agent in connection with the transactions contemplated by the
Loan Documents.


 


(d)                                 Legal Opinion.  The Administrative Agent shall have received
the executed legal opinion or opinions of counsel to the Borrowers,
substantially in the form of Exhibit E.


 


(e)                                  Certificates of Formation; Good Standing.  The Administrative
Agent shall have received, to the extent applicable, (a) a Certificate of
Formation, (b) certificates of good standing, subsistence and/or status or
the like dated a recent date and (c) an official extract of the trade
register, in each case from the appropriate Governmental Authority in the state
of formation of each Borrower.


 


(f)                                    No Material Adverse Effect; Closing Certificate.  No Material Adverse
Effect shall have occurred since the date of the most recent audited financial
statements delivered to the Administrative Agent.  The Administrative Agent shall have received
a certificate from the Borrowers, dated as of the Closing Date, and executed by
a Responsible Officer of such party stating that, as of the Closing Date and
after giving effect to the initial Loans made and Letters of Credit issued on
such date (i) all of the representations and warranties made by such party
herein and in the other Loan Documents are true and correct in all material 


 


67

















 


respects
(except that any such representation and warranty that is given as of a
particular date or period and relates solely to such date or period is true and
correct in all material respects as of such date or period), (ii) no
Default or Event of Default exists and (iii) no Material Adverse Effect
has occurred since December 31, 2009.


 


(g)                                 Governmental Approvals.  The Administrative Agent shall have received
evidence that any necessary authorizations for the consummation of the
transactions contemplated hereby have been obtained.


 


(h)                                 Existing Credit Agreement.  The Existing Credit Agreement shall have been
terminated and all Indebtedness thereunder shall have been repaid in full.


 


(i)                                     Insurance.  The Administrative Agent shall have received
certificates of insurance with respect to the Borrowers’ fire, casualty,
liability and other insurance.


 


(j)                                     Additional Matters.  All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received such other documents and legal
opinions in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.


 


4.2                                 Conditions to
Each Extension of Credit.  The
agreement of each Lender to make any Extension of Credit requested to be made
by it on any date (including, without limitation, its initial Extension of
Credit) is subject to the satisfaction of the following conditions precedent:


 


(a)                                  Representations and Warranties.  Each of the
representations and warranties made by each Borrower herein or which are
contained in any certificate, document or financial or other statement
furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of such date as if made on
and as of such date.


 


(b)                                 No Default.  No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the
Extensions of Credit requested to be made on such date.


 


(c)                                  No Contravention of Law.  The making of the Loans or the issuance of
the Letter of Credit shall not contravene any Requirement of Law.


 


Each request by the Borrowers for an Extension of
Credit hereunder shall constitute a representation and warranty by the
Borrowers as of the date of such Extension of Credit that the conditions
contained in this Section 4.2 have been satisfied.


 


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SECTION 5.
AFFIRMATIVE COVENANTS


 


Each of the Borrowers hereby agrees that, so long as
the Commitments remain in effect, any Note or Letter of Credit remains
outstanding and unpaid, or any other amount is owing to any Lender or the
Administrative Agent hereunder, such Borrower shall:


 


5.1                                 Financial Statements.  Furnish to each Lender:


 


(a)                                  as soon as available, but in any event not later than 90
days after the close of each fiscal year of the Company (or such shorter period
as required by clause (ii) below), a copy of the annual audit report for
such year for the Company and its consolidated Subsidiaries, including therein
a consolidated balance sheet of the Company and its consolidated Subsidiaries
as at the end of such fiscal year, and related consolidated statements of
income and retained earnings and changes in cash flows of the Company and its
consolidated Subsidiaries for such fiscal year, all in reasonable detail,
prepared in accordance with GAAP applied on a basis consistently maintained
throughout the period involved and with the prior year with such changes
thereon as shall be approved by the Company’s independent certified public
accountants, such financial statements to be certified by
PriceWaterhouseCoopers LLP or other nationally recognized independent certified
public accountants selected by the Company, without a “going concern” or like
qualification or exception or qualification arising out of the scope of the
audit (it being understood and agreed that (i) delivery of the Company’s
report on Form 10-K as filed with the Securities and Exchange Commission
shall satisfy the provisions of this subsection and (ii) in no event shall
the Company deliver to the Lenders any such report later than five days after
the date such report is required to be filed with the Securities and Exchange
Commission under the then current rules of the Securities and Exchange
Commission); and


 


(b)                                 as soon as available, but in any event not later than 45
days after the end of each of the first three fiscal quarters of the Company
(or such shorter period as required by clause (ii) below), unaudited
consolidated financial statements of the Company and its consolidated
Subsidiaries, including therein (i) a consolidated balance sheet of the
Company and its consolidated Subsidiaries as at the end of such fiscal quarter,
(ii) the related consolidated statements of income and retained earnings
of the Company and its consolidated Subsidiaries, and (iii) the related
consolidated statement of changes in cash flows of the Company and its
consolidated Subsidiaries all for the period from the beginning of such fiscal
quarter to the end of such fiscal quarter and the portion of the fiscal year
through the end of such quarter, setting forth in each case in comparative form
the corresponding figures for the like period of the preceding fiscal year; all
in reasonable detail, prepared in accordance with GAAP applied on a basis
consistently maintained throughout the period involved and with prior periods
and accompanied by a certificate of a Responsible Officer of the Company
stating that the financial statements fairly present the financial condition of
the Company and its consolidated Subsidiaries as of the date and for the
periods covered thereby (subject to normal year-end audit adjustments) (it
being understood and agreed that (i) delivery of the Company’s report on Form 10-Q
as filed with the Securities and Exchange Commission shall satisfy the
provisions of this subsection and (ii) in no event shall the Company
deliver to the Lenders any such financial statements later than five days after
the date such financial are required to be filed with the Securities and
Exchange Commission under the then current rules of the Securities and
Exchange Commission).


 


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The Agent and each Lender is authorized to show or
deliver a copy of any financial statement or any other information relating to
the business, operations or financial condition of the Company and its
Subsidiaries which may be furnished to any Lender or come to its attention
pursuant to this Agreement or otherwise, to any regulatory body or agency
having jurisdiction over such Lender.


 


5.2                                 Certificates;
Other Information.  Furnish to
each Lender:


 


(a)                                  concurrently with the delivery of the financial statements
referred to in subsection 5.1(a), a certificate of the Company’s independent
certified public accountants reporting on such financial statements stating
that in making the examination necessary for certifying such financial
statements no knowledge was obtained of any Default or Event of Default, except
as specifically indicated;


 


(b)                                 concurrently with the delivery of the financial statements
referred to in subsections 5.1(a) and 5.1(b), a certificate of a
Responsible Officer of the Company (each a “Compliance Certificate”)
showing in detail the calculations demonstrating compliance with the financial
covenants set forth in Section 6.1, together with a certificate of a
Responsible Officer of the Company stating that, to the best of his or her
knowledge, each of the Borrowers during such period has kept, observed,
performed and fulfilled each and every covenant and condition contained in this
Agreement and in the Notes and the other Loan Documents to which it is a party
and that such officer has obtained no knowledge of any Default or Event of
Default except as specifically indicated; if the Compliance Certificate shall
indicate that such officer has obtained knowledge of a Default or Event of
Default, such Compliance Certificate shall state what efforts the Borrowers are
making to cure such Default or Event of Default;


 


(c)                                  concurrently with the delivery of the annual or quarterly
financial statements referred to in subsections 5.1(a) and 5.1(b),
sufficient financial information to permit the Lenders to calculate Adjusted
EBITDA and Modified EBITDA;


 


(d)                                 upon the request of the Administrative Agent, which request
shall be at the direction of the Required Lenders, promptly upon their becoming
available to a Borrower, any reports, including management letters, submitted
to a Borrower by its independent accountants in connection with any annual,
interim or special audit; and


 


(e)                                  promptly following the execution thereof, a copy of any
acquisition agreement executed by a Borrower or Subsidiary thereof in respect
of a proposed acquisition for which the proposed aggregate consideration paid
(including payments under any non-compete arrangements and assumption of debt)
is $40,000,000 or more;


 


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


 


5.3                                 Payment of
Obligations.  Pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its obligations of whatever nature
(including but not limited to all taxes, assessments and governmental charges
and levies upon them or upon any of their respective income, profits or
property prior to the date on which penalties attach thereto), except where the
amount or validity thereof is currently being contested 


 


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in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Company or its Subsidiaries, as the case may be.


 


5.4                                 Maintenance of
Existence.  Except as
otherwise permitted in Section 6.3, preserve, renew and keep in full force
and effect its corporate existence and take all reasonable action to maintain
all rights, privileges and franchises necessary in the normal conduct of its
business; and comply with all Contractual Obligations and Requirements of Law,
except to the extent that failure to comply therewith could not in the
aggregate reasonably be expected to have a Material Adverse Effect.


 


5.5                                 Maintenance of
Insurance; Property.


 


(a)                                  Insure its properties and assets against loss or damage by
fire and such other insurable hazards as such assets are commonly insured
(including fire, extended coverage, property damage, worker’s compensation,
public liability and business interruption insurance) and against other risks
in such amounts as similar properties and assets are insured by prudent
companies in similar circumstances carrying on similar businesses, and with
reputable and financially sound insurers, including self insurance to the extent
customary.


 


(b)                                 Maintain in good repair, working order and condition
(ordinary wear and tear and casualty excepted) in accordance with the general
practice of other businesses of similar character and size, all of those
properties useful or necessary to its business, and, from time to time, each of
the Company and its Subsidiaries will make or cause to be made all appropriate
repairs, renewals or replacements thereof, in each case, except as would not,
individually or in the aggregate, have a Material Adverse Effect.


 


5.6                                 Inspection of
Property; Books and Records; Discussions.  Keep proper books of records and account in
conformity with GAAP and all Requirements of Law; and upon reasonable notice
permit representatives of any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records during normal
business hours and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of the Company
and its Subsidiaries with officers and employees of the Company and its
Subsidiaries and with their independent certified public accountants.


 


5.7                                 Notices.  Promptly give notice to the Administrative
Agent and each Lender of:


 


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


 


(b)                                 any (i) default or event of default under any
Contractual Obligation of any Borrower or any Subsidiary thereof or (ii) litigation,
investigation or proceeding which may exist at any time between any Borrower or
any Subsidiary thereof and any Governmental Authority, which in either case, if
not cured or if adversely determined, as the case may be, could have a Material
Adverse Effect;


 


(c)                                  any litigation or proceeding affecting any Borrower or any
Subsidiary thereof which, if adversely determined, could have a Material
Adverse Effect, as reasonably determined by the Company’s corporate counsel;
and


 


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(d)                                 an event which has had or could reasonably be expected to
have a Material Adverse Effect.


 


Each notice pursuant to this Section shall be
accompanied by a statement of a Responsible Officer setting forth details of
the occurrence referred to therein and stating what action the Borrowers and
their Subsidiaries propose to take with respect thereto.


 


5.8                                 Environmental
Laws.


 


(a)                                  Comply with, and require compliance by all tenants and all
subtenants, if any, with, all Environmental Laws and obtain and comply with and
maintain, and require that all tenants and subtenants obtain and comply with
and maintain, any and all licenses, approvals, registrations or permits
required by Environmental Laws, except in each case to the extent that failure
to so comply or obtain or maintain such documents could not reasonably be
expected to have a Material Adverse Effect;


 


(b)                                 Comply with all lawful and binding orders and directives of
all Governmental Authorities respecting Environmental Laws, except to the
extent the failure to so comply could not reasonably be expected to have a
Material Adverse Effect; and


 


(c)                                  Defend, indemnify and hold harmless each of the Agents and
the Lenders, and their respective employees, agents, officers, directors,
successors and assigns from and against any claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature known or unknown, contingent or otherwise, arising out of, or in any way
relating to any violation of or noncompliance with or liability under any
Environmental Laws, or any orders, requirements or demands of Governmental
Authorities related thereto which in each case relate to or arise in connection
with any Borrower or any of their Subsidiaries, any Property or any activities
relating to any other property or business of a Borrower or its Subsidiaries or
the enforcement of any rights provided herein or in the other Loan Documents,
including, without limitation, attorneys’ and consultants’ fees, response
costs, investigation and laboratory fees, court costs and litigation expenses,
except to the extent that any of the foregoing arise out of the gross
negligence or willful misconduct of any of the foregoing enumerated
parties.  This indemnity shall continue
in full force and effect regardless of the termination of this Agreement and
the payment of the Notes.


 


5.9                                 Notice and
Joinder of New Subsidiaries.  Notify the Administrative Agent as soon as
practicable of its ownership of any Subsidiary that is not a Borrower (other
than a Foreign Subsidiary) in which the aggregate amount of loans and
investments made by the Borrowers in such Subsidiary, or the assets of which,
exceeds $5,000,000 (a “New Material Domestic Subsidiary”), and cause
such New Material Domestic Subsidiary to execute and deliver to the
Administrative Agent within sixty (60) days after the date such New Material
Domestic Subsidiary is acquired or otherwise exceeds the $5,000,000 threshold
set forth above, a Joinder and Assumption Agreement pursuant to which it shall,
among other things, become a Borrower hereunder; provided that a Securitization
Subsidiary shall not be required to execute and deliver a Joinder and
Assumption Agreement.  The Company may
elect at any time to have any Foreign Subsidiary become a Borrower hereunder
(subject to the provisions of Section 


 


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2.22(a) hereof) by
executing and delivering to the Administrative Agent a Joinder and Assumption
Agreement.


 


5.10                           Use of Proceeds.  Use the proceeds of the Loans (i) for
working capital and general corporate purposes in the ordinary course of
business including to pay all or a portion of the purchase price for Permitted
Acquisitions and repurchases of Capital Stock of the Company and (ii) to
repay Indebtedness under the Existing Credit Agreement.


 


5.11                           Subsequent
Credit Terms.  Notify the
Administrative Agent in writing prior to entering into any new credit
arrangement or any amendment or modification of any existing credit
arrangement, in each case providing debt financing of $5,000,000 or more,
pursuant to which any of the Borrowers agrees to (a) financial covenants, (b) other
than with respect to Capital Leases or purchase money financing, limitations on
liens or (c) limitations on incurring debt, which in any such case are
less favorable in any material respect to any of the Borrowers than those
contained in this Agreement (any such less favorable provisions, the “New
Provisions”).  Effective upon any
Borrower’s entry into any such agreement, amendment or modification, this
Agreement, at the option of the Required Lenders in their sole discretion,
shall be and shall be deemed to be immediately amended to add the New
Provisions (until such agreement is terminated and all amounts owing thereunder
are repaid, at which point the New Provisions shall no longer be effective);
provided, however, that the foregoing shall not be applicable to or be deemed
to affect any provision of this Agreement if any such agreement, amendment or
modification is more favorable to such Borrower.  Each of the Borrowers hereby agrees promptly
to execute and deliver any and all such documents and instruments and to take
all such further actions as the Administrative Agent may, in its sole
discretion, deem necessary or appropriate to effectuate the provisions of this Section 5.11.


 


5.12                           [Intentionally
Omitted].


 


5.13                           Anti-Terrorism
Laws.  The Borrowers and their
respective Subsidiaries, Affiliates and agents shall not (a) conduct any
business or engage in any transaction or dealing with any Blocked Person,
including the making of or receiving any contribution of funds, goods or
services to or for the benefit of any Blocked Person; (b) deal in, or
otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to Executive Order No. 13224; or (c) engage
in or conspire to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in Executive Order No. 13224 or the USA Patriot Act.  The Borrowers shall deliver to the Lenders
any certification or other evidence reasonably requested from time to time by
any Lender, confirming the Borrowers’ compliance with this Section 5.13.


 


5.14                           Books and
Records.  Maintain books
and records of account in accordance with GAAP.


 


5.15                           ERISA.  Furnish to the Administrative Agent (a) promptly
and in any event within 30 days after it has knowledge that any Borrower, any
Subsidiary or any Commonly Controlled Entity has incurred Withdrawal Liability,
or that any Multiemployer Plan is in Reorganization or that any Reportable
Event or Foreign Benefit Event has occurred with respect to any Plan or Foreign
Pension Plan or that PBGC has instituted or will institute proceedings 


 


73

















 


under Title IV of ERISA to
terminate any Plan or to appoint a trustee to administer any Plan, a statement
setting forth the amount of such Withdrawal Liability, the details of the
Reorganization, Reportable Event, Foreign Benefit Event or termination or
appointment proceedings and the action which it (or the Multiemployer Plan
sponsor or Plan sponsor if other than a Borrower) proposes to take with respect
thereto, together with a copy of any notice of Withdrawal Liability or
Reorganization given to any Borrower, any Subsidiary or Commonly Controlled Entity
and a copy of the notice of such Reportable Event given to PBGC or a copy of
the notice of such Foreign Benefit Event, in each case, if a copy of such
notice is reasonably available to a Borrower, any of its Subsidiaries or
Commonly Controlled Entity, (b) promptly after receipt thereof, a copy of
any notice (i) any Borrower, any Subsidiary or any Commonly Controlled
Entity or the sponsor of any Plan receives from PBGC, the Internal Revenue
Service or the Department of Labor which sets forth or proposes any negative
action or determination with respect to such Plan and (ii) any Borrower,
any Subsidiary or any Commonly Controlled Entity or the sponsor of any Foreign
Pension Plan receives from any Government Authority regulating such Foreign
Pension Plan which sets forth or proposes any action or determination with
respect to such Foreign Pension Plan, (c) promptly, and in any event
within fifteen (15) days after receipt thereof, a copy of any Adjusted Funding
Target Attainment Percentage certification by a Plan actuary if such
certification reflects an Adjusted Funding Target Attainment Percentage of less
than 80%, and (d) promptly and in any event within fifteen (15) days of
the date on which such certification should have been received, a notice of the
failure to receive an actuarial certification of the Adjusted Funding Target
Attainment Percentage.  The Borrowers
will promptly notify the Administrative Agent of any excise taxes in excess of
$5,000,000 in the aggregate which have been assessed against any Borrower, any
Subsidiary or any Commonly Controlled Entity by (x) the Internal Revenue
Service with respect to any Plan or Multiemployer Plan or (y) the
applicable Government Authority regulating any Foreign Pension Plan.  Within the time required for notice to the
PBGC under Section 303(k)(4) of ERISA or 430(k)(4)(A) of the
Code, the Borrowers will notify the Administrative Agent of any Lien of which
any Borrower has knowledge arising under Section 303(k) of ERISA or
430(k) of the Code in favor of any Plan. 
The Borrowers will promptly notify the Administrative Agent of the
following events, and in any event within 30 days after any Borrower knows or
has reason to know thereof: (i) a failure to make any required
contribution in excess of $5,000,000 in the aggregate to any Plan or Foreign
Pension Plan, any Lien in favor of PBGC, a Plan or a Foreign Pension Plan, or
any withdrawal from, or the termination, Reorganization or Insolvency of any
Multiemployer Plan or (ii) an assessment of liability under the Coal
Industry Retiree Health Benefit Act of 1992.


 


SECTION 6.
NEGATIVE COVENANTS


 


Each of the Borrowers hereby agrees that, so long as
the Commitments remain in effect, any Note or Letter of Credit remains
outstanding and unpaid, or any other amount is owing to any Lender or
Administrative Agent hereunder, such Borrower shall not and shall not permit
any of its Subsidiaries to, directly or indirectly:


 


6.1                                 Financial
Condition Covenants.


 


(a)                                  Total Leverage Ratio.   As of the last day of any fiscal quarter of
the Company, permit the Total Leverage Ratio to be greater than 3.50 to 1.0.


 


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(b)                                 Interest Coverage Ratio.  As of the last day of any fiscal quarter of
the Company, permit the Interest Coverage Ratio for the period of four
consecutive fiscal quarters ending on such date to be less than 2.50 to 1.


 


(c)                                  Priority Debt.  Permit at any time Priority Debt to exceed
25% of Consolidated Capitalization.


 


6.2                                 Limitation on
Liens.  Create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, except for Permitted Liens.


 


6.3                                 Limitations on
Fundamental Changes.  Enter into
any merger, consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease,
assign, transfer or otherwise dispose of, all or substantially all of its
property, business or assets, except that:


 


(a)                                  any Subsidiary of the Company may be merged or consolidated
with or into the Company (provided that the Company shall be the
continuing or surviving corporation) or with or into any Borrower (provided
that (i) such Borrower shall be the continuing or surviving corporation or
such surviving or continuing corporation becomes a Borrower hereunder and (ii) no
Domestic Borrower may merge into a Foreign Subsidiary unless such Domestic
Borrower shall be the continuing or surviving corporation); and


 


(b)                                 any Subsidiary of the Company may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) (i) to a Borrower, (ii) to any Subsidiary (other than a
Foreign Subsidiary) not required under Section 5.9 to be a Borrower
hereunder both immediately before and after such transaction, or (iii) as
permitted by Section 6.4 of this Agreement; and


 


(c)                                  subject to the terms of Section 5.9 hereof, any
Subsidiary of the Company that is not a Borrower may be merged or consolidated
with any other Subsidiary of the Company which is not a Borrower;


 


provided, that immediately after any
such transaction referred to in paragraphs (a), (b) and (c) above and
after giving effect thereto, each of the Borrowers is in compliance with this
Agreement and no Default or Event of Default shall have occurred and be
continuing or result from such transaction.


