exv10w1





Exhibit 10.1



Execution Version



364-DAY CREDIT AGREEMENT




among




BAKER HUGHES INCORPORATED

as Borrower,




JPMORGAN CHASE BANK, N.A.

as Administrative Agent,




CITIBANK, N.A.,

as Syndication Agent,




AND




THE LENDERS IDENTIFIED HEREIN,




DATED AS OF MARCH 30, 2009




J.P. MORGAN SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.




As Co-Lead Arrangers and Joint Book Managers




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 	 
	 	 	 	 
	Section 1.01	 	Definitions
	 	 	1	 
	Section 1.02	 	Interpretive Provisions
	 	 	18	 
	Section 1.03	 	Accounting Terms/Calculation of Financial Covenants
	 	 	18	 
	Section 1.04	 	Time
	 	 	19	 
	Section 1.05	 	References to Agreements and Requirement of Laws
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE II

COMMITMENTS AND LOANS
	 	 	 	 	 
	 	 	 	 
	Section 2.01	 	Loans
	 	 	19	 
	Section 2.02	 	Method of Borrowing for Loans
	 	 	20	 
	Section 2.03	 	Funding of Loans
	 	 	20	 
	Section 2.04	 	Continuations and Conversions
	 	 	20	 
	Section 2.05	 	Minimum Amounts
	 	 	21	 
	Section 2.06	 	Notes
	 	 	21	 
	Section 2.07	 	Reduction of Committed Amount
	 	 	21	 
	Section 2.08	 	Optional Increase in Committed Amount
	 	 	21	 
	Section 2.09	 	Mitigation of Obligations; Replacement of Lenders
	 	 	23	 
	Section 2.10	 	Defaulting Lenders
	 	 	24	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE III

PAYMENTS
	 	 	 	 	 
	 	 	 	 
	Section 3.01	 	Interest
	 	 	24	 
	Section 3.02	 	Prepayments
	 	 	25	 
	Section 3.03	 	Payment in Full at Maturity
	 	 	25	 
	Section 3.04	 	Fees
	 	 	25	 
	Section 3.05	 	Payments Generally
	 	 	26	 
	Section 3.06	 	Computations of Interest and Fees
	 	 	27	 
	Section 3.07	 	Evidence of Debt
	 	 	28	 
	Section 3.08	 	Pro Rata Treatment
	 	 	28	 
	Section 3.09	 	Sharing of Payments
	 	 	29	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE IV

TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	 	 	 
	 	 	 	 
	Section 4.01	 	Taxes
	 	 	30	 
	Section 4.02	 	Illegality
	 	 	32	 
	Section 4.03	 	Inability to Determine Eurodollar Rate
	 	 	33	 
	Section 4.04	 	Increased Cost and Reduced Return; Capital Adequacy
	 	 	33	 
	Section 4.05	 	Funding Losses
	 	 	33	 
	Section 4.06	 	Requests for Compensation
	 	 	34	 
	Section 4.07	 	Survival
	 	 	34	 






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	 	 	 	 	 	 	Page	 
	
ARTICLE V

CONDITIONS PRECEDENT
	 	 	 	 	 
	 	 	 	 
	Section 5.01	 	Closing Conditions
	 	 	34	 
	Section 5.02	 	Conditions to Loans
	 	 	36	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE VI

REPRESENTATIONS AND WARRANTIES
	 	 	 	 	 
	 	 	 	 
	Section 6.01	 	Organization and Good Standing
	 	 	37	 
	Section 6.02	 	Due Authorization
	 	 	37	 
	Section 6.03	 	No Conflicts
	 	 	37	 
	Section 6.04	 	Consents
	 	 	37	 
	Section 6.05	 	Enforceable Obligations
	 	 	37	 
	Section 6.06	 	Financial Condition
	 	 	38	 
	Section 6.07	 	No Default
	 	 	38	 
	Section 6.08	 	Litigation
	 	 	38	 
	Section 6.09	 	Taxes
	 	 	38	 
	Section 6.10	 	Compliance with Law
	 	 	38	 
	Section 6.11	 	ERISA
	 	 	38	 
	Section 6.12	 	Use of Proceeds; Margin Stock
	 	 	39	 
	Section 6.13	 	Government Regulation
	 	 	40	 
	Section 6.14	 	Solvency
	 	 	40	 
	Section 6.15	 	Disclosure
	 	 	40	 
	Section 6.16	 	Environmental Matters
	 	 	40	 
	Section 6.17	 	Insurance
	 	 	40	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE VII