 


6.4                                 Limitation on
Sale of Assets.  Convey,
sell, lease, assign, transfer or otherwise dispose of any of its property,
business or assets (including, without limitation, receivables and leasehold interests
and Capital Stock or equity interests in any Subsidiary that is or is required
to be a Borrower hereunder), whether now owned or hereafter acquired, except:


 


(a)                                  any sale, transfer or lease of assets in the ordinary course
of business, which assets are no longer necessary or required in the conduct of
the Borrowers’ or their Subsidiaries’ business;


 


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(b)                                 transactions involving the sale or lease of inventory in the
ordinary course of business;


 


(c)                                  the sale or discount without recourse of accounts receivable
arising in the ordinary course of business in connection with the compromise or
collection in the ordinary course of business of such accounts receivable;


 


(d)                                 as permitted by Section 6.3;


 


(e)                                  in addition to the above subsections 6.4(a) through
6.4(d), conveyances, sales, leases, assignments, transfers or other
dispositions of assets of the Borrowers or any Subsidiary thereof; provided,
that the aggregate amount of such conveyances, sales, leases, assignments,
transfers and other dispositions, determined in accordance with GAAP, in any
fiscal year of the Company does not exceed ten percent (10%) of the Company’s
consolidated total assets as of the beginning of such fiscal year, and provided,
further, that such conveyances, sales, leases, assignments, transfers or
other dispositions are for consideration which the officers or Board of
Directors of the applicable Borrower or Subsidiary deems to be fair and
reasonable; and


 


(f)                                    in connection with a Permitted Securitization Facility.


 


6.5                                 Limitation on
Distributions and Investments.  At any time make (or incur any liability to
make) or pay any Distribution (whether in cash or property or obligations of a
Borrower or any Subsidiary thereof) in respect of the Borrowers or any
Subsidiary thereof (other than a Distribution payable to the Company or from a
Subsidiary to another Subsidiary), unless as of the declaration date after
giving effect to the declaring, paying or making of any such Distribution, (a) no
Default or Event of Default shall have occurred and be continuing or would
exist on a pro forma basis (i.e., after giving effect to such
Distribution as if such Distribution and any Indebtedness borrowed in
connection therewith had been made on the last day of the immediately preceding
fiscal quarter for which financial statements have been delivered to the
Lenders), and (b) the Total Leverage Ratio as of the end of the most
recent fiscal quarter for which financial statements have been delivered to the
Lenders shall not exceed 3.25 to 1.00 on a pro  forma basis (i.e.,
using as (i) the numerator for such calculation Total Debt on the date of
and after giving effect to such Distribution and any Indebtedness borrowed in
connection therewith and (ii) the denominator Modified EBITDA for the four
consecutive fiscal quarters ending on the last day of the immediately preceding
fiscal quarter for which the Lenders have received financial statements under
subsection 5.1(a) or (b)).


 


6.6                                 Transactions
with Affiliates.  Except as
expressly permitted in this Agreement or between the Company and any Subsidiary
or between Subsidiaries, directly or indirectly enter into any transaction or
arrangement whatsoever (including without limitation any purchase, sale, lease
or exchange of property or the rendering of any service) or make any payment to
or otherwise deal with any Affiliate, except, as to all of the foregoing in the
ordinary course of and pursuant to the reasonable requirements of such Borrower’s
and its Subsidiaries’ business and upon fair and reasonable terms no less
favorable to such Borrower or such Subsidiary, as the case may be, than would
be obtained in a comparable arm’s length transaction with a Person not an
Affiliate.


 


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6.7                                 Limitation on
Acquisitions. Purchase, lease or otherwise acquire (in a single
transaction or a series of related transactions) all or any substantial amount
of the property or assets (including, without limitation, Capital Stock) of any
Person except for Permitted Acquisitions.


 


6.8                                 Fiscal Year.  Permit the fiscal year of any Borrower to end
on a day other than December 31.


 


6.9                                 Limitation on
Conduct of Business.  Permit the
general nature of the business of the Borrowers and their Subsidiaries, taken
as a whole, to be substantially changed from the general nature of the
businesses in which the Borrowers and their Subsidiaries are engaged on the
date of this Agreement.


 


6.10                           Prepayments,
Redemptions and Repurchases of Subordinated Debt.  Prepay, redeem or repurchase any Subordinated
Debt, unless on the date of such prepayment, redemption or repurchase (a) the
Total Leverage Ratio as of the last day of the immediately preceding fiscal
quarter for which the Lenders have received financial statements under
subsection 5.1(a) or (b) hereof is less than or equal to 3.25 to 1.00
and (b) no Default or Event of Default shall exist.


 


6.11                           Non-Operating
Subsidiary. Permit (a) either of West Pharmaceutical
Services Canovanas, Inc. or West Pharmaceutical Services Vega Alta, Inc.
to engage in any business of any nature or (b) the fair market value of
the assets of either West Pharmaceutical Services Canovanas, Inc. or West
Pharmaceutical Services Vega Alta, Inc. to exceed $50,000.


 


6.12                           Note Purchase
Agreement Guarantors.  At any
time, permit any Subsidiary which, at such time, is directly or indirectly
liable (as a co-obligor, guarantor or otherwise) for any Indebtedness owed
under a Note Purchase Agreement or whose assets are subject to a Lien to secure
obligations owed under a Note Purchase Agreement to not be a Borrower
hereunder, other than West Pharmaceutical Services Canovanas, Inc and West
Pharmaceutical Services Vega Alta, Inc.


 


SECTION 7.
EVENTS OF DEFAULT


 


7.1                                 Events of
Default.  If any of the following events
shall occur and be continuing:


 


(a)                                  A Borrower (i) shall fail to pay when due any principal
on any Note or any Reimbursement Obligation when due, or (ii) shall fail
to pay any other amount payable hereunder or thereunder (including without
limitation any fees) within five (5) Business Days after the date due in
accordance with the terms thereof or hereof; or


 


(b)                                 Any representation or warranty made or deemed made by a
Borrower herein or in any other Loan Document or which is contained in any
certificate or financial statement furnished at any time under or in connection
with this Agreement shall prove to have been incorrect or misleading in any material
respect on or as of the date made or deemed made; or


 


77

















 


(c)                                  A Borrower shall default in the observance or performance of
any agreement contained in Section 6 of this Agreement; or


 


(d)                                 A Borrower shall default in the observance or performance of
any other agreement contained in this Agreement (other than as provided in
subsections (a) through (c) above) or any other Loan Document, and
such default shall continue unremedied (if it is capable of being remedied in
such period) for a period of thirty (30) days with respect to Sections 5.3, 5.4
or 5.8 of this Agreement and five (5) Business Days with respect to all
other applicable provisions; or


 


(e)                                  A Borrower or any Subsidiary thereof shall (i) default
in the payment of any principal of or interest on or any other amount payable
on any Indebtedness (other than the Notes) or in the payment of any Guaranty
Obligation, beyond the period of grace (not to exceed 30 days), if any,
provided in the instrument or agreement under which such Indebtedness or
Guaranty Obligation was created and the aggregate amount of such Indebtedness
and/or Guaranty Obligations in respect of which such default or defaults shall
have occurred is at least $10,000,000; or (ii) default in the observance
or performance of any other agreement or condition relating to any such
Indebtedness or Guaranty Obligation or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary
or beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to become due and payable prior
to its stated maturity or such Guaranty Obligation to become payable; or


 


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


 


78

















 


(g)                                 One or more judgments or decrees shall be entered against a
Borrower or any of its Subsidiaries involving in the aggregate a liability
(excluding any such judgments or orders which are fully covered by insurance,
subject to any customary deductible, and under which the applicable insurance
carrier has acknowledged such full coverage in writing) of $10,000,000 or more
and all such judgments or decrees shall not have been vacated, discharged,
settled, satisfied or paid, or stayed or bonded pending appeal, within 30 days
from the entry thereof; or


 


(h)                                 Any Change of Control shall occur; or


 


(i)                                     Without limiting the covenants and representations made
herein relating ERISA matters (i) any Person shall engage in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of
the Code) involving any Plan, (ii) any Unpaid Minimum Required
Contribution, whether or not waived, shall exist with respect to any Plan and
the Borrowers or any of their Commonly Controlled Entities fails to correct
such Unpaid Minimum Required Contribution prior to the end of the correction
period or any Lien in favor of the PBGC or a Plan shall arise on the assets of
the Company or any Commonly Controlled Entity, (iii) a Reportable Event
shall occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or institution of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Lenders,
likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title
IV of ERISA, (v) the Company or any Commonly Controlled Entity shall, or
in the reasonable opinion of the Required Lenders is likely to, incur any
liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan or (vi) any other event or
condition shall occur or exist in regard to a Plan; and in each case in clauses
(i) through (vi) above, such event or condition, together with all
other such events or conditions, if any, could reasonably be expected to have a
Material Adverse Effect; or


 


(j)                                     the Company shall cease to own, directly or indirectly, one
hundred percent (100%) of the legal and beneficial ownership of each other
Borrower except for directors qualifying shares or pursuant to a transaction
permitted under Section 6.3 or Section 6.4; or


 


(k)                                  the Administrative Agent shall have received or sent a
Notice of Election to Share, as defined in, and pursuant to, the Sharing
Agreement;


 


(l)                                     Any Loan Document shall cease to be legal, valid and binding
agreements enforceable against any Borrower executing the same in accordance
with the terms thereof or shall in any way be terminated (except in accordance
with its terms) or become or be declared ineffective or inoperative or shall in
any way be challenged and thereby deprive or deny the Lenders and/or the
Administrative Agent of the intended benefits thereof or they shall thereby
cease substantially to have the rights, titles, interests, remedies, powers or
privileges intended to be created thereby.


 


(m)                               A Foreign Benefit Event shall occur.


 


79

















 


then, and in any such event, (A) if such event
is an Event of Default specified in clause (i) or (ii) of paragraph (f) above
with respect to a Borrower, automatically the Commitments and the Swing Line
Commitment (including the obligations of an Issuing Lender to thereafter issue
Letters of Credit and the Lenders to participate therein) shall immediately
terminate, and the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement, the Notes and the other Loan
Documents shall automatically and immediately become due and payable
(including, without limitation, all Letter of Credit Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder), and (B) if such event is any
other Event of Default, with the consent of the Required Lenders, the
Administrative Agent may, or upon the written request of the Required Lenders,
the Administrative Agent shall, (i) by notice to the Company declare the
Commitments and the Swing Line Commitment to be terminated forthwith, whereupon
the Commitments, the Swing Line Commitment and the obligations of the Lenders
to make Loans, and the obligation of an Issuing Lender to issue Letters of
Credit and the Lenders to participate in any Letters of Credit or Swing Line
Loans thereafter issued shall immediately terminate; (ii) by notice of
default to the Company, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement, the Notes and the
other Loan Documents to be due and payable forthwith, whereupon the same shall
immediately become due and payable (including, without limitation, all Letter
of Credit Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder);
and/or (iii) by notice to the Company require the Borrowers to, and the
Borrowers shall thereupon, deposit in a non-interest bearing account with the
Administrative Agent, as cash collateral for their obligations under this
Agreement, the Notes and the Applications, an amount equal to the Letter of
Credit Coverage Requirement, and the Borrowers hereby pledge to the
Administrative Agent and the Lenders, and grant to the Administrative Agent and
the Lenders a security interest in, all such cash as security for such
obligations.  Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon,
if any, shall be applied to repay other obligations of the Borrowers hereunder
and under the Notes; provided, that, with the consent of the Issuing
Lenders, the Administrative Agent may at any time apply any funds in such cash
collateral account to any such obligations other than those in respect of
Letters of Credit.  After all such
Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations
of the Borrowers hereunder and under the Notes shall have been paid in full,
the balance, if any, in such cash collateral account shall be returned to the
Company.  The Borrowers shall execute and
deliver to the Administrative Agent, for the account of the Issuing Lenders and
the Letter of Credit Participants, such further documents and instruments as
the Administrative Agent may request to evidence the creation and perfection of
the within security interest in such cash collateral account.  Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived.  In addition to
all of the rights and remedies contained in this Agreement or in any of the
other Loan Documents, the Administrative Agent shall have all of the rights and
remedies under applicable Law, all of which rights and remedies shall be
cumulative and non-exclusive, to the extent permitted by Law.  The Administrative Agent may exercise all
post-default rights granted to it and the Lenders under the Loan Documents and
applicable Law (including, without limitation, under the Sharing Agreement).


 


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SECTION 8.
THE ADMINISTRATIVE AGENT


 


8.1                                 Appointment.  Each Lender hereby irrevocably designates and
appoints PNC Bank, National Association as the Administrative Agent of such
Lender under this Agreement and the other Loan Documents, and each such Lender
irrevocably authorizes PNC Bank, National Association, as the Administrative
Agent for such Lender, to take such action on its behalf under the provisions
of this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agent by
the terms of this Agreement and the other Loan Documents, together with such
other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
elsewhere in this Agreement and the other Loan Documents, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein or therein, or any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement and the other Loan Documents or
otherwise exist against the Administrative Agent.  PNC Bank, National Association agrees to act
as the Administrative Agent on behalf of the Lenders to the extent provided in
this Agreement and the other Loan Documents.


 


8.2                                 Delegation of
Duties.  The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to engage and pay
for the advice and services of counsel concerning all matters pertaining to
such duties.  The Administrative Agent
shall not be responsible to the Lenders for the negligence or misconduct of any
agents or attorneys in-fact selected by it with reasonable care.


 


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


 


8.4                                 Reliance by
Administrative Agent.  The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, facsimile, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to one or more of the 


 


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Borrowers), independent
accountants and other experts selected by such Administrative Agent.  The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed
with the Administrative Agent.  The
Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement or the other Loan Documents unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this
Agreement, the Notes or the other Loan Documents in accordance with a request
of the Required Lenders (or such other percentage of Lenders as shall be
required hereunder), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders
of the Notes.


 


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


 


8.6                                 Non-Reliance on
Administrative Agent and Other Lenders.  Each Lender expressly acknowledges that
neither the Administrative Agent nor any of its respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations
or warranties to it and that no act by the Administrative Agent hereinafter
taken, including any review of the affairs of the Borrowers, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any
Lender.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Loans hereunder and enter into this Agreement and each other Loan
Document to which it is a party.  Each
Lender also represents 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
analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Loan Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrowers.  Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness 


 


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of the Borrowers which may
come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.


 


8.7                                 Indemnification.  The Lenders agree to indemnify each of the
Administrative Agent, the other Agents and each Issuing Lender in its capacity
as such (to the extent not reimbursed by the Borrowers and without limiting the
obligation, if any, of the Borrowers to do so) in Dollars, ratably according to
their respective Commitment Percentages, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Notes) be imposed on, incurred by or asserted against the Administrative Agent
or an Issuing Lender in any way relating to or arising out of this Agreement,
the other Loan Documents, or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent or an Issuing Lender under
or in connection with any of the foregoing; provided, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent’s or an Issuing Lender’s gross
negligence or willful misconduct.  The
agreements in this Section 8.7 shall survive the payment of the Notes and
all other amounts payable hereunder.


 


8.8                                 Agents in Their
Individual Capacity.  Each of the
Agents and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrowers (or any of them) as though
such Agent was not an Agent hereunder. 
With respect to its Loans made or renewed by it and any Note issued to
it and with respect to any Letter of Credit issued or participated in by it,
the Administrative Agent shall have the same rights and powers under this
Agreement and the other Loan Documents as any Lender and may exercise the same
as though it were not the Administrative Agent, and the terms “Lender” and “Lenders”
shall include the Administrative Agent in its individual capacity.


 


8.9                                 Successor
Administrative Agent.  The
Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
the Lenders and the Borrowers.  If the
Administrative Agent shall resign as Administrative Agent under this Agreement,
then the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which appointment shall be subject to the
approval of the Borrowers (which approval shall not be unreasonably withheld
and shall not be required if there shall then exist a Default or Event of
Default).  If no successor administrative
agent shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 60 days after the retiring Administrative
Agent’s giving of notice of resignation then the retiring Administrative Agent
may, on behalf of the Lenders, appoint an interim successor administrative
agent.  Any interim successor
administrative agent appointed under the preceding sentence may be replaced at
any time by a successor administrative agent designated by the Required Lenders
and subject to the approval of the Borrowers (which approval shall not be
unreasonably withheld and shall not be required if there shall then exist a
Default or Event of Default).  Any such
successor administrative agent shall succeed to the rights, powers and duties
of the Administrative Agent, and the term “Administrative Agent” shall mean
such successor administrative agent effective upon its appointment, and the
former Administrative Agent’s rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of 


 


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such former Administrative
Agent or any of the parties to this Agreement or any holders of the Notes.  After any retiring Administrative Agent’s
resignation as Administrative Agent, the provisions of this Section 8.9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.


 


8.10                           No Reliance on
Administrative Agent’s Customer Identification Program.  Each Lender acknowledges and agrees that
neither such Lender, nor any of its Affiliates, participants or assignees, may
rely on the Administrative Agent to carry out such Lender’s, Affiliate’s,
participant’s or assignee’s customer identification program, or other
obligations required or imposed under or pursuant to the USA Patriot Act or the
regulations thereunder, including the regulations contained in 31 CFR 103.121
(as hereafter amended or replaced, the “CIP Regulations”), or any other
Anti-Terrorism Law, including any programs involving any of the following items
relating to or in connection with the Company, any of its Subsidiaries, their
Affiliates or their agents, the Loan Documents or the transactions hereunder or
contemplated hereby: (1) any identity verification procedures, (2) any
recordkeeping, (3) comparisons with government lists, (4) customer
notices or (5) other procedures required under the CIP Regulations or such
other Laws.


 


8.11                           USA Patriot Act.  Each Lender or assignee or participant of a
Lender that is not incorporated under the Laws of the United States of America
or a state thereof (and is not excepted from the certification requirement
contained in Section 313 of the USA Patriot Act and the applicable
regulations because it is both (a) an affiliate of a depository
institution or foreign Lender that maintains a physical presence in the United
States or foreign country, and (b) subject to supervision by a banking
authority regulating such affiliated depository institution or foreign bank)
shall deliver to the Administrative Agent the certification, or, if applicable,
recertification, certifying that such Lender is not a “shell” and certifying to
other matters as required by Section 313 of the USA Patriot Act and the
applicable regulations: (1) within 10 days after the Closing Date, and (2) at
such other times as are required under the USA Patriot Act.


 


8.12                           Beneficiaries.  Except as expressly provided herein, the
provisions of this Section 8 are solely for the benefit of the Agents and
the Lenders, and the Borrowers shall not have any rights to rely on or enforce
any of the provisions hereof.  In
performing its functions and duties under this Agreement and the other Loan
Documents, the Administrative Agent shall act solely as administrative agent of
the Lenders and does not assume and shall not be deemed to have assumed any
obligation toward or relationship of agency or trust with or for the Borrowers.


 


8.13                           Other Agents.   The Lead Arranger, the Documentation Agent
and the Syndication Agents, in their respective capacities as Lead Arranger or
Other Agents, shall have no duties or responsibilities under this Agreement or
any other Loan Document.


 


SECTION 9.
MISCELLANEOUS


 


9.1                                 Amendments and
Waivers.  Neither this Agreement, any
Note any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section.  With the written consent of the
Required Lenders, the Administrative Agent and the Borrowers may, from time to
time, enter into written amendments (including letter amendments), supplements
or modifications hereto 


 


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and to the Notes and the
other Loan Documents for the purpose of adding any provisions to this
Agreement, the Notes or any other Loan Document or changing in any manner the
rights of the Lenders or of the Borrowers hereunder or thereunder or waiving,
on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of this Agreement, the Notes or any other
Loan Document or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall directly or indirectly (a) reduce the amount or extend
the maturity of any Note, any Loan or any installment thereof, or reduce the rate
of interest (other than to waive interest at the default rate under the second
sentence of Section 2.10) or extend the time of payment of interest
thereon, or reduce any fee payable to any Lender hereunder (other than fees to
the Administrative Agent, which shall require the consent of the Administrative
Agent and the Borrowers to change) or extend the period for payment thereof, or
change the duration or the amount of any Lender’s Commitment in each case
without the consent of the Lender affected thereby or (b) amend, modify or
waive any provision of this Section, or reduce the percentage specified in the
definition of Required Lenders, or consent to the assignment or transfer by the
Borrowers of any of their rights and obligations under this Agreement, the
Notes and the other Loan Documents, or (except as provided herein with respect
to Defaulting Lenders) change a Lender’s right to receive its pro-rata
distribution of payments and proceeds, or release all or substantially all of
the collateral (if any) securing the Loans, in each case without the written
consent of all the Lenders, (c) amend subsection 2.6(d) so as to
require the consent of less than all of the Lenders to the addition of an
Optional Currency that is not permitted as of the Closing Date; or (d) amend,
modify or waive any provision of Section 2.1(c), Section 2.25 or any
other provision affecting Swing Line Loans without the written consent of the
then Swing Line Lender, or (e) amend, modify or waive any provision of Section 2.8,
Section 2.25 or any other provisions affecting Letters of Credit without
the written consent of each Issuing Lender that has issued a Letter of Credit,
or (f) amend, modify or waive any provision of Section 8 without the
written consent of the then Administrative Agent.  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Borrowers, the Lenders, the Administrative Agent and all
future holders of the Notes.  In the case
of any waiver, the Borrowers, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the
outstanding Notes, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.


 


9.2                                 Notices;
Lending Offices.  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including electronic transmission, facsimile
transmission or posting on a secured Web site), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered
by hand, or three days after being deposited in the mail, postage prepaid, or,
in the case of facsimile transmission notice, when sent during normal business
hours with electronic confirmation or otherwise when received, or in the case
of electronic transmission, when received and in the case of posting on a
secured Web site, upon receipt of (a) notice of such posting and (b) rights
to access such Web site, addressed as follows in the case of the Borrowers, and
the Administrative Agent, the Swing Line Lender or the Issuing Lender (if it is
PNC Bank, National Association), and as set forth in Schedule I in the case of
the other parties hereto, or to such other address as may be hereafter notified
by the respective parties hereto and any future holders of the Notes:


 


85






 












 


	
  The Borrowers

  	
   

  	
  c/o West Pharmaceutical Services, Inc.

  
	
  or any of them:

  	
   

  	
  101 Gordon Drive

  
	
   

  	
   

  	
  Lionville, PA 19341

  
	
   

  	
   

  	
  Attention: Michael A.
  Anderson

  
	
   

  	
   

  	
  Facsimile:
  610-594-3014

  
	
   

  	
   

  	
   

  
	
  The
  Administrative Agent,

  	
   

  	
  PNC
  Bank, National Association

  
	
  the
  Swing Line

  	
   

  	
  1600
  Market Street

  
	
  Lender
  or the

  	
   

  	
  Philadelphia,
  PA 19103

  
	
  Issuing
  Lender

  	
   

  	
  Attention:
  Denise D. Killen

  
	
  (if
  it is PNC Bank):

  	
   

  	
  Facsimile:
  215-585-6987

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  PNC
  Bank, National Association

  
	
   

  	
   

  	
  Agency
  Services

  
	
   

  	
   

  	
  PNC
  Firstside Center

  
	
   

  	
   

  	
  500
  First Avenue, 4th Floor

  
	
   

  	
   

  	
  Pittsburgh,
  PA 15219

  
	
   

  	
   

  	
  Attention:
  Lisa Pierce

  
	
   

  	
   

  	
  Facsimile:
  412-762-8672

  



 


provided that (a) any
notice, request or demand to or upon the Administrative Agent, an  Issuing Lender or the Lenders pursuant to
Sections 2.2, 2.4, 2.5, 2.8, 2.14 and 2.15 or to or upon the Swing Line Lender,
shall not be effective until received and (b) any notice of a Default or
Event of Default hereunder shall be sent by facsimile or nationally recognized
overnight courier.  Schedule I lists the
Lending Offices of each Lender.  Each
Lender may change its Lending Office by written notice to the other parties
hereto.


 


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


 


9.4                                 Survival of
Representations and Warranties.  All representations and warranties made
hereunder and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of
this Agreement, the Notes and the other Loan Documents.


 


9.5                                 Payment of
Expenses and Taxes.  Each of the
Borrowers jointly and severally agrees (a) to pay or reimburse the
Administrative Agent for all its out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and the
syndication of, this Agreement, the Notes, the other Loan Documents and any
other documents executed and delivered in connection herewith, and the
consummation of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent, (b) to pay or reimburse the Administrative 


 


86

















 


Agent for all its
out-of-pocket costs and expenses incurred in connection with any amendment,
supplement or modification to (or proposed amendment, supplement or
modification to) this Agreement, the Notes and the other Loan Documents and any
other documents executed and delivered in connection therewith, and the
administration of this Agreement, the other Loan Documents and the revolving
credit facility provided herein (including in connection with the transactions
referred to in Section 9.17 hereof), including without limitation, the
reasonable fees and disbursements of counsel, (c) pay or reimburse the
Administrative Agent and each Lender for all its costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, the Notes, the other Loan Documents and any such other documents
(including all such out-of-pocket expenses incurred during any actual or
attempted workout, restructuring or negotiations in respect of the Loans,
Letters of Credit or other Obligations), including, without limitation,
reasonable fees and disbursements of counsel to the Administrative Agent and to
the several Lenders, (d) to pay, indemnify, and hold each Lender, the
Administrative Agent, the Swing Line Lender, each Issuing Lender and each of
their respective Affiliates and the partners, directors, officers, employees,
agents and advisors of such Persons and of such Person’s Affiliates
(collectively, the “Indemnitees”) harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the Notes, the other Loan Documents and any such other
documents, and (e) to pay, indemnify, and hold each Indemnitee harmless
from and against any and all other liabilities, obligations, losses, damages,
penalties, actions (whether sounding in contract, in tort or on any other
ground), judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of or in any other way arising out of or
relating to, this Agreement, the Notes, the other Loan Documents or any such
other documents contemplated by or referred to herein or therein or any action
taken by any Lender or the Administrative Agent with respect to the foregoing
including, without limitation, any of the foregoing relating to the use of
proceeds of the Loans or the violation of, noncompliance with or liability
under, any Environmental Laws applicable to the operations of the Borrowers or
their Subsidiaries (all the foregoing, collectively, the “indemnified
liabilities”), provided, that the Borrowers shall have no obligation
hereunder to the Administrative Agent or any Lender with respect to indemnified
liabilities arising from the gross negligence or willful misconduct of such
person.  To the fullest extent permitted
by applicable law, no Borrower shall assert, and each Borrower hereby waives,
any claim against any indemnified person, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof. 
The agreements in this Section shall survive repayment of the Notes
and all other amounts payable hereunder.


 


9.6                                 Successors and
Assigns.


 


(a)                                  Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
permitted assigns of such party; and all covenants, promises and agreements by
or on behalf of a Borrower, the Administrative 


 


87

















 


Agent
or the Lenders that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and assigns.  The Borrowers may not assign or transfer any
of their rights or obligations under this Agreement or the other Loan Documents
without the prior written consent of each Lender.


 


(b)                                 Each Lender may, in accordance with applicable law, sell to
any Lender or Affiliate thereof and, with the consent of the Company (except
when any Event of Default exists) and the Administrative Agent  and each Issuing Lender having outstanding
Letters of Credit at the time of the assignment (which consents shall not be unreasonably withheld or delayed, and provided that the
Company shall be deemed to have consented if it does not object in writing to
the assignment within 10 Business Days after having received written notice
thereof) to one or more Lenders or other financial institutions (each, a “Purchasing
Lender”) all or any part of its interests, rights and obligations under
this Agreement, the Notes and the other Loan Documents (including all or a
portion of its Commitment and the Loans at the time owing to it and the Notes
held by it); provided, however, that (i) so long as the
Commitments are in effect, such assignment shall be in an amount not less than
$5,000,000 (or such lesser amount as the Administrative Agent and, so long as
no Event of Default exists, the Company shall agree in their sole discretion), (ii) the
parties to each such assignment shall execute and deliver to the Administrative
Agent and the Company for its acceptance (to the extent required) an Assignment
and Assumption, together with the Revolver Note subject to such assignment and a processing and recordation fee of $3,500; provided
that no fee shall be payable with respect to any assignment by a Lender to an
Affiliate thereof, (iii) unless otherwise agreed by the Administrative
Agent and, so long as no Event of Default exists, the Company in their sole
discretion, such assignment shall be of all or a pro  rata portion
of such assigning Lender’s Commitment and the Loans (other than Swing Line
Loans) thereunder (i.e. no Lender may sell a non-pro  rata
interest), (iv) the Swing Line Commitment and all outstanding Swing Line
Loans may only be assigned in their entirety to a Lender then having a
Commitment and (v) such Purchasing Lender executes and delivers a
counterpart to the Sharing Agreement. 
Upon acceptance and recording pursuant to paragraph (e) of this Section 9.6,
from and after the effective date specified in each Assignment and Assumption,
which effective date shall be at least five Business Days after the execution
thereof (or such shorter period as the Company and the Administrative Agent may
agree in their sole discretion), (A) such Purchasing Lender shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement
and (B) the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement and the other Loan Documents, such
Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.16, 2.17, 2.18, 2.19, 5.8(c) and 9.5 (to the
extent that such Lender’s entitlement to such benefits arose out of such Lender’s
position as a Lender prior to the applicable assignment). To the extent that an
assignment of all or any portion of a Lender’s rights and obligations pursuant
to this Section 9.6 would, at the time of such assignment, result in
increased costs under Section 2.16 or 2.17 compared to those being charged
by the assigning Lender prior to such assignment, then the Borrowers shall not
be obligated to pay the Purchasing Lender such excess increased costs (although
the Borrowers shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the assignment).  Such Assignment and Assumption shall be
deemed to 


 


88

















 


amend
this Agreement to the extent, and only to the extent, necessary to reflect the
addition of such Purchasing Lender and the resulting amounts and percentages
held by the Lenders arising from the purchase by such Purchasing Lender of all
or a portion of the rights and obligations of such assigning Lender under this
Agreement, the Notes and the other Loan Documents.  Notwithstanding any provision of this Section 9.6,
the consent of the Company shall not be required for any assignment which
occurs at any time when an Event of Default shall have occurred and be
continuing.


 


(c)                                  By executing and delivering an Assignment and Assumption,
the assigning Lender thereunder and the Purchasing Lender thereunder shall be
deemed to confirm to and agree with each other and the other parties hereto as
follows: (i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby, free and clear of any
adverse claim and that its Commitment and Swing Line Commitment, if applicable,
and the outstanding balances of its Loans, without giving effect to assignments
thereof which have not become effective, are as set forth in such Assignment
and Assumption, (ii) except as set forth in (i) above, such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement or the other Loan Documents, or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto, or the financial condition of the
Borrowers or any Subsidiary thereof or the performance or observance by the
Borrowers or any Subsidiary thereof of any of its or their obligations under
this Agreement or the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto; (iii) such Purchasing Lender
represents and warrants that it is legally authorized to enter into such
Assignment and Assumption; (iv) such Purchasing Lender confirms that it
has received a copy of this Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 5.1 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Assumption; (v) such
Purchasing Lender will independently and without reliance upon the
Administrative Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement and the other Loan Documents; (vi) such Purchasing Lender
appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto; and (vii) such Purchasing Lender agrees
that it will perform in accordance with their terms all the obligations which
by the terms of this Agreement and the other Loan Documents are required to be
performed by it as a Lender including, if it is organized under the laws of a jurisdiction
outside the United States, its obligation pursuant to Section 2.17 to
deliver the forms prescribed by the Internal Revenue Service of the United
States certifying as to the Purchasing Lender’s exemption from United States
withholding taxes with respect to all payments to be made to the Purchasing
Lender under this Agreement.


 


(d)                                 The Administrative Agent shall maintain at its offices a
copy of each Assignment and Assumption and the names and addresses of the
Lenders, and the Commitments and Swing Line Commitment of, and principal amount
of the Loans owing to, 


 


89

















 


each
Lender pursuant to the terms hereof from time to time. Such information
maintained by the Administrative Agent shall be conclusive in the absence of
manifest error and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement.


 


(e)                                  Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and a Purchasing Lender (and in the
case of a Purchasing Lender that is not then a Lender or an Affiliate thereof,
by the Company (to the extent required above) and the Administrative Agent)
together with the Note or Notes subject to such assignment and the processing
and recordation fee referred to in paragraph (b) above, the Administrative
Agent shall promptly (i) accept such Assignment and Assumption, (ii) record
the information contained therein and (iii) give notice thereof to the
Lenders.  Within five (5) Business
Days after receipt of notice, the Borrowers, at their own expense, shall
execute and deliver to the Administrative Agent, in exchange for the surrender
of the original Note(s) (A) a new Note to the order of such
Purchasing Lender in an amount equal to the amount of the Commitment assumed
and (B) if the assigning Lender has retained a Commitment, a new Note to
the order of such assignor in the amount equal to the Commitment retained by
it.  Such new Note(s) shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note(s); such new Notes shall be dated the date of the surrendered
Notes which they replace and shall otherwise be in substantially the form of Exhibit A-1
hereto, with respect to a Revolver Note and Exhibit A-2 hereto,
with respect to the Swing Line Note. 
Canceled Notes shall be returned to the Company.


 


(f)                                    Each Lender may without the consent of the Company or the
Administrative Agent sell participations to one or more banks or other entities
(each a “Participant”) in all or any portion of any Loan owing to such
Lender, any Note held by such Lender, any Commitment and Swing Line Commitment
of such Lender or any other interest of such Lender hereunder and under the
other Loan Documents, provided, however, that (i) such
Lender’s obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note
for all purposes under this Agreement and the other Loan Documents, (iv) the
Borrowers, the Lenders and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement and the other Loan Documents, (v) in
any proceeding under the Bankruptcy Code such Lender shall be, to the extent
permitted by law, the sole representative with respect to the obligations held
in the name of such Lender, whether for its own account or for the account of
any Participant, (vi) such Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver
of any provision of this Agreement or the Note or Notes held by such Lender or
any other Loan Document, other than any such amendment, modification or waiver
with respect to any Loan or Commitment in which such Participant has an
interest that forgives principal, interest or fees or reduces the interest rate
or fees payable with respect to any such Loan or Commitment, postpones any date
fixed for any regularly scheduled payment of principal of, or interest or fees
on, any such Loan or releases any guarantor of such Loan or releases all or
substantially all of the collateral, if any, securing such Loan.


 


90

















 


(g)                                 If amounts outstanding under this Agreement and the Notes
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of set-off in respect of its participating interest in
amounts owing under this Agreement and any Note to the same extent as if the
amount of its participating interest were owing directly to it as a Lender
under this Agreement or any Note, provided that in purchasing such
participation such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in Section 9.8.  The Borrowers also agree that each
Participant shall be entitled to the benefits of Sections 2.16, 2.17, 2.18,
2.19, 5.8(c) and 9.5 with respect to its participation in the Commitments,
Swing Line Commitment and the Loans outstanding from time to time; provided,
that no Participant shall be entitled to receive any greater amount pursuant to
such Sections than the assigning Lender would have been entitled to receive in
respect of the amount of the participation transferred by such assigning Lender
to such Participant had no such transfer occurred.


 


(h)                                 If any Participant of a Lender is not created or organized
under the laws of the United States or any state thereof, the assigning Lender,
concurrently with the sale of a participating interest to such Participant,
shall cause such Participant (i) to represent to the assigning Lender (for
the benefit of the assigning Lender, the other Lenders, the Administrative
Agent and the Borrowers) that under applicable law and treaties no taxes will
be required to be withheld by the Administrative Agent, the Borrowers or the
assigning Lender with respect to any payments to be made to such Participant in
respect of its participation in the Loans and (ii) to agree (for the
benefit of the assigning Lender, the other Lenders, the Administrative Agent
and the Borrowers) that it will deliver the tax forms and other documents
required to be delivered pursuant to subsection 2.17(f) and comply from
time to time with all applicable U.S. laws and regulations with respect to
withholding tax exemptions.


 


(i)                                     Any Lender may at any time assign all or any portion of its
rights under this Agreement and the Notes issued to it to a Federal Reserve
Bank; provided that no such assignment shall release a Lender from any
of its obligations hereunder.


 


(j)                                     As provided in subsection 2.14(d) hereof, any Proposed
New Lender shall, at least seven (7) days before the proposed effective
date of such Proposed New Lender’s joinder hereto, complete, execute and
deliver to the Administrative Agent a New Lender Joinder, together with a
processing and recordation fee of $3,500. 
Such New Lender Joinder shall include, among other things, a joinder to
this Agreement and otherwise be in form and substance acceptable to the
Administrative Agent and the Borrowers. 
Upon the effective date of such joinder and the obtaining of the
Administrative Agent’s consent (which consent shall not be unreasonably
withheld or delayed), such Proposed New Lender shall become a party hereto
(hereinafter referred to as an “Additional Lender”) and shall be one of
the Lenders hereunder for all purposes. 
Simultaneously with the execution and delivery of such joinder, or the
increase in a Lender’s Commitment, the Borrowers shall execute a new Revolver
Note for such Additional Lender or existing Lender.


 


9.7                                 Disclosure of
Information.  Unless
otherwise consented to by the Company in writing, each of the Lenders and the
Administrative Agent agrees to use reasonable precautions to keep confidential,
in accordance with its customary procedures for handling 


 


91

















 


confidential information of
the same nature and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrowers pursuant to this
Agreement; provided that nothing herein shall prevent any Lender from
disclosing any such information (a) to the Administrative Agent or any
other Lender, (b) to any Participant, Purchasing Lender, Additional Lender
or Proposed New Lender (or prospective Participant, Purchasing Lender,
Additional Lender or Proposed New Lender) so long as such Participant,
Purchasing Lender, Additional Lender or Proposed New Lender (or prospective
Participant, Purchasing Lender, Additional Lender or Proposed New Lender)
agrees to comply with the requirements of this Section 9.7, (c) to
its employees, directors, agents, attorneys, accountants and other professional
advisors, (d) upon the request or demand of any Governmental Authority
having jurisdiction over such Lender, including any Lender or other examiners, (e) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (f) which has
been publicly disclosed other than in breach of this Agreement, including
judicial process, (g) in connection with the exercise of any remedy
hereunder or under the Notes or (h) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of
such information and instructed to keep such information confidential).


 


9.8                                 Adjustments;
Set-off.


 


(a)                                  If any Lender (a “benefited Lender”) shall at any
time receive any payment of all or part of its Loans or the Reimbursement
Obligations owing to it, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in subsection 7.1(f), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Loans
or the Reimbursement Obligations owing to it, or interest thereon, such
benefited Lender shall purchase for cash from the other Lenders such portion of
each such other Lender’s Loans owing to it, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefited Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest unless the benefited Lender is required to pay
interest thereon, in which case each Lender returning funds to the benefited
Lender shall pay its pro  rata share of such interest.  Each of the Borrowers, jointly and severally
agrees that each Lender so purchasing a portion of another Lender’s Loans may
exercise all rights of payment (including, without limitation, rights of
set-off) with respect to such portion as fully as if such Lender were the
direct holder of such portion.


 


(b)                                 In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of an Event of
Default, each Lender shall have the right, without prior notice to the
Borrowers (or any of them), any such notice being expressly waived by the
Borrowers to the extent permitted by applicable law, upon any amount becoming
due and payable by the Borrowers hereunder or under the Notes (whether at the
stated maturity, by acceleration or otherwise) to set-off and appropriate and
apply against such amount 


 


92

















 


any
and all deposits (general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in any currency,
in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender to or for the credit or the
account of one or more Borrowers.  Each
Lender agrees promptly to notify the Company and the Administrative Agent after
any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.


 


9.9                                 Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  A set of the copies
of this Agreement signed by all the parties shall be lodged with the Company,
on behalf of the Borrowers, and each of the Lenders.


 


9.10                           Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


9.11                           Integration.  This Agreement and the other Loan Documents
represent the agreement of the parties hereto with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any Lender relative to the subject
matter hereof not expressly set forth or referred to herein or in the other
Loan Documents.


 


9.12                           GOVERNING
LAW.  THIS AGREEMENT AND THE NOTES
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.


 


9.13                           Submission To
Jurisdiction; Waivers.  Each
of the Borrowers hereby irrevocably and unconditionally:


 


(a)                                  submits for itself and its property in any legal action or
proceeding relating to this Agreement or the Notes, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the Courts of the Commonwealth of Pennsylvania, the courts of
the United States of America for the Eastern District of Pennsylvania, and
appellate courts from any thereof;


 


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


 


(c)                                  agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar 


 


93

















 


form
of mail), postage prepaid, to the Company at its address set forth in Section 9.2
or at such other address of which the Administrative Agent shall have been
notified pursuant thereto;


 


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


 


(e)                                  without limiting the provisions of Section 9.5 hereof,
waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.