AFFIRMATIVE COVENANTS
	 	 	 	 	 
	 	 	 	 
	Section 7.01	 	Information Covenants
	 	 	41	 
	Section 7.02	 	Funded Indebtedness-to-Capitalization
	 	 	42	 
	Section 7.03	 	Preservation of Existence and Franchises
	 	 	43	 
	Section 7.04	 	Books and Records
	 	 	43	 
	Section 7.05	 	Compliance with Law
	 	 	43	 
	Section 7.06	 	Payment of Taxes and Other Indebtedness
	 	 	43	 
	Section 7.07	 	Insurance
	 	 	44	 
	Section 7.08	 	Use of Proceeds
	 	 	44	 
	Section 7.09	 	Audits/Inspections
	 	 	44	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE VIII

NEGATIVE COVENANTS
	 	 	 	 	 
	 	 	 	 
	Section 8.01	 	Nature of Business
	 	 	44	 
	Section 8.02	 	Fundamental Changes
	 	 	44	 
	Section 8.03	 	Affiliate Transactions
	 	 	45	 
	Section 8.04	 	Liens
	 	 	45	 
	Section 8.05	 	Burdensome Agreements
	 	 	46	 
	Section 8.06	 	Subsidiary Indebtednessp
	 	 	46	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	
ARTICLE IX

EVENTS OF DEFAULT
	 	 	 	 	 
	 	 	 	 
	Section 9.01	 	Events of Default
	 	 	47	 
	Section 9.02	 	Acceleration; Remedies
	 	 	49	 
	Section 9.03	 	Allocation of Payments After Event of Default
	 	 	50	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE X

AGENCY PROVISIONS
	 	 	 	 	 
	 	 	 	 
	Section 10.01	 	Appointment and Authorization of the Administrative Agent
	 	 	51	 
	Section 10.02	 	Delegation of Duties
	 	 	51	 
	Section 10.03	 	Liability Of Agents
	 	 	52	 
	Section 10.04	 	Reliance by Administrative Agent
	 	 	52	 
	Section 10.05	 	Notice of Default
	 	 	53	 
	Section 10.06	 	Credit Decision; Disclosure of Information by the Administrative Agent
	 	 	53	 
	Section 10.07	 	Indemnification of the Administrative Agent
	 	 	53	 
	Section 10.08	 	Administrative Agent in its Individual Capacity
	 	 	54	 
	Section 10.09	 	Successor Administrative Agent
	 	 	54	 
	Section 10.10	 	Administrative Agent May File Proofs of Claim
	 	 	55	 
	Section 10.11	 	Other Agents, Arrangers and Managers
	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE XI

MISCELLANEOUS
	 	 	 	 	 
	 	 	 	 
	Section 11.01	 	Notices and Other Communications; Facsimile Copies
	 	 	56	 
	Section 11.02	 	Right of Set-Off
	 	 	58	 
	Section 11.03	 	Benefit of Agreement
	 	 	58	 
	Section 11.04	 	No Waiver; Remedies Cumulative
	 	 	61	 
	Section 11.05	 	Attorney Costs, Expenses, Taxes and Indemnification by Borrower
	 	 	62	 
	Section 11.06	 	Amendments, Waivers and Consents
	 	 	63	 
	Section 11.07	 	Counterparts
	 	 	64	 
	Section 11.08	 	Survival of Indemnification and Representations and Warranties
	 	 	64	 
	Section 11.09	 	Governing Law; Venue
	 	 	64	 
	Section 11.10	 	Waiver of Jury Trial; Waiver of Consequential and Punitive Damages
	 	 	65	 
	Section 11.11	 	Severability
	 	 	65	 
	Section 11.12	 	Further Assurances
	 	 	65	 
	Section 11.13	 	Entirety
	 	 	65	 
	Section 11.14	 	Binding Effect; Continuing Agreement
	 	 	66	 
	Section 11.15	 	Confidentiality
	 	 	66	 
	Section 11.16	 	Entire Agreement
	 	 	67	 
	Section 11.17	 	USA Patriot Act Notice
	 	 	67	 
	Section 11.18	 	No Adverse Interpretation of Other Agreements
	 	 	67	 
	Section 11.19	 	No Fiduciary Duty
	 	 	67	 
	Section 11.20	 	Markit Data
	 	 	68	 