 


9.14                           Acknowledgments.  Each of Borrowers hereby acknowledges that:


 


(a)                                  it has been advised by counsel in the negotiation, execution
and delivery of this Agreement, the Notes and the other Loan Documents;


 


(b)                                 neither the Administrative Agent nor any Lender has any fiduciary
relationship to the Borrowers (or any of them) and the relationship hereunder
between the Administrative Agent and Lenders, on the one hand, and the
Borrowers, on the other hand, is solely that of debtor and creditor; and


 


(c)                                  no joint venture exists among the Lenders or the Agents or
among the Borrowers (or any of them) and the Lenders or the Agents.


 


9.15                           No Right of
Contribution.  On and
after the occurrence of an Event of Default hereunder, no Borrower shall seek
or be entitled to any reimbursement from any other Borrower, or be subrogated
to any rights of the Lenders against the Borrowers, in respect of any payments
made pursuant to the Loan Documents, until all amounts owing to the Lenders
hereunder and under the Notes are paid in full.


 


9.16                           WAIVERS
OF JURY TRIAL.  EACH
OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY
MANDATORY COUNTERCLAIM THEREIN.


 


9.17                           Joint and
Several Liability of Borrowers.  Notwithstanding anything to the contrary in
this Agreement (other than Section 2.22), all obligations of the Borrowers
hereunder and under the Loan Documents shall be joint and several.


 


94

















 


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


 


 


	
   

  	
  WEST
  PHARMACEUTICAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Anderson

  
	
   

  	
  Name:

  	
  Michael
  A. Anderson

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Anderson

  
	
   

  	
  Name:

  	
  Michael
  A. Anderson

  
	
   

  	
  Title:

  	
  Vice
  President 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES LAKEWOOD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Anderson

  
	
   

  	
  Name:

  	
  Michael
  A. Anderson

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Gailey III

  
	
   

  	
  Name:

  	
  John
  R. Gailey III

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST
  ANALYTICAL SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Gailey III

  
	
   

  	
  Name:

  	
  John
  R. Gailey III

  
	
   

  	
  Title:

  	
  Secretary

  



 






 












 


	
   

  	
  WEST
  PHARMACEUTICAL SERVICES OF DELAWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Anderson

  
	
   

  	
  Name:

  	
  Michael
  A. Anderson

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TECH GROUP NORTH AMERICA, INC.

  
	
   

  	
  TECH GROUP GRAND RAPIDS, INC.

  
	
   

  	
  (MFG) TECH GROUP PUERTO RICO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Anderson

  
	
   

  	
  Name:

  	
  Michael
  A. Anderson

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES

  DANMARK A/S

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Heino Lennartz

  
	
   

  	
  Name:

  	
  Heino
  Lennartz

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES

  HOLDING GMBH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Heino Lennartz

  
	
   

  	
  Name:

  	
  Heino
  Lennartz

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Lender and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Denise D. Killen

  
	
   

  	
  Name:
  Denise D. Killen

  
	
   

  	
  Title:
  Senior Vice President

  



 

















 


	
   

  	
  BANK
  OF AMERICA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric H. Williams

  
	
   

  	
  Name:
  Eric H. Williams

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kirk Tesch

  
	
   

  	
  Name:

  	
  Kirk
  Tesch

  
	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  CITIZENS
  BANK OF PENNSYLVANIA,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel J. Astolfi

  
	
   

  	
  Name:

  	
  Daniel
  J. Astolfi

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 

















 


	
   

  	
  HSBC
  BANK USA,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susan A. Waters

  
	
   

  	
  Name:

  	
  Susan
  A. Waters

  
	
   

  	
  Title:

  	
  Vice President, Senior Relationship Manager

  



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Devin T. Roccisano

  
	
   

  	
  Name:

  	
  Devin
  T. Roccisano

  
	
   

  	
  Title:

  	
  Associate

  



 

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Hwang

  
	
   

  	
  Name:

  	
  Jennifer
  Hwang

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  NORTHERN
  TRUST COMPANY, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Kingsley

  
	
   

  	
  Name:

  	
  Michael
  J. Kingsley

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 
















 


SCHEDULE I

LENDERS AND COMMITMENT INFORMATION


 


	
  Lender and Lending Office(s)

  	
   

  	
  Revolver Commitment

  	
   

  	
  Swing Line Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  1600 Market Street, 21st Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Philadelphia, PA 19103

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Denise D. Killen

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile: 215-585-6987

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  32,500,000

  	
   

  	
   

  	
   

  
	
  1101 Wootton Parkway, Suite 400

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockville, MD 20852

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Eric Williams

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile: 301-517-3120

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wells
  Fargo Bank, National Association

  	
   

  	
  $

  	
  32,500,000

  	
   

  	
   

  	
   

  
	
  301
  South College Street, 15th Floor, MAC D1053-150

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Charlotte,
  NC 28202

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:
  Kirk Tesch

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile:
  704-715-1438

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citizens Bank of Pennsylvania

  	
   

  	
  $

  	
  32,500,000

  	
   

  	
   

  	
   

  
	
  3025 Chemical Road, Suite 300

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plymouth Meeting, PA 19462

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Daniel Astolfi

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile: 610-941-4136

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank USA

  	
   

  	
  $

  	
  22,500,000

  	
   

  	
   

  	
   

  
	
  Four Tower Bridge

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  200 Barr Harbor Drive, Suite 400

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  West Conshohocken, PA 19428

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Susan A. Walters

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  22,500,000

  	
   

  	
   

  	
   

  
	
  277 Park Avenue, 23rd Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New York, NY 10172

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Devin Roccisano

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile: 646-534-3081

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. Bank National Association

  	
   

  	
  $

  	
  22,500,000

  	
   

  	
   

  	
   

  
	
  461 Fifth Avenue

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New York, NY 10017

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Jennifer Hwang

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile: 646-935-4534

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northern Trust Company

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
   

  	
   

  
	
  50 S. LaSalle, 11th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chicago, IL 60675

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Michael Kingsley

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile: 312-444-4906

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Commitments

  	
   

  	
  $

  	
  225,000,000

  	
   

  	
  $

  	
  20,000,000

  	
   

  



 


 Sch. I - Pg. 1  

















 


SCHEDULE II


 


EXISTING LIENS


 


None.


 


 Sch. II - Pg. 1  

















 


SCHEDULE III


 


OTHER LETTERS OF CREDIT


 


	
  Beneficiary

  	
   

  	
  Issuer

  	
   

  	
  Amount

  	
   

  	
  LC Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Purpose

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National Union Fire Insurance Co

  	
   

  	
  PNC

  	
   

  	
  $

  	
  1,815,042

  	
   

  	
  18100867-00-000

  	
   

  	
  11/30/2010

  	
   

  	
  Casualty Insurance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Zurich Insurance Co

  	
   

  	
  PNC

  	
   

  	
  $

  	
  250,000

  	
   

  	
  233539-00

  	
   

  	
  10/1/2010

  	
   

  	
  Casualty Insurance

  



 


 Sch. III - Pg. 1  

















 


SCHEDULE 3.17

SUBSIDIARIESOF THE COMPANY


 


	
   

  	
   

  	
  State/County of

  Incorporation

  	
   

  	
  Stock

  Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  West Pharmaceutical
  Services, Inc

  	
   

  	
  Pennsylvania

  	
   

  	
  Parent Co.

  	
   

  
	
  Tech Group North
  America, Inc.

  	
   

  	
  Arizona

  	
   

  	
  100.0

  	
  %

  
	
  West Pharmaceutical
  Services Lakewood, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Canovanas, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical Services Vega Alta, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services of Delaware, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Delaware Acquisition, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100.0

  	
   

  
	
  West Analytical
  Services, LLC

  	
   

  	
  Delaware

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services of Florida, Inc.

  	
   

  	
  Florida

  	
   

  	
  100.0

  	
   

  
	
  Tech Group Grand
  Rapids, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100.0

  	
   

  
	
  Citation Plastics Co.

  	
   

  	
  New Jersey

  	
   

  	
  100.0

  	
   

  
	
  Medimop USA, LLC

  	
   

  	
  Pennsylvania

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Argentina S.A.

  	
   

  	
  Argentina

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Australia Pty. Ltd.

  	
   

  	
  Australia

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical Services Brasil LTDA.

  	
   

  	
  Brasil

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Packaging (China) Company Ltd.

  	
   

  	
  China

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Shanghai Medical Rubber Products Co., Ltd.

  	
   

  	
  China

  	
   

  	
  95.0

  	
   

  
	
  West Pharmaceutical
  Services Colombia S.A.

  	
   

  	
  Colombia

  	
   

  	
  98.2

  	
  (a)

  
	
  West Pharmaceutical
  Services Holding Danmark ApS

  	
   

  	
  Denmark

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Danmark A/S

  	
   

  	
  Denmark

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Limited Danmark A/S

  	
   

  	
  Denmark

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Group Limited

  	
   

  	
  United Kingdom

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Cornwall Limited.

  	
   

  	
  United Kingdom

  	
   

  	
  100.0

  	
   

  
	
  Plasmec Public Limited
  Company

  	
   

  	
  United Kingdom

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Lewes Limited

  	
   

  	
  United Kingdom

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Dublin, Limited

  	
   

  	
  United Kingdom

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services France S.A.

  	
   

  	
  France

  	
   

  	
  99.9

  	
  (b)

  
	
  West Pharmaceutical
  Services Holding France SAS

  	
   

  	
  France

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Holding GmbH

  	
   

  	
  Germany

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical Services Verwaltungs GmbH

  	
   

  	
  Germany

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Deutschland GmbH Co KG

  	
   

  	
  Germany

  	
   

  	
  100.0

  	
   

  
	
  Tech Group de Mexico SRL de CV

  	
   

  	
  Mexico

  	
   

  	
  100.0

  	
   

  
	
  Tech Group Europe
  Limited

  	
   

  	
  Ireland

  	
   

  	
  100.0

  	
   

  
	
  Medimop Medical Projects
  (North), Ltd.

  	
   

  	
  Israel

  	
   

  	
  100.0

  	
   

  
	
  Medimop Medical
  Projects Ltd.

  	
   

  	
  Israel

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Italia S.r.L.

  	
   

  	
  Italy

  	
   

  	
  100.0

  	
   

  
	
  (mfg) Tech Group Puerto
  Rico, Inc.

  	
   

  	
  Arizona

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Beograd

  	
   

  	
  Serbia

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Singapore Pte. Ltd.

  	
   

  	
  Singapore

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Hispania S.A.

  	
   

  	
  Spain

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Venezuela C.A.

  	
   

  	
  Venezuela

  	
   

  	
  100.0

  	
   

  
	
  W.P.S. F. Limited

  	
   

  	
  England

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Packaging India Private Limited

  	
   

  	
  India

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Singapore (Holding) Pte. Limited

  	
   

  	
  Singapore

  	
   

  	
  100.0

  	
   

  
	
  West Pharmaceutical
  Services Normandie SAS

  	
   

  	
  France

  	
   

  	
  100.0

  	
   

  
	
  Senetics, Inc.

  	
   

  	
  Delaware

  	
   

  	
  100.0

  	
   

  
	
  PM2OL A/S

  	
   

  	
  Denmark

  	
   

  	
  100.0

  	
   

  



 






(a)  1.55% is held in
treasury by West Pharmaceutical Services Colombia S.A.


(b)  In addition,
..01% is owned directly by 8 individual shareholders who are officers of the
Company


 
















 


EXHIBIT A-1


 


FORM OF REVOLVER NOTE


 


 A-1 - Pg. 1  

















 


EXHIBIT
A-1


 


FORM OF REVOLVER NOTE


 


	
  U.S. $                 

  	
   

  	
                   ,
  2010

  
	
   

  	
   

  	
  Philadelphia, Pennsylvania

  



 


FOR VALUE RECEIVED, WEST PHARMACEUTICAL SERVICES, INC., a Pennsylvania
corporation, and its direct and indirect subsidiaries party hereto listed on
the signature page(s) hereof (collectively, the “Borrowers”), hereby
unconditionally, jointly and severally, promise to pay to the order of                                                         
(the “Lender”) at the office of PNC BANK, NATIONAL ASSOCIATION (the “Administrative
Agent”) located at 249 Fifth Avenue, Pittsburgh, PA 15222 (or, with respect to
any Loan in an Optional Currency, at the location indicated in the Credit
Agreement), on the Termination Date (as defined in the Credit Agreement) in
immediately available funds, (i) in Dollars, the aggregate unpaid
principal amount of all Revolver Loans made in Dollars, and (ii) in the
applicable Optional Currency, the aggregate unpaid principal amount of all
Revolver Loans made in any Optional Currency, in each case, made by the Lender
to the Borrowers pursuant to the Credit Agreement.  In addition, the Borrowers shall make
principal payments on this Note, to the extent required under the Credit
Agreement, on the dates specified in the Credit Agreement and in the amounts
determined in accordance with the provisions thereof.  The Borrowers further agree to pay interest
accrued on the unpaid principal amount outstanding hereunder from time to time
from the date hereof at such office at the rates and on the dates specified in
the Credit Agreement, together with all other costs, fees and expenses as
provided in the Credit Agreement.


 


The holder of this Note is authorized to endorse on Schedule 1 annexed
hereto and made a part hereof, or on a continuation thereof which shall be
attached hereto and made a part hereof, the respective date, Type, Optional
Currency (if applicable) and amount of each Revolver Loan made by the Lender to
the Borrowers, each continuation thereof, each conversion of all or a portion
thereof to another Type, the date, amount and currency of each payment or
prepayment of principal thereof and, in the case of LIBOR Loans, the length of
each Interest Period with respect thereto, and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof,
which endorsement shall constitute prima facie
evidence of the accuracy of the information endorsed; provided,
however, that the failure to make any such endorsement (or any error
in such recordation) shall not affect the obligations of the Borrowers to make
payments of principal, interest and other amounts outstanding in accordance
with the terms of this Note and the Credit Agreement.


 


This Note is one of the Revolver Notes referred to in, evidences
indebtedness incurred under, and is entitled to the benefits of, the Credit
Agreement, dated as of the date hereof (said Agreement, as it may be amended, supplemented
or otherwise modified from time to time, being referred to as the “Credit
Agreement”), among the Borrowers, the Lender, the other banks and financial
institutions parties thereto, and PNC Bank, National Association, as
Administrative Agent.  The Credit
Agreement, among other things, contains provisions for the


 

















 


acceleration of
the maturity hereof upon the happening of certain events, for optional or
mandatory prepayments of the principal hereof prior to the maturity thereof,
for a higher rate of interest hereunder on amounts past due and, in certain
circumstances, in the case of an Event of Default, and for the amendment or
waiver of certain provisions of the Credit Agreement.


 


Upon the occurrence of any one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all as provided
therein.


 


All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and notice of any kind.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.


 


Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.  This
Note shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Pennsylvania.


 


 


	
   

  	
  WEST
  PHARMACEUTICAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES OF FLORIDA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES GROUP LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


	
   

  	
  WEST ANALYTICAL
  SERVICES LLC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICALS SERVICES OF DELAWARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TECH GROUP NORTH
  AMERICA, INC. TECH GROUP GRAND RAPIDS, INC. (MFG) TECH GROUP PUERTO RICO,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES DANMARK A/S

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES HOLDING GMBH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


Schedule 1


 


Loans, Conversions and Payments


 


	
  Date

  	
   

  	
  Type of

  Loan

  (LIBOR or

  Base Rate)

  	
   

  	
  Amount of

  Loan

  	
   

  	
  Dollars or

  Optional

  Currency

  	
   

  	
  Amount of

  Principal

  Repaid

  	
   

  	
  Amount of

  Base Rate

  Loans

  Converted

  to LIBOR

  Loans

  	
   

  	
  Amount of

  LIBOR

  Loans

  Converted

  To

  Base Rate

  Loans

  	
   

  	
  Unpaid

  Principal

  Balance of

  Loans

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT A-2


 


FORM OF SWING LINE NOTE


 


 A-2 - Pg. 1  

















 


EXHIBIT
A-2


FORM OF  SWING LINE NOTE


 


	
  U.S. $20,000,000

  	
   

  	
                   ,
  2010

  
	
   

  	
   

  	
  Philadelphia, Pennsylvania

  



 


FOR VALUE RECEIVED, WEST PHARMACEUTICAL SERVICES, INC., a Pennsylvania
corporation, and its direct and indirect subsidiaries party hereto listed on
the signature page(s) hereof (collectively, the “Borrowers”), hereby
unconditionally, jointly and severally, promise to pay to the order of PNC BANK,
NATIONAL ASSOCIATION (the “Swing Line Lender”) at the office of PNC BANK,
NATIONAL ASSOCIATION (the “Administrative Agent”) located at 249 Fifth Avenue,
Pittsburgh, PA 15222, in Dollars, the aggregate unpaid principal amount of all
Swing Line Loans made by the Swing Line Lender to the Borrowers in accordance
with the terms of the Credit Agreement, in immediately available funds, and to
pay interest from the date hereof on such principal amount from time to time
outstanding, in like funds, at said office, at the rate or rates per annum and
payable on the dates specified in the Credit Agreement.


 


The holder of this Note is authorized to endorse on the schedule
attached hereto and made a part hereof, or on a continuation thereof which
shall be attached hereto and made a part hereof all borrowings evidenced by
this Note, the length of each interest period with respect thereto and all
payments and prepayments of the principal hereof and interest hereon and the
respective dates thereof, which endorsement shall constitute prima facie evidence of the accuracy of the information
endorsed; provided, however, that the failure to
make any such endorsement (or any error in such recordation) shall not affect
the obligations of the Borrowers to make payments of principal, interest and
other amounts outstanding in accordance with the terms of this Note and the
Credit Agreement.


 


This Note is the Swing Line Note referred to in, evidences indebtedness
incurred under, and is entitled to the benefits of, the Credit Agreement, dated
as of the date hereof (said Agreement, as it may be amended, supplemented or
otherwise modified from time to time, being referred to as the “Credit
Agreement”), among the Borrowers, the Swing Line Lender, the other banks and
financial institutions parties thereto, and PNC Bank, National Association, as
Administrative Agent.  The Credit
Agreement, among other things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, for optional or mandatory
prepayments of the principal hereof prior to the maturity thereof, and for a
higher rate of interest hereunder on amounts past due and in certain cases upon
an Event of Default.


 


All parties now and
hereafter liable with respect to this Note, whether maker, principal, surety,
guarantor, endorser or otherwise, hereby waive presentment, demand, protest and
notice of any kind.  No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the
holder hereof shall operate as a waiver of such rights.


 

















 


Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.  This
Note shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Pennsylvania.


 


	
   

  	
  WEST
  PHARMACEUTICAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES OF FLORIDA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES GROUP LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST ANALYTICAL
  SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICALS SERVICES OF DELAWARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  TECH GROUP NORTH
  AMERICA, INC. TECH GROUP GRAND RAPIDS, INC. (MFG) TECH GROUP PUERTO RICO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES DANMARK A/S

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST
  PHARMACEUTICAL SERVICES HOLDING GMBH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Loans and Payments


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name of

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Unpaid

  	
   

  	
  Person

  
	
   

  	
   

  	
  Amount

  	
   

  	
  Interest

  	
   

  	
  Interest

  	
   

  	
  Payments

  	
   

  	
  Balance of

  	
   

  	
  Making

  
	
  Date

  	
   

  	
  of Loan

  	
   

  	
  Rate

  	
   

  	
  Period

  	
   

  	
  Principal

  	
   

  	
  Interest

  	
   

  	
  Note

  	
   

  	
  Notation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT B


 


FORM OF ASSIGNMENT AND
ASSUMPTION


 


 B - 1  

















 


EXHIBIT B


 


FORM OF

ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [                            ]
(the “Assignor”) and [                              ]
(the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the
Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Administrative Agent as
contemplated below (i) all of the Assignor’s rights and obligations in its
capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including without limitation any letters of credit and guarantees included in
such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor
(in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as, the “Assigned Interest”).  Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.


 


	
  1.

  	
   

  	
  Assignor:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Assignee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [and
  is an Affiliate/Approved Fund (as defined below)

  of
  [identify Lender](1)]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Borrowers:

  	
   

  	
  West
  Pharmaceutical Services, Inc. and its Subsidiaries party to the Credit
  Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Administrative
  Agent:

  	
   

  	
  PNC
  Bank, National Association, as the administrative agent under the Credit
  Agreement

  



 










(1) Select as applicable.


 

















 


	
  5.

  	
   

  	
  Credit
  Agreement:

  	
   

  	
  The
  Credit Agreement dated as of June 4, 2010 among West Pharmaceutical
  Services, Inc., its Subsidiaries party thereto, the Lenders parties
  thereto and PNC Bank, National Association, as Administrative Agent.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Assigned Interest:

  	
   

  	
   

  



 


	
  Aggregate
  Amount of

  Commitment/Loans for

  all Lenders*

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned*

  	
   

  	
  Percentage

  Assigned of

  Commitment/

  Loans(2)

  	
   

  	
  CUSIP Number

  	
   

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  



 


	
  7.

  	
   

  	
  Approved
  Fund:

  	
   

  	
  As
  used herein, the term “Approved Fund” shall mean any Person (other than a
  natural person) that is engaged in making, purchasing, holding or investing
  in bank loans and similar extensions of credit in the ordinary course and
  that is administered or managed by (a) Lender, (b) an Affiliate of
  a Lender or (c) an entity or an Affiliate of an entity that administers
  or manages a Lender.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [8.

  	
   

  	
  Trade
  Date:

  	
   

  	
  ](3)

  



 


Effective Date:  
                          
      , 20       [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE
DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


[Signatures to Follow]


 






* Amount
to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date.


 


(2) Set
forth, to at least 9 decimals, as a percentage of the Total Commitments/Loans
of all Lenders thereunder.


 


(3) To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.


 


2

















 


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


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  [                                          ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  [                                            ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  [Consented to and](4) Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PNC BANK, NATIONAL ASSOCIATION,

  	
   

  	
   

  
	
  as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Consented
  to:](5)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WEST PHARMACEUTICAL SERVICES,
  INC.,

  Borrowers’ Representative:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PNC BANK, NATIONAL ASSOCIATION,
  

  	
   

  	
   

  
	
  as Issuing Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 






(4) To
be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.


 


(5) To
be added where the consent of the Borrowers’ Representative and/or other
parties (e.g. Issuing Lender) is required by the terms of the Credit Agreement.


 


3

















 


ANNEX 1


 


STANDARD TERMS AND
CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.             Representations and Warranties.


 


1.1.          Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of
the Borrowers, any of their Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrowers, any of their Subsidiaries or Affiliates or any
other Person of any of their respective obligations under any Loan Document.


 


1.2.          Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets
all requirements to be a Lender under the Credit Agreement (subject to receipt
of such consents as may be required under the Credit Agreement), (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a
copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 5.1 thereof, as applicable, and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative
Agent or any other Lender, and (v) if Assignee is not incorporated or
organized under the laws of the United States of America or any State thereof,
attached to the Assignment is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.


 


2.             Payments. 
From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignor for amounts which
have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.


 

















 


3.             General Provisions.  This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.  This
Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. 
Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the Commonwealth of
Pennsylvania.


 


5
















 


EXHIBIT
C


 


FORM OF NOTICE OF BORROWING


 


C -1

















 


EXHIBIT C


 


FORM OF NOTICE OF BORROWING


 


	
  TO:

  	
   

  	
  PNC BANK,
  NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
  Telephone No.:

  	
   

  	
  (215) 585-5348

  
	
   

  	
   

  	
  Facsimile No.:

  	
   

  	
  (215) 585-6987

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  Denise Killen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  -and-

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PNC BANK,
  NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
  Telephone No.:

  	
   

  	
  (412) 762-3627

  
	
   

  	
   

  	
  Facsimile No.:

  	
   

  	
  (412) 762-8672

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  Multi-Bank Loan
  Administration — Lisa Pierce

  



 


FROM:


 


RE:                              Credit Agreement (the “Agreement”), dated
as of June 4, 2010 by and among West Pharmaceutical Services, Inc.
and its direct and indirect subsidiaries from time to time party thereto (the “Borrowers”),
the several lenders from time to time parties thereto (the “Lenders”), and PNC
Bank, National Association, as Administrative Agent (in such capacity, the “Administrative
Agent”)


 


Pursuant to Section 2.4 of the Agreement, the
undersigned hereby makes the following request:


 


	
  1.

  	
   

  	
  This request is for
  (choose one):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o    Revolver
  Loans

   

  o    Swing
  Line Loans

   

  o    Conversion
  of outstanding LIBOR Loans to Base Rate

   

  o    Conversion
  of outstanding Base Rate Loans to LIBOR Rate

   

  o    Renewal
  of LIBOR Rate election with respect to outstanding LIBOR Loans

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Aggregate principal
  amount of Loans comprising the new Tranche:

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Proposed Borrowing,
  Conversion or Renewal Date:

  



 

















 


4.             Interest
Rate applicable to the new Tranche (choose one):


 


o            a.             Base Rate


 


Amount of borrowing
subject to Base Rate:  $


 


o            b.             LIBOR Rate Option for an Interest
period of (choose one; Optional Currency Loans may only have an Interest Period
of one month):


 


Amount of borrowing
subject to LIBOR Rate: $


 


o            i.              1
month


 


o            ii.             2
months


 


o            iii.            3
months


 


o            iv.            6
months


 


o            c.             Other (for Swing Line Loans not at
Base Rate)


 


5.             Currency
applicable to the new Tranche (Choose One):


 


o            a.             U.S. Dollars


 


o            b.             Optional Currency


 


[Repeat 1-5 for
additional Loans/Tranches]


 


As of the date of each request for a Loan and the date of making of
such Loan:  each of the representations
and warranties made by each Borrower contained in Section 3 of the
Agreement or under the other Loan Documents or which are contained in any
certificate, document or financial or other statement furnished at any time
under or in connection with any of the foregoing, are and shall be true and
correct in all material respects on and as of the date hereof and, if
different, the date of such Loan; no Default or Event of Default has occurred
and is continuing or shall exist after giving effect to the Loans requested
hereby; and the other conditions precedent in Section 4.2 have been
satisfied.  As of the date of each
request to convert or continue a Loan, no Default or Event of Default has
occurred and is continuing or shall exist after giving effect to such
conversion or continuation.


 


Capitalized terms used but not defined herein shall have the meanings
given to them in the Agreement.


 

















 


The undersigned certifies to the accuracy of the foregoing.


 


 


	
  Date:

  	
   

  	
   

  	
  WEST
  PHARMACEUTICAL SERVICES, INC.,

  
	
   

  	
   

  	
  as Borrowers’
  Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 
















 


EXHIBIT D


 


FORM OF JOINDER AND
ASSUMPTION AGREEMENT


 


 D - 1  

















 


EXHIBIT D


 


FORM OF


JOINDER AND
ASSUMPTION AGREEMENT


 


Joinder and Assumption Agreement, dated as of                                 ,
made by [                                    ]
(the “Additional Borrower”), in favor of the Lenders and the Administrative
Agent (as each such term is defined in the Credit Agreement referred to below).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, West Pharmaceutical Services, Inc. (the “Company”)
and its subsidiaries from time to time party thereto, the banks and other
financial institutions from time to time parties thereto and PNC Bank, National
Association, as Administrative Agent, are parties to a Credit Agreement, dated
as of June 4, 2010 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”); and


 


WHEREAS, the Additional Borrower, in consideration for,
among other things, the ability to borrow under the Credit Agreement, is
executing and delivering this Agreement.


 


NOW THEREFORE, in consideration of the foregoing and for
other consideration, the receipt and sufficiency of which is hereby
acknowledged, the Additional Borrower, intending to be legally bound, hereby
agrees as follows:


 


1.             Defined
Terms.    Unless otherwise
defined herein, capitalized terms defined in the Credit Agreement are used
herein as therein defined.


 


2.             Joinder  The Additional Borrower hereby agrees
that effective as of the date hereof, the Additional Borrower is, and shall be,
a Borrower under the Credit Agreement with all of the rights and obligations of
a Borrower thereunder, and the term Borrower when used in the Credit Agreement
or in any other Loan Document shall include the Additional Borrower.  As a result (i) the Additional Borrower
shall be entitled to borrow or have Letters of Credit issued for its account
under the Credit Agreement on the terms of, and subject to the conditions of,
the Credit Agreement to the same extent as if it were an original signatory to
that Agreement as a Borrower and (ii) the Additional Borrower shall be
liable to the Administrative Agent and the Lenders for, and hereby assumes and
agrees to be liable for, all of the obligations and liabilities of a Borrower
under the Credit Agreement, the Notes and the other Loan Documents as
applicable to the same extent as if it were an original signatory to those
documents as a Borrower.  The Additional
Borrower hereby agrees with the Administrative Agent and the Lenders that it
shall perform, comply with and be subject to and be bound by, each of the
terms, provisions and conditions of the Credit Agreement, including, without
limitation, the monetary payment provisions, and each other Loan Document to
which it is a party by virtue of this Agreement.  Without limiting the generality of the
foregoing, the Additional Borrower hereby represents and warrants that (i) each
of the representations and warranties set forth in Section 3 of the Credit
Agreement is true and correct as to the Additional Borrower on and as of the
date 


 

















 


hereof
as if made on and as of the date hereof by the Additional Borrower and (ii) the
Additional Borrower has heretofore received a true and correct copy of the
Credit Agreement and each of the other Loan Documents (including any amendments,
supplements or waivers thereto) as in effect on the date hereof.


 


The Additional Borrower hereby makes, affirms, and
ratifies in favor of the Lenders and the Administrative Agent the Credit
Agreement, the Notes and each of the other Loan Documents given by one or more
of the Borrowers to the Administrative Agent and/or the Lenders.


 


The Additional Borrower also agrees to execute and
deliver (or to cause to be executed and delivered) at any time and from time to
time such further instruments and documents and do or cause to be done such
further acts as may be reasonably requested by the Administrative Agent to
effectuate the provisions and purposes of this Agreement, it being
acknowledged, however, that no such documents are needed in order for the Additional
Borrower to become a Borrower under the Credit Agreement and to be liable for
all of the obligations and liabilities of a Borrower thereunder as if it were
an original signatory thereto.


 


3.             Additional
Representations and Warranties. 
The Additional Borrower hereby represents and warrants to the Lenders
and the Administrative Agent that:


 


(a)           There exists no Default or Event of
Default under the Credit Agreement; and


 


(b)           The execution and delivery of this
Agreement has been duly authorized by all requisite action on behalf of the
Additional Borrower, and this Agreement and any other Loan Document to which it
is a party by virtue of this Agreement constitutes the legal, valid and binding
obligation of the Additional Borrower, enforceable against it in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).


 


4.             Effectiveness.  This Agreement shall become effective upon
receipt by the Administrative Agent of counterparts hereof duly executed by the
Additional Borrower and acknowledged by the Administrative Agent and the
Company on behalf of the Borrowers.


 


5.             Deliveries.  On the date hereof, the
Additional Borrower shall deliver to the Administrative Agent a certificate of
the Secretary or Assistant Secretary of the Additional Borrower certifying the
resolutions of the board of directors of the Additional Borrower and true and
correct copies of the certificate of formation (as certified by the applicable
Governmental Authority) and by-laws of the Additional Borrower, a good standing
certificate and the signatures and incumbency of the officers of the Additional
Borrower authorized to sign the Agreement and any other agreements or documents
executed in connection herewith and such certificates and attachments thereto
shall be in form and substance satisfactory to the Administrative Agent.  [Modify as applicable for
a Foreign Borrower]


 


2

















 


6.             Limited
Effect.  Except as
expressly amended by this Agreement, the Credit Agreement and the other Loan
Documents shall continue to be, and shall remain, unaltered and in full force
and effect in accordance with their terms.


 


7.             Miscellaneous.


 


(a)           Expenses.  The Additional Borrower and each of the
Borrowers jointly and severally agree to pay all of the Administrative Agent’s
reasonable out-of-pocket expenses incurred in connection with the preparation,
negotiation and execution of this Agreement, including, without limitation, the
reasonable fees and expenses of counsel to the Administrative Agent.


 


(b)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.


 


(c)           Successor and Assigns.  The terms and provisions of this Agreement
shall be binding upon and shall inure to the benefit of the Additional Borrower,
the other Borrowers, the Administrative Agent and the Lenders and their
respective successors and assigns.


 


(d)           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute one and the same instrument.


 


(e)           Headings.  The headings of any paragraph of this
Agreement are for convenience only and shall not be used to interpret any
provision hereof.


 


(f)            Modifications.  No modification hereof or any agreement
referred to herein shall be binding or enforceable unless in writing and signed
on behalf of the party against whom enforcement is sought.


 


3

















 


IN WITNESS WHEREOF, the Additional Borrower has
caused this Agreement to be duly executed and delivered by its proper and duly
authorized officer as of the date and year first above written and the Company
has caused this Agreement to be acknowledged, executed and delivered by its
proper and duly authorized officer as of the day and year first above written.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED,
  ACCEPTED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  WEST
  PHARMACEUTICAL SERVICES, INC., as

  	
   

  
	
  Borrowers’
  Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PNC BANK, NATIONAL ASSOCIATION,

  	
   

  	
   

  
	
  as Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


4
















 


EXHIBIT E


 


LEGAL OPINION MATTERS


 


 E - 1  

















 


	
  

  	
   

  	
  Cira Centre

  
	
   

  	
  2929 Arch Street

  
	
   

  	
  Philadelphia, PA 19104-2808

  
	
   

  	
  +1 215 994 4000 Main

  
	
   

  	
  +1 215 994 2222 Fax

  
	
   

  	
  www.dechert.com

  



 


June 4,
2010


 


	
  PNC
  Bank, National Association, as Agent

  
	
  1600
  Market Street, 21st Floor

  
	
  Philadelphia,
  PA 19103

  
	
   

  
	
  and
  the Lenders party to the Credit Agreement

  



 


Re:                             West
Pharmaceutical Services, Inc. $225,000,000 Credit Facility


 


Gentlemen
and Ladies:


 


We have acted as special
counsel to West Pharmaceutical Services, Inc., a Pennsylvania corporation
(“Company”, and collectively with the
subsidiaries of the Company set forth on Schedule I
hereto, the “Opinion Parties”, and collectively
with the Opinion Parties and the subsidiaries set forth on Schedule II
hereto, the “Loan Parties”), in connection with
the Credit Agreement, dated as of the date hereof (the “Credit
Agreement”), among the Company and certain of its subsidiaries, as
borrowers, the lenders from time to time party thereto (the “Lenders”) and PNC Bank, National Association, as
administrative agent (in such capacity, the “Administrative
Agent”).  This opinion is
delivered to you pursuant to Section 4.1 of the Credit Agreement.  Capitalized terms used in this opinion letter
and not otherwise defined herein shall have the meanings specified in the
Credit Agreement.


 


We have examined originals
(or copies of executed originals) of the transaction documents described on Schedule III hereto (collectively, the “Transaction
Documents”) as well as the following:


 


(i)                   the
Amended and Restated Articles of Incorporation of the Company, as certified by
the Secretary of the Commonwealth of the Commonwealth of Pennsylvania on May 21,
2010;


 


(ii)                  the
Articles of Incorporation of WPS Florida (as defined in Schedule I hereto), as
certified by the Secretary of State of the State of Florida on May 21,
2010;


 

















 


(iii)                 the
Certificate of Incorporation of WPS Lakewood (as defined in Schedule I hereto),
as certified by the Secretary of State of the State of Delaware on May 20,
2010;


 


(iv)                the
Certificate of Formation of WAS LLC (as defined in Schedule I hereto), as
certified by the Secretary of State of the State of Delaware on May 20,
2010;


 


(v)                 the
Certificate of Incorporation of WPS Delaware (as defined in Schedule I hereto),
as certified by the Secretary of State of the State of Delaware on May 21,
2010;


 


(vi)                the
Articles of Amendment and Merger of TGNA (as defined in Schedule I hereto), as
certified by the Secretary of State of the State of Arizona on May 24,
2010;


 


(vii)               the
Certificate of Incorporation of TGGR (as defined in Schedule I hereto), as
certified by the Secretary of State of the State of Delaware on May 20,
2010;


 


(viii)              the
Articles of Incorporation of TGPR (as defined in Schedule I hereto), as
certified by the Secretary of State of the State of Delaware on May 24,
2010;


 


(ix)                 the
Bylaws of the Company, as certified by the certificate referenced in clause
(xxv) below;


 


(x)                  the
Bylaws of WPS Florida, as certified by the certificate referenced in clause
(xxvi) below;


 


(xi)                 the
Bylaws of WPS Lakewood, as certified by the certificate referenced in clause
(xxvii) below;


 


(xii)                the
Single Member Limited Liability Company Operating Agreement of WAS LLC, as
certified by the certificate referenced in clause (xxviii) below;


 


(xiii)               the
Bylaws of WPS Delaware, as certified by the certificate referenced in clause
(xxix) below;


 


(xiv)               the
Bylaws of TGNA, as certified by the certificate referenced in clause (xxx)
below;


 


(xv)                the
Bylaws of TGGR, as certified by the certificate referenced in clause (xxxi)
below;


 


2

















 


(xvi)               the
Bylaws of TGPR, as certified by the certificate referenced in clause (xxxii)
below;


 


(xvii)              resolutions
of the Sole Director of the Company, adopted May 28, 2010, as certified by
the certificate referenced in clause (xxv) below;


 


(xviii)             resolutions
of the Sole Director of WPS Florida, adopted May 28, 2010, as certified by
the certificate referenced in clause (xxvi) below;


 


(xix)               resolutions
of the Sole Director of WPS Lakewood, adopted May 28, 2010, as certified
by the certificate referenced in clause (xxvii) below;


 


(xx)                resolutions
of the Sole Manager of WAS LLC, adopted May 28, 2010, as certified by the
certificate referenced in clause (xxviii) below;


 


(xxi)               resolutions
of the Board of Directors of WPS Delaware, adopted May 28, 2010, as
certified by the certificate referenced in clause (xxix) below;


 


(xxii)              resolutions
of the Sole Director of TGNA, adopted May 28, 2010, as certified by the
certificate referenced in clause (xxx) below;


 


(xxiii)             resolutions
of the Sole Director of TGGR, adopted May 28, 2010, as certified by the
certificate referenced in clause (xxxi) below;


 


(xxiv)             resolutions
of the Sole Director of TGPR, adopted May 28, 2010, as certified by the
certificate referenced in clause (xxxii) below;


 


(xxv)              the
certificate of John R. Gailey, Secretary of the Company, dated the date hereof;


 


(xxvi)             the
certificate of John R. Gailey, Secretary of WPS Florida, dated the date hereof;


 


(xxvii)            the
certificate of John R. Gailey, Secretary of WPS Lakewood, dated the date
hereof;


 


(xxviii)           the
certificate of John R. Gailey, Secretary of WAS LLC, dated the date hereof;


 


3

















 


(xxix)              the
certificate of John R. Gailey, Secretary of WPS Delaware, dated the date
hereof;


 


(xxx)               the
certificate of John R. Gailey, Secretary of TGNA, dated the date hereof;


 


(xxxi)              the
certificate of John R. Gailey, Secretary of TGGR, dated the date hereof;


 


(xxxii)             the
certificate of John R. Gailey, Secretary of TGPR, dated the date hereof;


 


(xxxiii)            a
certificate, dated May 21, 2010 from the Secretary of the Commonwealth of
the Commonwealth of Pennsylvania as to the Company’s existence and good
standing;


 


(xxxiv)           a
certificate, dated May 20, 2010 from the Secretary of State of the State
of Florida as to WPS Florida’s existence and good standing;


 


(xxxv)            a
certificate, dated May 20, 2010 from the Secretary of State of the State
of Delaware as to WPS Lakewood’s existence and good standing;


 


(xxxvi)           a
certificate, dated May 20, 2010 from the Secretary of State of the State
of Delaware as to WAS LLC’s existence and good standing;


 


(xxxvii)          a
certificate, dated May 21, 2010 from the Secretary of State of the State
of Delaware as to WPS Delaware’s existence and good standing;


 


(xxxviii)         a
certificate, dated May 20, 2010 from the Secretary of State of the State
of Arizona as to TGNA’s existence and good standing;


 


(xxxix)            a
certificate, dated May 20, 2010 from the Secretary of State of the State
of Delaware as to TGGR’s existence and good standing; and


 


(xl)                 a
certificate, dated May 20, 2010 from the Secretary of State of the State
of Arizona as TGPR’s existence and good standing.


 


For purposes of this opinion letter, the documents
referred to in clauses (i) through (xvi) are hereinafter referred to as
the “Governing Documents” and the documents 


 


4

















 


referred to in clauses
(xxxiii) through (xl) are hereinafter referred to as the “Good
Standing Certificates.”


 


In making such examination
and rendering the opinions set forth below, we have assumed the genuineness of
all signatures (other than those of officers of the Opinion Parties), the legal
capacity and competence of all individuals, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed, photostatic or
electronic copies of such documents.


 


In rendering the opinions set
forth below, we have also assumed that (a) each of the parties to the
Transaction Documents (other than the Opinion Parties) has duly and validly
executed and delivered the Transaction Documents; (b) each of the parties
to the Transaction Documents (other than the Opinion Parties) is validly
existing and in good standing under the laws of the jurisdiction of its
organization or formation; (c) each of the parties to the Transaction
Documents (other than the Opinion Parties) has the requisite corporate or limited
liability company power and authority, as applicable, and has taken the
corporate or limited liability company action, as applicable, necessary to
authorize the execution and delivery of the Transaction Documents and to
consummate the transactions contemplated thereby and all such Transaction
Documents have been duly authorized, executed and delivered by such parties
(other than the Opinion Parties); (d) the Transaction Documents constitute
the valid and binding obligations of each party thereto (other than the Loan
Parties), enforceable against such other party in accordance with their
respective terms; and (e) each of the parties to the Transaction Documents
(other than the Opinion Parties) has received all agreed upon consideration for
each Transaction Document to which it purports to be a party.  We assume that (i) there has been no
mutual mistake of fact, or misunderstanding or fraud, duress or undue influence
in connection with the negotiation, delivery and execution of the Transaction
Documents and (ii) there are and have been no agreements or understandings
among the parties, written or oral, and there is and has been no usage of trade
or course of prior dealing among the parties that would, in either case, vary,
supplement, or qualify the terms of the Transaction Documents.