iii









 






	 	 	 
	EXHIBITS
	 	 
	 
	Exhibit 2.02

	 	Form of Notice of Borrowing
	Exhibit 2.04

	 	Form of Notice of Continuation/Conversion
	Exhibit 2.06

	 	Form of Note
	Exhibit 2.08-A

	 	Form of Committed Amount Increase Agreement
	Exhibit 2.08-B

	 	Form of Additional Lender Agreement
	Exhibit 7.01(c)

	 	Form of Officer’s Certificate
	Exhibit 11.03(b)

	 	Form of Assignment and Assumption
	 
	 	 
	SCHEDULES
	 	 
	 
	Schedule 1.01(a)

	 	Commitments/Pro Rata Shares
	Schedule 1.01(b)

	 	Significant Subsidiaries
	Schedule 8.06

	 	Subsidiary Indebtedness







iv











 





364-DAY CREDIT AGREEMENT




     THIS 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of March 30, 2009,
is entered into among Baker Hughes Incorporated, a Delaware corporation (the “Borrower”),
the Lenders (as defined below), JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders
(the “Administrative Agent”) and Citibank, N.A., as Syndication Agent for the Lenders (the
“Syndication Agent”).



RECITALS




     WHEREAS, the Borrower has requested that the Lenders provide a revolving credit facility in an
aggregate amount up to $500 million; and



     WHEREAS, the Lenders have agreed to provide the requested $500 million revolving credit
facility upon and subject to the terms and conditions set forth herein.



     NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




     Section 1.01 Definitions.



     As used herein, the following terms shall have the meanings herein specified unless the
context otherwise requires. Defined terms herein shall include in the singular number the plural
and in the plural the singular:



     “Act” has the meaning set forth in Section 11.17.



     “Additional Lender” has the meaning set forth in Section 2.08(a).



     “Additional Lender Agreement” has the meaning set forth in Section 2.08(b)(vi).



     “Adjusted Eurodollar Rate” means the Eurodollar Rate plus the Applicable Margin for
Eurodollar Loans.



     “Administrative Agent” means JPMorgan or any successor administrative agent appointed
pursuant to Section 10.09.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth in Section 11.01, or such other address or account as the
Administrative Agent may from time to time notify to the Borrower and the Lenders.



     “Administrative Fees” has the meaning set forth in Section 3.04(b).



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



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     “Affiliate” of any Person means (a) any other Person which directly, or indirectly
through one or more intermediaries, controls such Person or (b) any other Person which directly, or
indirectly through one or more intermediaries, is controlled by or is under common control with
such Person. As used herein, the term “control” means possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.



     “Agent-Related Persons” means the Administrative Agent, together with its Affiliates,
and the officers, directors, employees, agents and attorneys-in-fact of the Administrative Agent
and its Affiliates.



     “Applicable Margin” means, for any Loan at any time:



     (a) in the case of any Eurodollar Loan, a rate per annum equal to the CDS Rate for the
Determination Date for such Loan at such time; and



     (b) for any Base Rate Loan, a rate per annum equal to the CDS Rate for the Determination Date
for such Loan at such time minus 1.00% per annum, but in no event less than 0% per annum.



     If the CDS Rate is unavailable for any Determination Date for any Loan, then the Borrower and
the Lenders shall negotiate in good faith for a period of up to thirty days after the CDS Rate
becomes unavailable (the “Negotiation Period”) to agree on an alternative method of
establishing the Applicable Margin. The Applicable Margin at any time the Determination Date for
which falls during the Negotiation Period and prior to the time an amendment specified in the next
sentence has been executed or when the CDS Rate has again become available shall be based upon the
CDS Rate for the most recent Determination Date prior to the Negotiation Period. In the event that
an amendment hereof executed by the Borrower and each Lender and specifying an alternative method
for establishing the Applicable Margin shall not have been delivered to the Administrative Agent on
or prior to the last day of the Negotiation Period, then until such amendment is delivered to the
Administrative Agent, the Applicable Margin at any time the Determination Date for which falls
subsequent to the end of the Negotiation Period and prior to the time such amendment has been
executed or when the CDS Rate has again become available shall be a rate per annum equal to the
Maximum Applicable Margin as set forth in the pricing grid (the “Pricing Grid”) below
corresponding to the Debt Rating in effect on such Determination Date. Notwithstanding the
foregoing, (a) the Applicable Margin in effect at any time for any Eurodollar Loan shall not be
less than the Minimum Applicable Margin and shall not exceed the Maximum Applicable Margin (in each
case expressed as a rate per annum) corresponding to the Debt Rating on the Determination Date for
such Loan at such time as set forth in the Pricing Grid below and (b) the Applicable Margin in
effect at any time for Base Rate Loans shall not be less than the Minimum Applicable Margin and
shall not exceed the Maximum Applicable Margin (in each case expressed as a rate per annum)
corresponding to the Debt Rating on the Determination Date for a Eurodollar Loan having a one-month
Interest Period commencing at such time minus 1.00% per annum, but in no event less than less than
0% per annum.



2









 





	 	 	 	 	 	 	 	 	 
	PRICING GRID
	 	 	Minimum	 	Maximum
	Debt Rating (S&P and	 	Applicable	 	Applicable
	Fitch/Moody’s/DBRS)	 	Margin	 	Margin
	Category 1 ≥
A+/A1/A (high)
	 	 	0.50	%	 	 	1.50	%
	Category 2
A/A2/A
	 	 	0.75	%	 	 	2.00	%
	Category 3
A-/A3/A (low)
	 	 	1.00	%	 	 	2.50	%
	Category 4
BBB+/Baa1/BBB (high)
	 	 	1.25	%	 	 	3.00	%
	Category 5
≤ BBB/Baa2/BBB
	 	 	1.50	%	 	 	3.50	%






The Minimum Applicable Margin and Maximum Applicable Margin will be based on the two highest Debt
Ratings. If fewer than two of the rating agencies referenced in the definition of “Debt Rating”
have a Debt Rating in effect, then those rating agencies not having a Debt Rating in effect shall
be deemed to have established a Debt Rating in Category 5. If the two highest Debt Ratings
established or deemed to have been established fall within different Categories, the Minimum
Applicable Margin and Maximum Applicable Margin shall be based on the higher of the two highest
Debt Ratings, unless one of the two highest Debt Ratings is two or more Categories lower than the
other, in which case the Minimum Applicable Margin and Maximum Applicable Margin shall be
determined by reference to the Category next below that of the higher of the two highest Debt
Ratings. Each change in the Minimum Applicable Margin and Maximum Applicable Margin shall be
effective as of the date on which a Debt Rating change is first publically announced by the
applicable rating agency, and such change shall apply during the period commencing on the effective
date of such change and end on the date immediately preceding the effective date of the next such
change.




3









 








     “Applicable Percentage” means the appropriate applicable percentage for Commitment
Fees, corresponding to the Debt Rating in effect from time to time as described below:



	 	 	 	 	 	 	 
	 	 	 	 	Applicable
	 	 	 	 	Percentage
	Pricing	 	 	 	for
	Level	 	Debt Rating (S&P and Fitch/Moody’s/DBRS)	 	Commitment Fees
	I