 


Our opinions set forth
herein are based on our consideration of only those statutes, rules,
regulations and judicial decisions which, in our experience, are normally
applicable to transactions of the type contemplated by the Transaction
Documents.


 


With respect to certain
factual matters material to our opinions, we have relied upon representations
and warranties of the Loan Parties in the Transaction Documents, and
certificates or comparable documents of officers of the Loan Parties, public
officials and other authorized persons and we have made no independent inquiry
into the accuracy of such representations or certificates.  Whenever our opinion in this letter with
respect to the existence or absence of facts is qualified by the phrase “to our
knowledge,” “known to us,” or similar phrases, we are referring 


 


5

















 


to the current actual
knowledge of Dechert LLP attorneys who have rendered substantive legal services
to the Loan Parties in connection with the current transactions contemplated in
the Transaction Documents which knowledge has been obtained by such attorneys
in such capacity.  Except to the extent
expressly set forth in this letter, we have not undertaken any independent
investigation to determine the existence or absence of those facts, and no
inference as to the knowledge of the existence or absence of those facts should
be drawn from our representation of the Loan Parties.


 


Based upon the foregoing and
subject to the assumptions and qualifications set forth above and hereinafter,
we are of the opinion that:


 


1.             Each
of the Opinion Parties (a) is validly existing and in good standing as a
corporation or limited liability company, as applicable, under the laws of the
jurisdiction in which it was incorporated or formed, as applicable and (b) has
the corporate or limited liability company, as applicable, power and authority
to execute and deliver each Transaction Document to which it is a party and
perform its obligations thereunder.


 


2.             The
execution, delivery and performance of the Transaction Documents by each
Opinion Party which is a party thereto have been duly authorized by all
necessary corporate or limited liability company action, as applicable.  The Transaction Documents have been duly
executed and delivered by each Opinion Party which is a party thereto.


 


3.             Each
of the Transaction Documents constitutes the valid and binding obligation of
each of the Loan Parties to the extent it is a party thereto, enforceable against
such Loan Party in accordance with its terms.


 


4.             The
execution and delivery of the Transaction Documents and performance by each of
the Loan Parties of their respective obligations contemplated by the
Transaction Documents (based solely upon our review as of the date hereof) do
not:  (a) violate any law, statute, rule or
regulation under the federal laws of the United States (assuming that the
proceeds of the Loans are used solely for the purposes set forth in the Credit
Agreement), the Commonwealth of Pennsylvania, the Delaware General Corporation
Law, or the Delaware Limited Liability Company Act or, to our knowledge, any
order or decree of any court, administrative agency or other Governmental
Authority to which such Loan Party is subject; (b) result in a breach of,
or constitute a default of, the obligations of a Loan Party under any
indenture, loan agreement, instrument or other agreement listed on Schedule IV hereto or require any consent under any such
agreement listed on Schedule IV hereto;
(c) result in the creation or imposition of any lien upon any property of
such Loan Party under any indenture, loan agreement, instrument or other
agreement described in clause (b) above; (d) require the consent or
approval of, or any filing or registration with, any Pennsylvania or federal
Governmental 


 


6

















 


Authority or any Governmental Authority under the
Delaware General Corporation Law or the Delaware Limited Liability Company Act
other than those which have been obtained; or (e) result in any violation
of the provisions of the Governing Documents, as applicable, of any Opinion
Party.


 


5.             To
our knowledge, there are no actions, suits or proceedings pending or threatened
against any Loan Party, before any court, governmental agency or arbitrator,
that seeks to restrain, enjoin, prevent the consummation of or otherwise
challenge, any of the Transaction Documents or any of the transactions
contemplated thereby.


 


6.             The
Company is not registered or required to be registered as an “investment
company” pursuant to Section 8 of the Investment Company Act of 1940, as
amended.


 


7.             Assuming the
accuracy of the representations and warranties made in the Credit Agreement
with respect to the intended use of the proceeds of the Loans, the transactions
contemplated by the Transaction Documents do not violate Regulations T, U or X
of the Board of Governors of the Federal Reserve System.


 


The foregoing opinions are subject to the following
qualifications:


 


(a)           The
opinions expressed herein are limited by principles of equity (regardless of
whether considered in a proceeding in equity or at law) that may limit the
availability of certain rights and remedies and do not reflect the effect of
bankruptcy (including preferences), insolvency, fraudulent conveyance,
receivership, reorganization, moratorium and other similar laws or decisions
relating to or affecting debtors’ obligations or creditors’ rights generally
and, as to rights of indemnification and contribution, by principles of public
policy.


 


(b)           Without
limiting the generality of the foregoing, we express no opinion with respect
to:  (1) the availability of
specific performance or other equitable remedies for noncompliance with any of
the provisions contained in the Transaction Documents; (2) the
enforceability of provisions contained in the Transaction Documents relating to
the effect of laws which may be enacted in the future; (3) the
enforceability of provisions in the Transaction Documents purporting to waive
the effect of applicable laws to the extent such waivers are prohibited by such
applicable laws; (4) provisions related to waivers of remedies (or the
delay or omission of enforcement thereof), disclaimers, liability limitations
or limitations on the obligations of the Lenders in circumstances in which a
failure of condition or default by any party is not material; (5) the
indemnification and contribution provisions of the Transaction Documents if and
to the extent that such provisions contravene public policy or might require
indemnification or payments with respect to any litigation against a party to a
Transaction Document determined 


 


7

















 


adversely to the other party(ies) to such litigation,
or any loss, cost or expense arising out of an indemnified party’s bad faith,
gross negligence or willful misconduct or any violation by an indemnified party
of statutory duties, general principles of equity or public policy; (6) provisions
in the Transaction Documents that purport to establish evidentiary standards; (7) provisions
in the Transaction Documents that provide that certain rights or obligations
are absolute or unconditional (other than guarantees or letter of credit
reimbursement obligations); (8) the right of any Lender to set off against
funds held in any account maintained with such Lender by a Loan Party and which
account is designated, or contains funds that the Lender is aware have been set
aside, for special purposes, such as payroll, trust and escrow accounts, or
which funds are subject to special agreement between such Lender and a Loan
Party precluding or limiting rights to set off funds; (9) provisions that
provide for the enforceability of the remaining terms and provisions of the
applicable Transaction Document in circumstances in which certain other terms
and provisions of such Transaction Document are illegal or unenforceable; (10) provisions
that restrict access to or waive legal or equitable remedies or access to
courts; (11) provisions that affect or confer jurisdiction (other than on the
courts of Pennsylvania); (12) provisions that permit the Lender to act in its
sole discretion or to be exculpated from liability for its actions to the
extent not permitted by law; (13) any provision of the Transaction Documents
that may be construed as a forfeiture or penalty; (14) any provision of the
Transaction Documents that purports to provide that the terms thereof may not
be varied or waived except in writing or that the express terms thereof
supersede any inconsistent course of performance and/or usage of the trade; or
(15) the effect of the laws of any jurisdiction (other than Pennsylvania) in
which the Administrative Agent or any Lender is located that limits the
interest, fees or other charges it may impose for the Loans or use of money or
other credit.


 


(c)           No
opinion is rendered as to any federal, state or local laws, rules, or
regulations of (1) antitrust or unfair competition; (2) securities or
“blue sky” laws (except as set forth in paragraphs 6 and 7 above); (3) environmental
matters; (4) tax matters; (5) zoning, subdivision or land use; (6) ERISA
laws, rules and regulations; (7) counties, cities, townships,
municipalities, other special local non-state governmental authorities or
political subdivisions; (8) insurance, banking or financial institutions;
or (9) anti-terrorism laws and regulations.  In addition, no opinion is rendered herein as
to applicability to or effect on any of the matters covered herein of the laws
or regulations that apply specifically to the type of business conducted by any
of the Loan Parties or the regulatory status of any party to the Transaction
Documents.


 


(d)           Our
opinion set forth in clause (a) of paragraph 1 above relating to good
standing and valid existence of any entity is based solely upon our review of
the Good Standing Certificates.


 


(e)           In
giving our opinion set forth in clause (d) of paragraph 4, we express no
opinion with respect to any action, consent, approval, filing or registration
such as may be 


 


8

















 


required as a result of the regulatory status or other
facts or circumstances specifically relating to the Administrative Agent, any
other agent under the Credit Agreement or any Lender.


 


(f)            We
express no opinion as to whether the execution, delivery or performance by the
Loan Parties of any of the Transaction Documents will constitute a violation
of, or a default under, any covenant, restriction or provision with respect to
financial ratios or tests or any aspect of the financial condition or results
of operations of the Company or any of its subsidiaries.


 


We express no opinion as to
the laws of any jurisdiction other than those of the United States of America,
the Commonwealth of Pennsylvania, the Delaware General Corporation Law and the
Delaware Limited Liability Company Act. 
In connection with our opinions relating to the Credit Agreement and the
Transaction Documents, we have assumed that the laws of Arizona and Florida are
identical to the laws of the Commonwealth of Pennsylvania. Without limiting the
foregoing, we express no opinion concerning the laws of any foreign
jurisdiction.


 


This opinion speaks only as
of the date hereof.  We have no
obligation to advise the addressees (or any third party) of any changes in the
law or facts that may occur after the date of this opinion.


 


Our opinions expressed
herein are solely for your benefit and the benefit of your permitted assigns
and participants under the Credit Agreement in connection with the execution
and delivery of the Credit Agreement. 
This opinion may not be relied upon in any manner by any other person
and may not be disclosed, quoted, assigned, circulated or furnished to or filed
with a governmental agency or otherwise referred to without our express written
consent other than to such participants and assigns (it being understood that
this opinion also may be furnished to, but not relied upon by, (a) prospective
Lenders or participants under the Credit Agreement and (b) any regulatory
authority to which a person entitled to rely hereon is subject).


 


	
   

  	
  Very truly yours,

  



 


9

















 


SCHEDULE I


 


Opinion Parties


 


1.                                       West
Pharmaceutical Services Lakewood, Inc. (“WPS Lakewood”)


 


2.                                       West Analytical
Services, LLC (“WAS LLC”)


 


3.                                       West Pharmaceutical
Services of Delaware, Inc. (“WPS Delaware”)


 


4.                                       Tech Group
Grand Rapids, Inc.  (“TGGR”)


 


5.                                       West
Pharmaceutical Services of Florida, Inc. (“WPS Florida”)


 


6.                                       Tech Group
North America, Inc. (“TGNA”)


 


7.                                       (mfg) Tech
Group Puerto Rico, Inc. (“TGPR”)


 

















 


SCHEDULE II


 


Loan Parties


 


1.                                       West
Pharmaceutical Services Group Limited (“WPS Limited”)


 


2.                                       West
Pharmaceutical Services Danmark A/S (“WPS Danmark”)


 


3.                                       West
Pharmaceutical Services Holding GmbH (“WPS GmbH”)


 

















 


SCHEDULE III


 


Transaction Documents


 


1.                                       The Credit
Agreement;


 


2.                                       The Swing Line
Note;


 


3.                                       Revolver Note
in Principal Amount of $32,500,000 to Bank of America, N.A.;


 


4.                                       Revolver Note
in Principal Amount of $32,500,000 to Citizens Bank of Pennsylvania;


 


5.                                       Revolver Note
in Principal Amount of $50,000,000 to PNC Bank, National Association;


 


6.                                       Revolver Note
in Principal Amount of $10,000,000 to Northern Trust Company;


 


7.                                       Revolver Note
in Principal Amount of $22,500,000 to JPMorgan Chase Bank, N.A.;


 


8.                                       Revolver Note
in Principal Amount of $22,500,000 to U.S. Bank, National Association;


 


9.                                       Revolver Note
in Principal Amount of $32,500,000 to Wells Fargo Bank, National Association;


 


10.                                 Revolver Note
in Principal Amount of $22,500,000 to HSBC Bank USA; and


 


11.                                 The Sharing
Agreement.


 

















 


SCHEDULE IV


 


No Conflicts


 


1.
Note Purchase Agreement, dated as of July 28, 2005, by and among West
Pharmaceutical Services, Inc., Allstate Life Insurance Company, Allstate
Insurance Company, Massachusetts Mutual Life Insurance Company; C.M. Life
Insurance Company, Massmutual Asia Limited, General Electric Capital Assurance
Company and United of Omaha Life Insurance Company


 


2.
Multi-Currency Note Purchase and Private Shelf Agreement, dated as of February 27,
2006, by and among West Pharmaceutical Services, Inc., The Prudential
Insurance Company of America, Prudential Retirement Insurance and Annuity
Company, Pruco Life Insurance Company, Pruco Life Insurance Company of New
Jersey, American Skandia Life Assurance Corporation and each Prudential
Affiliate (as defined therein)


 






 












 


EXHIBIT
F


 


FORM OF
SHARING AGREEMENT


 


F
- 1

















 


SHARING AGREEMENT


 


THIS SHARING AGREEMENT, dated as of June 4,
2010, is among (i) the lenders under the Credit Agreement (as defined
below) listed on the signature pages hereof (collectively, the “Original Banks”) and each “Lender” (as defined in the Credit
Agreement) that becomes party to the Credit Agreement after the date hereof and
becomes a party hereto from time to time by executing and delivering a Joinder
Agreement (collectively, with the Original Banks, and together with their
respective successors and assigns, the “Banks”), (ii) PNC
Bank, National Association, as administrative agent for the Banks under the
Credit Agreement referred to below, (iii) the holders of the Senior Notes
issued pursuant to the 2005 Note Purchase Agreement (as defined below) listed
on the signature pages hereof (together with their respective successors
and assigns, the “2005 Noteholders”);
(iv) the holders of the Senior Notes issued pursuant to the 2006 Note
Purchase Agreement (as defined below) listed on the signature pages hereof
(together with their respective successors and assigns, the “2006 Noteholders”) and (v) the holders from time to
time that are qualified institutional buyers (as defined in Rule 144A as
promulgated under the Securities Act of 1933, as amended) (together with their
respective successors and assigns, the “Parity Debtholders”)
of the Company’s Indebtedness for Money Borrowed (as defined below) that is not
Excluded Debt (as defined below) under one or more credit, loan or note
agreements, indentures or other financing instruments with the Company and such
Parity Debtholders (or a trustee or agent or similar Person acting for such
Parity Debtholders) (as such agreements, indentures or instruments shall from
time to time be amended and in effect being herein called the “Parity Debt Agreements”), which Parity Debtholders shall
have become parties hereto in the manner provided in Section 5.4 hereof.


 


1.             PRELIMINARY
STATEMENT


 


1.1.         The 2005
Noteholders have each entered into a Note Purchase Agreement, dated as of July 28,
2005 (as it may be amended, modified, supplemented or restated from time to
time, the “2005 Note Purchase Agreement”),
with West Pharmaceutical Services, Inc. (the “Company”) pursuant to which
the 2005 Noteholders have purchased from the Company (a) its Floating Rate
Series A Senior Notes due July 28, 2012, in the aggregate principal
amount of $50,000,000 and (b) its Floating Rate Series B Senior Notes
due July 28, 2015, in the aggregate principal amount of $25,000,000;


 


1.2.         West
Pharmaceutical Services of Florida, Inc., West Pharmaceutical Services
Lakewood, Inc., West Pharmaceutical Services of Delaware, Inc., West
Analytical Services, LLC (successor to WPS Laboratories, Inc.), Tech Group
North America, Inc., Tech Group Grand Rapids, Inc. and (mfg) Tech
Group Puerto Rico, Inc. (collectively, the “Noteholder Subsidiary
Guarantors”) are parties to a Guaranty Agreement dated as of July 28, 2005
pursuant to which they have guaranteed the Noteholder Obligations under the
2005 Note Purchase Agreement.


 


1.3.         The 2006
Noteholders have each entered into a Note Purchase Agreement, dated as of February 27,
2006 (as it may be amended, modified, supplemented or restated from time to
time, the “2006 Note Purchase Agreement”),
with the Company pursuant to which the 2006 Noteholders have purchased from the
Company (a) its 4.215% Series A Senior Notes due February 27,
2013, in the aggregate principal amount of €20,374,898.13 and (b) its
4.38% Series B Senior Notes due February 27, 2016, in the aggregate
principal amount of €61,124,694.38;


 

















 


1.4.         The Noteholder
Subsidiary Guarantors are parties to a Guaranty Agreement dated as of February 27,
2006 pursuant to which they have guaranteed the Noteholder Obligations under
the 2006 Note Purchase Agreement.


 


1.5.         The Company,
the Noteholder Subsidiary Guarantors (together with the Company, the “Obligors”),
West Pharmaceutical Services Group Limited, West Pharmaceutical Services
Danmark A/S, West Pharmaceutical Services Holding GmbH, the Banks and the Agent
are simultaneously herewith entering into a Credit Agreement, dated as of June 4,
2010 (as it may be amended, restated, modified or otherwise supplemented from
time to time, the “Credit Agreement”), pursuant to which the Banks may make and
provide loans and other financial accommodations to the Company and the other
Borrowers party thereto.


 


1.6.         The parties
hereto wish to define their rights and obligations with respect to each other
such that, after a Notice of Election to Share has been sent and so long as
such Notice remains in effect, any payments by a Subsidiary of the Company
received by any Lender on account of the Noteholder Obligations or the Bank
Obligations shall be shared among all Lenders equally and ratably in accordance
with their respective Sharing Percentages, all as set forth in this Agreement.


 


2.             INTERPRETATION
OF THIS AGREEMENT


 


2.1.         Defined
Terms.


 


As used in this Agreement,
capitalized terms have the respective meanings specified below or set forth in
the section of this Agreement referred to immediately following such term (such
definitions, unless otherwise expressly provided, to be equally applicable to
both the singular and plural forms of the terms defined):


 


Additional Subsidiary
Obligor - means each Subsidiary of the Company (including a
Foreign Subsidiary) that may hereafter become (a) a guarantor of or
obligor on the Noteholder Obligations, (b) either a borrower under the
Credit Agreement or  a guarantor of the
Bank Obligations or (c) a borrower under a Parity Debt Agreement or a
guarantor of Parity Debt Agreement Obligations, it being understood that any
Foreign Subsidiary that is a borrower under the Credit Agreement shall not be
an “Additional Subsidiary Obligor”.


 


Additional Subsidiary
Obligor Joinder Agreement - has the meaning set forth
in Section 3.6 of this Agreement.


 


Agent - has the
meaning given to the term “Administrative Agent” in the Credit Agreement.


 


Agreement, this - means this
Sharing Agreement, as it may be amended, modified, supplemented or restated
from time to time.


 


Bank Joinder and
Assumption Agreement - means a Joinder and Assumption Agreement,
as defined in the Credit Agreement.


 


2

















 


Bank Loan Documents - means the “Loan
Documents”, as defined in the Credit Agreement.


 


Bank Obligations - means,
collectively, without duplication (a) all amounts owing by the Company and
its Subsidiaries to the Banks (including the Issuing Bank) and the Agent,
pursuant to the terms of the Credit Agreement and the other Bank Loan Documents
in respect of principal, interest, reimbursement obligations, fees (including
facility and agent fees) and expenses (including breakage costs and loans under
the Swing Line Commitment) plus (b) the aggregate undrawn amount of
all unexpired Letters of Credit.


 


Banks - has the
meaning set forth in the first paragraph of this Agreement.


 


Commitments - has the
meaning set forth in the Credit Agreement.


 


Company - has the
meaning set forth in Section 1.1 of this Agreement.


 


Credit Agreement - has the
meaning set forth in Section 1.5 of this Agreement.


 


Distribution Agent - has the
meaning set forth in Section 3.3(a) of this Agreement.


 


Event of Default - means an “Event
of Default,” as defined in either the 2005 Note Purchase Agreement, the 2006
Note Purchase Agreement, the Credit Agreement or any Parity Debt Agreement, as
the case may be.


 


Excluded Debt - means
indebtedness owed to a trade creditor, intercompany indebtedness, indebtedness
which by its terms is subordinated to all or a portion of the Obligations or
other senior debt and indebtedness the creation of which violates the Credit
Agreement, the 2005 Note Purchase Agreement, the 2006 Note Purchase Agreement
or any Parity Debt Agreement.


 


Foreign Subsidiaries - means any
Subsidiary organized under the laws of a jurisdiction other than the United
States of America or one its states or the District of Columbia.