	 	≥ A+/A1/A (high)
	 	 	0.100	%
	II

	 	A/A2/A
	 	 	0.125	%
	III

	 	A-/A3/A (low)
	 	 	0.175	%
	IV

	 	BBB+/Baa1/BBB (high)
	 	 	0.250	%
	V

	 	≤ BBB/Baa2/BBB
	 	 	0.375	%





The Applicable Percentage will be based on the two highest Debt Ratings. If fewer than two of the
rating agencies referenced in the definition of “Debt Rating” have a Debt Rating in effect, then
those rating agencies not having a Debt Rating in effect shall be deemed to have established a Debt
Rating in Pricing Level V. If the two highest Debt Ratings established or deemed to have been
established fall within different Pricing Levels, the Applicable Percentage shall be based on the
higher of the two highest Debt Ratings, unless one of the two highest Debt Ratings is two or more
Pricing Levels lower than the other, in which case the Applicable Percentage shall be determined by
reference to the Pricing Level next below that of the higher of the two highest Debt Ratings. Each
change in the Applicable Percentage shall be effective as of the date on which a Debt Rating change
is first publically announced by the applicable rating agency, and such change shall apply during
the period commencing on the effective date of such change and end on the date immediately
preceding the effective date of the next such change.




     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Arranger” means J.P. Morgan Securities Inc., together with its successors and/or
assigns.



     “Assignment and Assumption” means an Assignment and Assumption substantially in the
form of Exhibit 11.03(b).



     “Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as
amended, modified, succeeded or replaced from time to time.



     “Base Rate” means, on each day, the Applicable Margin for Base Rate Loans plus a
fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b)
the rate of interest in effect for such day as publicly announced from time to time by the
Administrative Agent as its “prime rate,” and (c) the Eurodollar Rate for a one-month deposit
commencing that day plus 1%. The “prime rate” is a rate set by the Administrative Agent based upon
various factors including the Lender’s costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which may



4









 




be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the
public announcement of such change.




     “Base Rate Loan” means a Loan which bears interest based on the Base Rate.



     “Borrower” has the meaning set forth in the preamble hereof.



     “Borrower Obligations” means, without duplication, all of the obligations of the
Borrower to the Lenders, whenever arising, under this Credit Agreement, the Notes or any of the
other Credit Documents.



     “Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and,
in the case of Eurodollar Loans, having the same Interest Period made by each of the Lenders
pursuant to Section 2.01.



     “Business Day” means any day other than a Saturday, a Sunday, or other day on which
commercial banks are authorized to close under the laws of, or are in fact closed in New York, New
York or the state where the Administrative Agent’s Office is located and, if such day relates to
any Eurodollar Loans, means any such day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank market.



     “Businesses” has the meaning set forth in Section 6.16.



     “Capital Stock” means (a) in the case of a corporation, all classes of capital stock
of such corporation, (b) in the case of a partnership, partnership interests (whether general or
limited), (c) in the case of a limited liability company, membership interests and (d) any other
interest or participation that confers on a Person the right to receive a share of the profits and
losses of, or distributions of the assets of, the issuing Person, including, in each case, all
warrants, rights or options to purchase any of the foregoing.



     “Category” has the meaning set forth in the definition of “Applicable Margin.”



     “CDS Rate” means, for any Determination Date, a rate per annum equal to the Borrower’s
credit default swap mid-rate spread applicable to senior, unsecured, non-credit enhanced debt of
the Borrower with a maturity of one year reported by Markit through its website as of the close of
business, New York time, on the Business Day immediately preceding such Determination Date,
obtained by the Administrative Agent from such website on such Determination Date.



     “Change of Control” means, with respect to any Person, an event or series of events by
which:



     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Act of 1934, except that a person or group shall be deemed to



5









 




have “beneficial ownership” of all securities that such person or group has the right to acquire (such
right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of such
Person entitled to vote for members of the board of directors or equivalent governing body of such
Person on a fully-diluted basis (and taking into account all such securities that such person or
group has the right to acquire pursuant to any option right); or




     (b) during any period of 24 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of such Person cease to be composed of individuals (i)
who were members of that board or equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing body was approved by individuals
referred to in clause (i) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose election or nomination to that
board or other equivalent governing body was approved by individuals referred to in clauses (i) and
(ii) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii),
any individual whose initial nomination for, or assumption of office as, a member of that board or
equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or group other than a
solicitation for the election of one or more directors by or on behalf of the board of directors).



     “Closing Date” means the date hereof.



     “Code” means the Internal Revenue Code of 1986, and the rules and regulations
promulgated thereunder, as amended, modified, replaced or succeeded from time to time.



     “Commitment” means, with respect to each Lender, the commitment of such Lender to make
its Pro Rata Share of Loans to the Borrower in an aggregate amount up to the amount set forth in
Schedule 1.01(a), as it may be adjusted from time to time pursuant to (i) an assignment in
accordance with Section 11.03(b), (ii) an increase in the Committed Amount pursuant to Section 2.08
or (iii) a reduction in the Committed Amount pursuant to Section 2.07 and “Commitments”
means the aggregate of each such Commitment.



     “Commitment Fees” has the meaning set forth in Section 3.04(a).



     “Committed Amount” means Five Hundred Million Dollars ($500,000,000), as such amount
may be otherwise increased in accordance with Section 2.08 or reduced in accordance with Section
2.07.



     “Committed Amount Increase Agreement” has the meaning set forth in Section 2.08(b)(v).



     “Compensation Period” has the meaning set forth in Section 3.05(c).



     “Contingent Obligations” means, with respect to any Person, without duplication, any
obligations (other than endorsements in the ordinary course of business of negotiable instruments
for deposit or collection) guaranteeing any Indebtedness of any other Person in any manner,



6









 




whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a)
to purchase any such Indebtedness or other obligation or any property constituting security
therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance
sheet condition of such other Person (including, without limitation, maintenance agreements, take
or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the
holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or
services primarily for the purpose of assuring the owner of such Indebtedness or (d) to otherwise
assure or hold harmless the owner of such Indebtedness or obligation against loss in respect
thereof. The amount of any Contingent Obligation hereunder shall (subject to any limitations set
forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum
principal amount, if larger) of the Indebtedness in respect of which such Contingent Obligation is
made.




     “Controlled Group” means all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414 of the Code.



     “Credit Agreement” has the meaning set forth in the Preamble hereof.



     “Credit Documents” means this Credit Agreement, the Notes, any Notice of Borrowing,
any Notice of Continuation/Conversion and all other related agreements and documents issued or
delivered hereunder or thereunder or pursuant hereto or thereto.



     “Credit Exposure” has the meaning set forth in the definition of “Required Lenders.”



     “Data Provider” has the meaning set forth in Section 11.20(b).



     “DBRS” means Dominion Bond Rating Service and its successors.



     “Debt Rating” means the long-term senior unsecured, non-credit enhanced debt rating of
the Borrower from S&P, Moody’s, DBRS and Fitch.



     “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the United States or
other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.



     “Default” means any event, act or condition which with notice or lapse of time, or
both, would constitute an Event of Default.



     “Default Rate” means an interest rate equal to two percent (2%) plus the rate that
otherwise would be applicable (or if no rate is applicable, the Base Rate plus two percent (2%) per
annum).



     “Defaulting Lender” means any Lender, as reasonably determined by the Administrative
Agent, that has (a) failed to fund any portion of its Loans within three Business Days of the date



7









 




required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, or any
Lender in writing that it does not intend to comply with any of its funding obligations under this
Credit Agreement or has made a public statement to the effect that it does not intend to comply
with its funding obligations under this Credit Agreement, (c) failed, within five Business Days after request by the Administrative Agent, to confirm that it will comply with the terms
of this Credit Agreement relating to its obligations to fund prospective 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) become the subject of a bankruptcy or insolvency proceeding, or has had
a receiver, conservator, trustee or custodian appointed for it, or has consented to, approved of or
acquiesced 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 or
custodian appointed for it, or has consented to, approved of or acquiesced in any such proceeding
or appointment; provided that (i) if a Lender would be a “Defaulting Lender” solely by reason of
events relating to a parent company of such Lender or solely because a Governmental Authority has
been appointed as receiver, conservator, trustee or custodian for such Lender, in each case as
described in clause (e) above, the Administrative Agent may, in its reasonable discretion,
determine that such Lender is not a “Defaulting Lender” if and for so long as the Administrative
Agent is satisfied that such Lender will continue to perform its funding obligations hereunder and
(ii) the Administrative Agent may, by notice to the Borrower and the Lenders, declare that a
Defaulting Lender is no longer a “Defaulting Lender” if the Administrative Agent determines, in its
reasonable discretion, that the circumstances that resulted in such Lender becoming a “Defaulting
Lender” no longer apply.