 


Indebtedness for Money
Borrowed - means, with respect to any Person, without
duplication, all money borrowed by such Person and indebtedness represented by
notes payable by such Person and drafts accepted representing extensions of
credit to such Person, all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments or guaranties of similar
obligations of others, all indebtedness of such Person upon which interest
charges are customarily paid, and all indebtedness of such Person issued or
assumed as full or partial payment for property or services, whether or not any
such notes, drafts, obligations, or indebtedness represent indebtedness for
money borrowed.


 


Issuing Bank - has the
meaning given to the term “Issuing Lender” in the Credit Agreement.


 


3

















 


Lender Joinder Agreement - has the
meaning set forth in Section 5.4(a) of this Agreement.


 


Lenders - means,
collectively, the Banks, the Noteholders and the Parity Debtholders.


 


Letter of Credit - has the
meaning set forth in the Credit Agreement.


 


Letter of Credit
Obligations - has the meaning set forth in the Credit
Agreement.


 


Non-Defaulting Banks - Banks other
than Defaulting Lenders (as such term is defined in the Credit Agreement).


 


Noteholder Guaranty
Agreement - means a Guaranty Agreement by a Subsidiary
Obligor or an Additional Subsidiary Obligor in favor of the Noteholders,
substantially in the form of (a) with respect to the 2005 Noteholders, the
Guaranty Agreement, dated as of July 28, 2005, in favor of the 2005 Noteholders
and (b) with respect to the 2006 Noteholders, the Guaranty Agreement,
dated as of February 27, 2006, in favor of the 2006 Noteholders.


 


Noteholder Obligations - means,
collectively, without duplication, all amounts owing by the Company and its Subsidiaries
to (a) the 2005 Noteholders, pursuant to the terms of the 2005 Note
Purchase Agreement and the other documents, agreements and instruments executed
in connection therewith (including any related notes), in respect of principal,
interest, Prepayment Premium and LIBOR Breakage Amount (as each such term is
defined in the 2005 Note Purchase Agreement), fees and expenses, and (b) the
2006 Noteholders, pursuant to the terms of the 2006 Note Purchase Agreement and
the other documents, agreements and instruments executed in connection
therewith (including any related notes), in respect of principal, interest,
Make-Whole Amount (as each such term is defined in the 2006 Note Purchase
Agreement), fees and expenses.


 


Noteholder Subsidiary
Guarantor - has the meaning set forth in Section 1.2 of
this Agreement.


 


Noteholders - means,
collectively, the 2005 Noteholders and the 2006 Noteholders.


 


Notice of Election to
Share - a Notice in substantially the form of Exhibit A
attached hereto, executed and delivered by the Requisite 2005 Noteholders,
the Requisite 2006 Noteholders, the Requisite Banks or the Requisite Parity
Debtholders, as the case may be, pursuant to Section 3.1 hereof, which
Notice shall invoke the sharing provisions provided for herein.


 


Notice of Shared Payment - means a
written notification given by or on behalf of any Lender stating that such
Lender has received a Shared Payment.


 


Obligations - means,
collectively, the Bank Obligations, the Noteholder Obligations and the Parity
Debt Agreement Obligations.


 


4

















 


Obligors - has the
meaning set forth in Section 1.5 of this Agreement.


 


Original Banks - has the
meaning set forth in the first paragraph of this Agreement.


 


Parity Debt Agreements - has the
meaning set forth in the first paragraph of this Agreement.


 


Parity Debtholders - has the
meaning set forth in the first paragraph of this Agreement.


 


Parity Debt Agreement
Obligations - means as to any particular Parity Debt Agreement,
all payment obligations of the Company and all its Subsidiaries to the Parity
Debtholders under such Parity Debt Agreement and the documents, agreements
and/or instruments executed in connection therewith in respect of principal,
interest, reimbursement obligations, premiums, breakage, make-whole payments,
fees and expenses with respect to such Parity Debt Agreement Obligations.


 


Person - means an
individual, partnership, corporation (including a business trust), limited
liability company or partnership, joint stock company, trust, unincorporated
association, joint venture, governmental agency or other authority.


 


Receiving Lender - has the
meaning set forth in Section 3.2 of this Agreement.


 


Requisite Banks - means, at
any time, Non-Defaulting Banks holding (a) 51% of the Commitments (other
than the Swing Line Commitment) of all Non-Defaulting Banks or (b) in the
event the Commitments shall have expired or been terminated, 51% of the Total
Exposure of all Non-Defaulting Banks; provided that at any time that there are
only two Non-Defaulting Banks, Requisite Banks shall mean both such Banks.


 


Requisite Lenders - means
the  Requisite Banks, the Requisite 2005
Noteholders, the Requisite 2006 Noteholders and the Requisite Parity
Debtholders under each Parity Debt Agreement.


 


Requisite Parity
Debtholders - means the holder or holders of at least the
minimum percentage of the aggregate principal amount of the Parity Debt
Agreement Obligations outstanding under any Parity Debt Agreement necessary to
permit such holders to cause such principal to become due and payable prior to
its scheduled maturity date, exclusive of any such Parity Debtholder Agreement
Obligations then owned by any one or more of the Obligors, any Subsidiary of
any Obligor (including, without limitation, any Additional Subsidiary Obligor)
or any affiliate of any Obligor (including, without limitation, all
Subsidiaries that are not Obligors).


 


Requisite 2005 Noteholders - means the
holder or holders of at least a majority of the aggregate principal amount of
the Noteholder Obligations owing to the 2005 Noteholders from time to time
outstanding, exclusive of Noteholder Obligations owing to the 2005 Noteholders
then owned by any one or more of the Obligors, any Subsidiary of any Obligor
(including, without limitation, any Additional Subsidiary Obligor) or any 


 


5

















 


affiliate of any Obligor
(including, without limitation, all Subsidiaries that are not Obligors).


 


Requisite 2006 Noteholders - means the
holder or holders of at least a majority of the aggregate principal amount of
the Noteholder Obligations owing to the 2006 Noteholders from time to time
outstanding, exclusive of Noteholder Obligations owing to the 2006 Noteholders
then owned by any one or more of the Obligors, any Subsidiary of any Obligor
(including, without limitation, any Additional Subsidiary Obligor) or any
affiliate of any Obligor (including, without limitation, all Subsidiaries that
are not Obligors).


 


Reserve Account - has the
meaning set forth in Section 3.2(a) of this Agreement.


 


Shared Payment - has the
meaning set forth in Section 3.2(a) of this Agreement.


 


Sharing Percentage - means, with
respect to any Lender, the percentage equal to (a) the sum of (i) the
principal amount of the Obligations owed to such Lender plus (ii) with
respect to any Bank, its pro  rata share of the Letter of Credit
Obligations determined in accordance with the Credit Agreement divided by (b) the
sum of (i) the principal amount of the Obligations owed to all Lenders plus
(ii) the aggregate amount of the Letter of Credit Obligations.


 


Subsidiary - means, as to
any Person, a corporation, partnership or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in
this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.


 


Subsidiary Obligor - means an
Obligor other than the Company.


 


Swing Line Commitment - has the
meaning set forth in the Credit Agreement.


 


Total Exposure - has the
meaning set forth in the Credit Agreement.


 


2005 Noteholders - has the
meaning set forth in the first paragraph of this Agreement.


 


2005 Note Purchase
Agreement - has the meaning set forth in Section 1.1 of
this Agreement.


 


2006 Noteholders - has the
meaning set forth in the first paragraph of this Agreement.


 


6

















 


2006 Note Purchase
Agreement - has the meaning set forth in Section 1.3 of
this Agreement.


 


2.2.         Certain Other
Terms.


 


The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement. Section references are to this Agreement unless otherwise
specified. All terms defined in this Agreement in the singular shall have
comparable meanings when used in the plural, and vice versa, unless otherwise
specified.


 


3.             PAYMENTS,
ETC.; CONSENTS AND JOINDERS


 


3.1.         Notice
of Election to Share; Receipt of Shared Payment.


 


(a)           Upon and during the continuance of an
Event of Default under the Credit Agreement, the Requisite Banks may invoke the
sharing provisions hereof by having the Agent send to the Lenders (other than
the Banks) a Notice of Election to Share signed by the Agent on behalf of the
Requisite Banks.


 


(b)           Upon and during the continuance of an
Event of Default under the 2005 Note Purchase Agreement, the Requisite 2005
Noteholders may invoke the sharing provisions hereof by sending to the Agent
and the other Lenders (other than the Banks) a Notice of Election to Share
signed by the Requisite 2005 Noteholders. The Agent shall promptly upon receipt
send any such notice to the Banks.


 


(c)           Upon and during the continuance of an
Event of Default under the 2006 Note Purchase Agreement, the Requisite 2006
Noteholders may invoke the sharing provisions hereof by sending to the Agent
and the other Lenders (other than the Banks) a Notice of Election to Share
signed by the Requisite 2006 Noteholders. The Agent shall promptly upon receipt
send any such notice to the Banks.


 


(d)           Upon and during the continuance of an
Event of Default under any Parity Debt Agreement, the Requisite Parity
Debtholders may invoke the sharing provisions hereof by sending to the Agent
and the other Lenders (other than the Banks) a Notice of Election to Share
signed by the Requisite Parity Debtholders. The Agent shall promptly upon
receipt send any such notice to the Banks.


 


(e)           A Notice of Election to Share shall
be sent by a Lender or the Agent, as the case may be, by overnight courier for
receipt the next business day.


 


(f)            Once a Notice of Election to Share
has been sent pursuant to paragraph (a), (b), (c) or (d) above, as
the case may be, such Notice shall remain in effect until the Requisite Lenders
shall agree otherwise in writing, notwithstanding that the Event of Default
triggering the sending of such Notice may be waived or that the Person(s) sending
such Notice shall seek to revoke such Notice.


 


7

















 


(g)           On and after the date that a Lender
(other than a Bank) shall send or receive a Notice of Election to Share in accordance
with the provisions hereof, such Lender shall give a Notice of Shared Payment
to each other Lender (other than a Bank) and the Agent promptly upon obtaining
actual knowledge of the receipt by such Lender of a Shared Payment. The Agent
shall promptly upon receipt send any such notice to the Banks. On and after the
date that the Agent shall receive or send a Notice of Election to Share in
accordance with the provisions hereof, the Agent shall give a Notice of Shared
Payment to each Lender promptly upon obtaining actual knowledge of the receipt
by the Agent or any Bank of a Shared Payment.


 


3.2.         Sharing
of Payments.


 


(a)           Each Lender (a “Receiving Lender”) agrees that on and after
the delivery by such Lender (or in the case of the Banks, by the Agent) of a
Notice of Election to Share or its (or, in the case of the Banks, the Agent’s)
receipt of a Notice of Election to Share, in each case in accordance with the
provisions hereof, and so long as such Notice has not been terminated pursuant
to Section 3.1(f) hereof, any payment of any kind (including, without
limitation, any payment resulting from a set-off of a deposit account, any
offset or any payment or distribution made in the context of any insolvency or
reorganization proceeding) thereafter received by it on account of the
Obligations (such payment, a “Shared Payment”)
from or on behalf of any Subsidiary of the Company is to be distributed to each
Lender equally and ratably in accordance with the respective Sharing Percentage
of each Lender without discrimination or preference. Notwithstanding the
foregoing, to the extent that any amounts available for distribution pursuant
to this Section 3.2 are attributable to the Bank Obligations that relate
to undrawn amounts under Letters of Credit, such amounts shall be held in a
reserve or other account unavailable to the Company or any Subsidiary thereof
(the “Reserve Account”) to be
established by the Agent. Amounts in the Reserve Account shall be used from
time to time to pay the applicable Bank Obligations in respect of the Letters
of Credit as they become due. Any amounts remaining in the Reserve Account
following the expiration or satisfaction in full of the Bank Obligations in
respect of the Letters of Credit for which such sums were held in reserve shall
be applied against any Obligations remaining unpaid in accordance with this Section 3.2.
Prior to the appointment of the Distribution Agent, as set forth in Section 3.3(a) hereof,
each Receiving Lender shall hold all Shared Payments received by it in trust for
the benefit of all Lenders.


 


For the avoidance of doubt,
the parties hereto agree that any payments made by the Company in respect of
the Obligations shall not be subject to sharing pursuant to this Agreement.


 


(b)           Each Obligor and Additional Subsidiary
Obligor hereby grants to the Agent a lien on and security interest in the
Reserve Account and all funds or other assets contained therein or credited
thereto to secure first, the Letter of Credit Obligations and then all other
Obligations.


 


3.3.         Distribution
Agent.


 


(a)           Appointment.  Each Lender agrees that upon the sending of a
Notice of Election to Share in accordance with and pursuant to Section 3.1
hereof, the Requisite Lenders shall in good faith promptly seek to appoint an
agent (the “Distribution Agent”)
to distribute 


 


8

















 


Shared Payments to the
Lenders. If no Distribution Agent shall have been appointed by the Requisite
Lenders and accepted appointment in the manner hereinafter provided within 30
days after the sending of such Notice of Election to Share, any Lender may
petition any court of competent jurisdiction in New York City for the
appointment of the Distribution Agent.


 


(b)           Acceptance
of Appointment. The Distribution Agent appointed hereunder shall
execute, acknowledge and deliver to each Lender an instrument accepting such
appointment and agreeing to be bound by the terms of this Agreement.


 


(c)           Remittance
and Distribution. Upon the appointment of the Distribution Agent,
each Receiving Lender shall remit any Shared Payment received by it to the
Distribution Agent for distribution in accordance with Section 3.2 hereof.
Upon receipt of any Shared Payment, the Distribution Agent shall calculate the
amount of such Shared Payment distributable to each Lender pursuant to Section 3.2
hereof as of the date the Receiving Lender received such Shared Payment and
remit such amount to each Lender, accompanied by computations in reasonable
detail showing the manner of calculation of the amounts distributable to each
Lender pursuant to Section 3.2 hereof.


 


3.4.         Invalidated
Payments.


 


If any amount distributed by
the Distribution Agent to the Lenders in accordance with the provisions of this
Agreement is subsequently required to be returned or repaid to any Subsidiary
of the Company or their representatives or successors in interest, whether by
court order, settlement or otherwise, each Lender shall, promptly upon its
receipt of notice thereof (together with information explaining why such amount
is required to be returned or repaid) from the Distribution Agent, pay to the
Distribution Agent the pro rata portion received by it of such amount (without
interest) for payment to the appropriate Lender or Subsidiary of the Company or
its representatives or successors in interest, as the case may be. If any such
amounts are subsequently recovered by any Lender from any Subsidiary of the
Company or its representatives or successors in interest, such Lender shall
remit such amounts to the Distribution Agent and the Distribution Agent shall
redistribute such amounts to the Lenders on the same basis as such amounts were
originally distributed. The obligations of the Lenders and the Distribution
Agent under this Section 3.4 shall survive the repayment of the
Obligations and termination of the Bank Loan Documents, the 2005 Note Purchase
Agreement, the 2006 Note Purchase Agreement and any Parity Debt Agreement and
related documents.


 


3.5.         Receiving
Lender to be Subrogated to Rights of Other Lenders.


 


Any Receiving Lender that
has remitted any portion of a Shared Payment received by it to the Distribution
Agent as provided in Section 3.3(c) shall, to the extent of such
remittance distributable to the other Lenders, be subrogated to the rights of
each of such other Lenders to receive payments applicable to the Obligations
owed to such other Lenders, until all Obligations owed to such Receiving Lender
shall be paid in full, and for purposes of such subrogation, no such payment
received by such other Lenders shall, as between the Company and the
Subsidiaries of the Company or any of them, and their respective creditors
other than the holders of any Obligations, be deemed to be a payment to such
other Lenders or on account of 


 


9

















 


their
Obligations, it being understood that the provisions of this Section 3.5
are, and are intended, solely for the purpose of defining the relative rights
of the holders of the Obligations.


 


3.6.         Consents


 


Each of the Lenders hereby
consents to (a) any Subsidiary of the Company (including a Foreign
Subsidiary) becoming a borrower under the Credit Agreement or (b) any
Subsidiary of the Company (including a Foreign Subsidiary) becoming a guarantor
of any of the Obligations, provided that each such Subsidiary (except for a
Foreign Subsidiary that has become a borrower under the Credit Agreement) shall
already be a party to this Agreement or 
shall execute and deliver to the other Lenders simultaneously therewith (x) in
the case of the Noteholder Obligations, a Noteholder Guaranty Agreement in
favor of the 2005 Noteholders and the 2006 Noteholders, (y) in the case of
the Bank Obligations, a Bank Joinder and Assumption Agreement and (z) in
the case of Parity Debt Agreement Obligations, a guaranty in form and substance
reasonably satisfactory to the Requisite Parity Debtholders under each Parity
Debt Agreement. Each of the Lenders agrees for the benefit of the Company and
its Subsidiaries that, subject to the foregoing, such Subsidiaries becoming
obligors on or guarantors of the Obligations will not create an Event of
Default under the Credit Agreement, the 2005 Note Purchase Agreement, the 2006
Note Purchase Agreement or any Parity Debt Agreement and that any such
Subsidiaries will be deemed to be “Obligors” under the 2005 Note Purchase
Agreement and the 2006 Note Purchase Agreement for purposes of determining
compliance with the covenants therein. Any such Subsidiary of the Company
(except for a Foreign Subsidiary that has become a borrower under the Credit
Agreement) shall, simultaneously with becoming obligated as set forth above,
execute and deliver to the Agent and the Lenders an Additional Subsidiary
Obligor Joinder Agreement in the form attached hereto as Exhibit B
(as amended, supplemented, restated or otherwise modified, an “Additional Subsidiary Obligor Joinder Agreement”).


 


4.             DISTRIBUTION
AGENT


 


4.1.         Distributions
and Consents.


 


In making the distributions
to the Lenders provided for in Section 3 hereof, the Distribution Agent
may rely upon information available to it or supplied by each Lender to it with
respect to the amount and composition (i.e., as to principal and other
amounts) of the Obligations owing to each Lender, and the Distribution Agent
shall have no liability to any Lender for actions taken in reliance on such
information in the absence of its gross negligence or willful misconduct. Each
of the Lenders hereby agrees, on two business days’ telephonic, telegraphic,
telexed, overnight courier or similar notice from the Distribution Agent, to
confirm to the Distribution Agent in writing, including by telecopy of a signed
confirmation or by telex, the outstanding balance of the Obligations, if any
(and, if requested by the Distribution Agent, itemized as to principal,
reimbursement obligations, interest, fees, premiums and other amounts, if any),
owing to such Lender as of the date or dates specified in such notice.


 


4.2.         Appointment,
Powers of Distribution Agent.


 


Each of the Lenders, by its
entering into this Agreement, hereby appoints and authorizes the Distribution
Agent to act as its agent hereunder with such powers as are


 


10






 


 












 


specifically
delegated to the Distribution Agent by the terms of this Agreement, together
with such powers as are reasonably incidental thereto. The Distribution Agent
shall not have a fiduciary relationship in respect of any Lender by reason of
this Agreement.


 


4.3.         Liability.


 


The Distribution Agent shall
have no duties to the Lenders under this Agreement except those expressly set
forth herein. Neither the Distribution Agent nor any of its officers,
directors, employees or agents shall be liable to any Lender for any action
taken or omitted by it or them hereunder or in connection herewith, unless
caused by its or their gross negligence or willful misconduct.


 


4.4.         Resignation or Removal of Distribution Agent.


 


The Distribution Agent may
resign and be discharged of its duties hereunder by giving written notice
thereof to all holders of the Obligations then outstanding. Such resignation
shall take effect at such time as a successor distribution agent shall have
been appointed or, if no successor is appointed before then, upon ninety (90)
days prior written notice to each Lender. The Distribution Agent may be removed
at any time with or without cause by the Requisite Lenders. Upon any such
resignation or removal, the Requisite Lenders shall have the right to appoint a
successor distribution agent. Upon the acceptance of any appointment as
distribution agent hereunder by a successor distribution agent, such successor
distribution agent shall thereupon succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring Distribution Agent. After
any retiring Distribution Agent’s resignation or removal hereunder as
Distribution Agent, the provisions of this Section 4 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as the Distribution Agent.


 


4.5.         Employment of Agents and Counsel.


 


The Distribution Agent may
execute any of its duties as Distribution Agent hereunder by or through
employees, agents and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Distribution Agent shall be entitled
to advice of counsel concerning all matters pertaining to the agency hereby
created and its duties hereunder.


 


4.6.         Reliance on Documents; Counsel.


 


The Distribution Agent shall
be entitled to rely upon any notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper Person or Persons, and, with
respect to legal matters, upon the opinion or advice of counsel selected by the
Distribution Agent, which counsel may be employees of the Distribution Agent.


 


11

















 


4.7.         Distribution Agent’s Reimbursement and Indemnification.


 


(a)           The Obligors
and the Additional Subsidiary Obligors, jointly and severally, shall reimburse
and indemnify the Distribution Agent for expenses incurred by the Distribution
Agent on behalf of the Lenders, in connection with the execution, delivery,
administration and enforcement of this Agreement and for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Distribution Agent in any way
relating to or arising out of this Agreement or any other document delivered in
connection herewith or the transactions contemplated hereby, or the enforcement
of any of the terms hereof, provided that
the Obligors and the Additional Subsidiary Obligors shall not be liable for any
of the foregoing to the extent they arise from the gross negligence or willful
misconduct of the Distribution Agent. The obligations of the Obligors and the
Additional Subsidiary Obligors under this Section 4.7 shall survive
payment of the Obligations and termination of this Agreement.


 


(b)           Without
limiting the obligations of the Obligors and the Additional Subsidiary
Obligors, the Lenders severally agree to, in accordance with their respective
Sharing Percentages (determined as of the date of delivery of the relevant
request for reimbursement or indemnification), reimburse and indemnify the
Distribution Agent for expenses incurred by the Distribution Agent on behalf of
the Lenders, in connection with the execution, delivery, administration and
enforcement of this Agreement and for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Distribution Agent in any way relating to or arising out
of this Agreement or any other document delivered in connection herewith or the
transactions contemplated hereby, or the enforcement of any of the terms
hereof, provided that the Lenders shall not be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Distribution Agent. The obligations of
the Lenders under this Section 4.7 shall survive payment of the
Obligations and termination of this Agreement.


 


4.8.         Rights as Lender.


 


In the event the
Distribution Agent, in its individual capacity, is a Lender, the Distribution
Agent shall have the same rights and powers hereunder in such capacity as any
Lender and may exercise the same as though it were not the Distribution Agent,
and the term “Lender” or “Lenders” shall, at any time when the Distribution
Agent is a Lender, unless the context otherwise indicates, include the
Distribution Agent in its individual capacity. The Distribution Agent in its
individual capacity may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement, with the Company and its Subsidiaries.
The Distribution Agent, in its individual capacity, is not obligated to be a
Lender.


 


12

















 


5.             MISCELLANEOUS


 


5.1.         Governing Law.


 


THIS AGREEMENT SHALL BE
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


 


5.2.         Lender Credit Decision.


 


Each Lender acknowledges
that it has, independently and without reliance upon any other Lender and based
on the financial statements prepared by the Company and its Subsidiaries and
such other 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 any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement.


 


5.3.         Counterparts; Facsimile or PDF Signatures.


 


This Agreement may be
executed in several counterparts, each of which shall be deemed an original but
all of which shall constitute one agreement, and shall constitute a binding
agreement when executed by each of the parties hereto. Any signature delivered
by a party by facsimile or e-mail transmission of a PDF shall be deemed to be
an original signature hereto.


 


5.4.         Successors and Assigns; Additional Lenders.


 


(a)           This Agreement
shall be binding upon and inure to the benefit of the successors and assigns of
the parties hereto including any assignees of the Obligations. Each Lender
agrees that it will not assign any of the Obligations unless the assignee
agrees to become a party to and be bound by this Sharing Agreement by executing
a Lender Joinder Agreement in the form attached hereto as Exhibit C
(the “Lender Joinder Agreement”), provided that the failure of any Lender to obtain such
acknowledgment shall not affect the effectiveness of the immediately preceding
sentence.


 


(b)           Contemporaneously
with any Proposed New Lender (as defined in the Credit Agreement as in effect on
the date hereof) becoming a Bank under the Credit Agreement after the date
hereof, the Agent shall seek to cause such Person to execute and deliver to
each other Lender a Lender Joinder Agreement.


 


(c)           Any Parity
Debtholder may, with the prior written consent of the Agent, the Requisite 2005
Noteholders and the Requisite 2006 Noteholders (such consent not to be
unreasonably withheld and shall be deemed to have been given unless the Agent,
the Requisite 2005 Noteholders or the Requisite 2006 Noteholders, shall have
notified the Lenders to the contrary within ten (10) business days of receipt
of the request for such consent), become a party hereto and be subject to all
the provisions hereof and entitled to the benefits hereof if such Parity
Debtholder shall execute and deliver to each other Lender a Lender Joinder
Agreement.


 


13

















 


5.5.         Amendments.


 


This Agreement may be
amended only in writing executed by the Requisite Lenders.


 


5.6.         Termination.


 


The parties acknowledge that
the Amended and Restated Sharing Agreement dated as of July 28, 2005 among
some or all of the parties hereto and certain other parties is terminated.  This Agreement (except for Section 3.4
and Section 4.7) shall terminate upon the payment in full of all
Obligations.


 


5.7.         Cooperation.


 


Each party hereto agrees to
cooperate fully with the other parties hereto, in the exercise of its
reasonable judgment, to the end that the terms and provisions of this Agreement
may be promptly and fully carried out. Each party hereto also agrees, from time
to time, to execute and deliver any and all other agreements, documents or
instruments and to take such other actions, all as may be reasonably necessary
or desirable to effectuate the terms, provisions and the intent of this
Agreement.


 


5.8.         No Waiver.


 


No failure or delay on the
part of any Lender in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder.


 


5.9.         Notices.


 


All written communications
provided for hereunder shall be sent by first class mail or nationwide
overnight delivery service, with charges prepaid (provided
that any Notice of Election to Share or Notice of Shared Payment or copy
thereof to be sent by the Agent or a Lender, as the case may be, shall be sent
by nationwide overnight delivery service) and (i) if to any Lender (other
than a Bank), addressed to such Lender at the address specified in Annex 1
hereto or in a Lender Joinder Agreement, or at such other address as such
Lender shall have specified to the other Lenders and the Agent in writing, (ii) if
to any Bank or the Agent, addressed to the Agent (and the Agent shall, after
receipt, forward each such communication to each Bank) at the address specified
in Annex 1 hereto, or at such other address as the Agent shall have specified
to the Lenders (other than the Banks) and (iii) if to the Distribution
Agent, addressed to the Distribution Agent at such address as the Distribution
Agent shall have specified to each Lender and the Agent in writing.


 


14

















 


5.10.       Third Party Beneficiaries.


 


Other than the Lenders, the
Agent, the Distribution Agent and their respective successors and assigns, no
Person, including, without limitation, the Additional Subsidiary Obligors and
the Obligors (except to the extent explicitly set forth on the Obligors’
signature page hereto with respect to an amendment to Section 4.7
hereof), shall have any rights under this Agreement.


 


[Remainder
of page intentionally blank. Next page is signature page.]


 


15

















 


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


 


	
   

  	
  Banks:

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as a Bank
  and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Denise D. Killen

  
	
   

  	
  Title: Senior Vice
  President

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  BANK OF AMERICA, N.A., as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title: 

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  CITIZENS BANK OF PENNSYLVANIA, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  HSBC BANK USA, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  



 


[Signature
Page to Sharing Agreement]


 






 












 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Jennifer Hwang

  
	
   

  	
  Title: Vice President

  



 


[Signature Page to Sharing Agreement]


 

















 


	
   

  	
  NORTHERN TRUST COMPANY, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  2005 Noteholders

  
	
   

  	
   

  
	
   

  	
  ALLSTATE LIFE INSURANCE COMPANY, as a
  Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Authorized Signatories

  
				



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  ALLSTATE INSURANCE COMPANY, as a
  Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Signatories

  
				



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Noteholder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Babson Capital Management LLC,

  
	
   

  	
   

  	
  as Investment Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  C.M. LIFE INSURANCE COMPANY, as a
  Noteholder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Babson Capital Management LLC,

  
	
   

  	
   

  	
  as Investment Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  MASSMUTUAL ASIA LIMITED, as a Noteholder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Babson Capital Management LLC,

  
	
   

  	
   

  	
  as Investment Sub-Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  GENWORTH LIFE INSURANCE COMPANY, as a
  Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Investment Officer

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  UNITED OF OMAHA LIFE INSURANCE COMPANY, as a
  Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Justin P. Kavan

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  



 


[Signature
Page to Sharing Agreement]


 
















 


	
   

  	
  2006 Noteholders

  
	
   

  	
   

  
	
   

  	
  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY
  COMPANY, as a  Noteholder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc., as investment manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Vice President 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRUCO LIFE INSURANCE COMPANY, as a
  Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   PRUCO
  LIFE INSURANCE COMPANY OF NEW JERSEY, as a Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Assistant Vice
  President

  
					



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION (formerly
  known as American Skandia Life Assurance Corporation), as a Noteholder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc., as investment manager,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Signature
Page to Sharing Agreement]


 

















 


The Obligors and any Additional Subsidiary Obligor that executes an
Additional Subsidiary Obligor Joinder Agreement agree to perform their
obligations under Section 3.6 and Section 4.7 and acknowledge that no
consent or other action by them is necessary for any action to be taken under,
or for any amendment of, this Sharing Agreement, including, without limitation,
the appointment of the Distribution Agent or a successor distribution agent,
except that their consent shall be necessary for any amendment to Section 4.7.  The Obligors and any Additional Subsidiary
Obligor that executes a counterpart hereof hereby grant to the Agent a security
interest in and lien upon the Reserve Account and all funds or other assets
contained therein or credited thereto as security for (a) first, the
Letter of Credit Obligations and (b) second, all other Obligations.


 


	
   

  	
  WEST PHARMACEUTICAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST PHARMACEUTICAL SERVICES OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST PHARMACEUTICAL SERVICES LAKEWOOD, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST PHARMACEUTICAL SERVICES OF DELAWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Signature
Page to Sharing Agreement]


 

















 


	
   

  	
  WEST ANALYTICAL SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  TECH GROUP NORTH AMERICA, INC.

  TECH GROUP GRAND RAPIDS, INC.

  (MFG) TECH GROUP PUERTO RICO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Signature
Page to Sharing Agreement]


 

















 


Annex 1


 


Addresses of the Noteholders
and the Agent


 


NOTEHOLDERS:


 


Allstate Life Insurance Company


c/o Allstate Investments LLC


Private Placements Department


3075 Sanders Road, STE-G3A


Northbrook, IL  60062-7127


Tel: 847-402-7117


Fax: 847-402-3092


Email:  PrivateCompliance@allstate.com


 


Allstate Insurance Company


c/o Allstate Investments LLC


Private Placements Department


3075 Sanders Road, STE-G3A


Northbrook, IL  60062-7127


Tel: 847-402-7117


Fax: 847-402-3092


Email: PrivateCompliance@allstate.com


 


Massachusetts Mutual Life Insurance Company


c/o Babson Capital Management LLC


1500 Main Street, Suite 2200


Springfield, MA  01115


Attn: Securities Investment
Division


 


C.M. Life Insurance Company


c/o Babson Capital Management LLC


1500 Main Street, Suite 2200


Springfield, MA  01115


Attn: Securities Investment
Division


 


MassMutual Asia Limited


c/o Babson Capital Management LLC


1500 Main Street, Suite 2200


Springfield, MA  01115


Attn: Securities Investment
Division


 


United of Omaha Life Insurance Company


4 - Investment Loan Administration


Mutual of Omaha Plaza


Omaha, NE  68175-1011


 


 Annex 1-1  

















 


Genworth Life Insurance Company


c/o Genworth Financial, Inc.


3001 Summer Street, 1st Floor


Stamford, CT 06905


Attn:  Investment Trade
Operations Manager


Tel: 203-708-3368


Fax: 203-708-3444


Email: GNWInvestmentsoperations@genworth.com


 


The Prudential Insurance Company of America


c/o Prudential Capital Group


1114 Avenue of the Americas - 30th Floor


New York, NY  10036


Attn: Managing Director


 


 Annex 1-2  

















 


With a copy to:


 


The Prudential Insurance Company of America


c/o Investment Operations Group


Gateway Center Two, 10th Floor


100 Mulberry Street


Newark, NJ  07102-4077


Attn: Manager, Billings and
Collections


 


Prudential Retirement Insurance and Annuity Company


c/o Prudential Capital Group


1114 Avenue of the Americas - 30th Floor


New York, NY  10036


Attn: Managing Director


 


With a copy to:


 


Prudential Retirement Insurance and Annuity Company


c/o Prudential Investment Management, Inc.


Private Placement Trade Management


PRIAC Administration


Gateway Center Four, 7th Floor


100 Mulberry Street


Newark, NJ  07102


 


Pruco Life Insurance Company


c/o Prudential Capital Group


1114 Avenue of the Americas - 30th Floor


New York, NY  10036


Attn: Managing Director


 


With a copy to:


 


Pruco Life Insurance Company


c/o The Prudential Insurance Company of America


c/o Investment Operations Group


Gateway Center Two, 10th Floor


100 Mulberry Street


Newark, NJ  07102-4077


Attn: Manager, Billings and
Collections


 


Pruco Life Insurance Company of New Jersey


c/o Prudential Capital Group


1114 Avenue of the Americas - 30th Floor


New York, NY  10036


Attn: Managing Director


 


 Annex 1-3  

















 


With a copy to:


 


Pruco Life Insurance Company of New Jersey


c/o The Prudential Insurance Company of America


c/o Investment Operations Group


Gateway Center Two, 10th Floor


100 Mulberry Street


Newark, NJ  07102-4077


Attn: Manager, Billings and
Collections


 


Prudential Annuities Life Assurance Corporation


c/o The Prudential Insurance Company of America


c/o Prudential Capital Group


1114 Avenue of the Americas - 30th Floor


New York, NY  10036


Attn: Managing Director


 


With a copy to:


 


Prudential Annuities  Life Assurance
Corporation


c/o The Prudential Insurance Company of America


c/o Investment Operations Group


Gateway Center Two, 10th Floor


100 Mulberry Street


Newark, NJ  07102-4077


Attn: Manager, Billings and Collections


 


AGENT:


 


PNC Bank, National Association


1600 Market Street, 21st Floor


Philadelphia, PA  19103


Attention: Denise D.  Killen


Tel: (215) 585-5348


Fax: (215) 585-6987


 


With a copy to:


 


Richard Perelman, Esquire


Ballard Spahr LLP


1735 Market Street, 51st Floor


Philadelphia, PA 19103-7599


Tel: (215) 864-8118


Fax: (215) 864-8999


 


 Annex 1-4  

















 


EXHIBIT
A


 


Form of Notice of
Election to Share


 


[DATE]


 


Re:                               West Pharmaceutical Sharing
Agreement/Notice of Election to Share


 


Dear Sir or Madam:


 


Reference is hereby made to
the Sharing Agreement, dated as of June 4, 2010, among the holders of the
Bank Obligations party thereto, the holders of Noteholder Obligations party
thereto, the holders of Parity Debt Agreement Obligations, if any, party
thereto, and PNC Bank, National Association, as Agent (as heretofore amended,
modified, supplemented or restated from time to time, the “Sharing Agreement”).
Unless otherwise defined herein, terms defined in the Sharing Agreement are
used herein as therein defined.


 


An Event of Default has
occurred under the [Credit Agreement] [2005 Note Purchase Agreement] [2006 Note
Purchase Agreement]
[[                          ],
which is a Parity Debt Agreement] by reason of [explain cause of Event of
Default and sections of the relevant agreement which have been violated]. In
addition, other Events of Default may exist. In accordance with the Sharing
Agreement, this Notice of Election to Share is hereby being sent to invoke the
sharing provisions of the Sharing Agreement.


 


Very truly yours,


 


 Exhibit A-1  

















 


Distribution
List


 


[Insert
Names and Addresses of those receiving a copy of the Notice of Election to
Share]


 


 Exhibit A-2  
















 


EXHIBIT B


 


[FORM OF ADDITIONAL SUBSIDIARY OBLIGOR JOINDER AGREEMENT]


 


ADDITIONAL SUBSIDIARY OBLIGOR JOINDER AGREEMENT TO SHARING AGREEMENT


 


Reference is hereby made to
the Sharing Agreement dated as of June 4, 2010 (as it may have been
amended, modified or otherwise supplemented, the “Sharing
Agreement”) among the Banks, the 2005 Noteholders, the
2006 Noteholders, the Parity Debtholders, if any, and PNC Bank, National
Association, as agent for the Banks under the Credit Agreement. Capitalized
terms used herein and not otherwise defined herein shall have the
respective meanings specified in the Sharing Agreement.


 


WHEREAS, Section 3.6
of the Sharing Agreement requires that (a) any Subsidiary (other than a
Foreign Subsidiary) simultaneously with becoming a borrower under the Credit
Agreement or (b) any Subsidiary (including any Foreign Subsidiary)
simultaneously with becoming a guarantor of any of the Obligations, become a party
to the acknowledgement to the Sharing Agreement; and


 


WHEREAS, the
undersigned has agreed to execute this Joinder Agreement simultaneously with
becoming (a) a borrower under the Credit Agreement or (b) a guarantor
of any of the Obligations.


 


NOW THEREFORE, in
consideration thereof and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the undersigned agrees as follows:


 


Section 1.               Agreement to
be Bound.  By executing and
delivering this Joinder Agreement, the undersigned hereby agrees to become a
party to and be bound by, and comply with, the provisions of the
acknowledgement to the Sharing Agreement in the same manner as if the
undersigned were an original Obligor. The undersigned agrees that it shall be
an Additional Subsidiary Obligor, as such term is defined in the Sharing
Agreement, and that the undersigned shall have all the obligations described
therein. All references to the term “Additional Subsidiary Obligor” in the
Sharing Agreement, or in any document or instrument executed and delivered or
furnished, or to be executed and delivered or furnished, in connection
therewith shall be deemed to be references to, and shall include, the
undersigned.


 


Section 2.               Governing
Law.  This Joinder Agreement
shall be governed by and construed in accordance with the substantive laws of
the State of New York, without regard to any conflicts of law provisions
thereof.


 


 Exhibit B-1  

















 


IN WITNESS WHEREOF, the
undersigned has caused this Joinder Agreement to be duly executed by its duly
authorized officer, all as of the date and year set forth below.


 


 


	
   

  	
  [                                                                                                       ]

  
	
   

  	
  as Additional Subsidiary Obligor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


 Exhibit B-2  

















 


EXHIBIT C


 


[FORM OF LENDER JOINDER AGREEMENT]


 


LENDER JOINDER AGREEMENT TO SHARING AGREEMENT


 


Reference is hereby made to
the Sharing Agreement dated as of June 4, 2010 (as it may have been
amended, modified or otherwise supplemented, the “Sharing
Agreement”) among the Banks, the 2005 Noteholders, the 2006
Noteholders, the Parity Debtholders, if any, and PNC Bank, National
Association, as agent for the Banks under the Credit Agreement. Capitalized
terms used herein and not otherwise defined herein shall have the meaning
specified in the Sharing Agreement.


 


WHEREAS, Section 5.4
of the Sharing Agreement requires that any Lender that becomes a Bank under the
Credit Agreement become a party to the Sharing Agreement; and


 


WHEREAS, the Sharing
Agreement also requires that any assignee of any Noteholder Obligations become
a party to the Sharing Agreement contemporaneously with acquiring such
Noteholder Obligations; and


 


WHEREAS, the Sharing
Agreement also provides that, subject to the terms thereof, any Parity
Debtholder may become a party to the Sharing Agreement by executing this
Joinder Agreement; and


 


WHEREAS, the
undersigned has agreed to execute this Joinder Agreement in consideration of,
and as a condition to, [becoming a Bank under the Credit Agreement /becoming a
Noteholder/becoming a Parity Debtholder].


 


NOW THEREFORE, in
consideration thereof and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the undersigned agrees as follows:


 


Section 1.               Agreement to
be Bound.  By executing and
delivering this Joinder Agreement, the undersigned hereby agrees to become a
Lender under the Sharing Agreement and be bound by, and comply with, the
provisions of the Sharing Agreement in the same manner as if the undersigned
were an original signatory to the Sharing Agreement. The undersigned agrees
that it shall be a Lender and [Bank/Noteholder/Parity Debtholder] under the
Sharing Agreement, and that the undersigned shall have all the obligations
described therein with respect to the Obligations held by the undersigned. All
references to the terms “Lender” or “[Bank/ Noteholder/Parity Debtholder] “in
the Sharing Agreement, or in any document or instrument executed and delivered
or furnished, or to be executed and delivered or furnished, in connection
therewith shall be deemed to be references to, and shall include, the
undersigned.


 


Section 2.               Notices.
Notices and other communications provided for under Sharing Agreement to be
provided to the undersigned shall be sent to the addresses set forth on
Schedule I attached hereto.


 


 Exhibit C-1  

















 


Section 3.               Governing
Law. This Joinder Agreement shall be governed by and construed in
accordance with the substantive laws of the State of New York, without regard
to any conflicts of law provisions thereof.


 


IN WITNESS WHEREOF, the
undersigned has caused this Joinder Agreement to be duly executed by its duly
authorized officer, all as of the date and year set forth below.


 


 


	
   

  	
  [                                                                                                       ]

  
	
   

  	
  as additional Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


 Exhibit C-2  

















 


Schedule I


 


Address for Notices


 


 Schedule I-1