     “Designated User” shall mean a Person designated as such by a Lender or the
Administrative Agent.



     “Determination Date” means, at any time, (a) for any Eurodollar Loan, (i) the date two
Business Days before the commencement of the Interest Period applicable to such Loan or (ii) in the
case of an Interest Period of six months’ duration, (x) as to any date during the first three-month
period during such Interest Period, the date specified in clause (i) or (y) as to any date during
the second three-month period during such Interest Period, the date that is the last Business Day
of the first three-month period during such Interest Period, and (b) for any Base Rate Loan, (i)
the Closing Date and (ii) from and after the end of the calendar quarter during which the Closing
Date occurs, the last Business Day of the calendar quarter most recently ended at such time.



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



     “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved
Fund and (d) any other Person approved by the Administrative Agent and the Borrower (such approval
not to be unreasonably withheld or delayed); provided that (i) the Borrower’s consent is
not required during the existence and continuation of an Event of Default, (ii) approval by the
Borrower shall be deemed given if no objection is received by the assigning Lender and the
Administrative Agent from the Borrower within five Business Days after notice of such proposed
assignment has been delivered to the Borrower and (iii) neither the Borrower nor any Subsidiary or
Affiliate of the Borrower shall qualify as an Eligible Assignee.



8









 





     “Environmental Laws” means any legal requirement of any Governmental Authority
pertaining to (a) the protection of health, safety and the indoor or outdoor environment, (b) the
conservation, management, or use of natural resources and wildlife, (c) the protection or use of
surface water and groundwater, (d) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or
material or (e) pollution (including any release to land surface water and groundwater) and
includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et
seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976
and Hazardous and Solid Waste Amendment of 1984, 42 USC 6901 et seq., Federal Water Pollution
Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966,
as amended, 42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq.,
Hazardous Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and Health
Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et seq.,
Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq., National
Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended,
42 USC 300(f) et seq., any analogous implementing or successor law, and any amendment, rule,
regulation, order, or directive issued thereunder.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same
may be in effect from time to time. References to sections of ERISA shall be construed also to
refer to any successor sections.



     “ERISA Affiliate” means an entity, whether or not incorporated, which is under common
control with the Borrower or any of its Subsidiaries within the meaning of Section 4001(a)(14) of
ERISA, or is a member of a group which includes the Borrower or any of its Subsidiaries and which
is treated as a single employer under Sections 414(b), (c), (m), or (o) of the Code.



     “ERISA Event” has the meaning set forth in Section 9.01(g).



     “Eurodollar Base Rate” means, for any Interest Period:



     (a) the rate per annum equal to the rate determined by the Administrative Agent to be the
offered rate that appears on the page of the Reuters Screen LIBOR01 Page (or any successor thereto)
that displays an average British Bankers Association Interest Settlement Rate for deposits in
Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period; or



     (b) if the rate referenced in the preceding clause (a) does not appear on such page or service
or such page or service shall not be available, the rate per annum equal to the rate determined by
the Administrative Agent to be the offered rate on such other page or other service that displays
an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for
delivery on the first day of such Interest Period) with a term equivalent to such



9









 




Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of
such Interest Period; or




     (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate
per annum determined by the Administrative Agent as the rate of interest at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a
term equivalent to such Interest Period would be offered by the Administrative Agent’s London
branch to major banks in the London interbank eurodollar market at their request at approximately
4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period.



     “Eurodollar Loan” means a Loan bearing interest at the Adjusted Eurodollar Rate.



     “Eurodollar Rate” means, with respect to any Eurodollar Loan, for the Interest Period
applicable thereto, a rate per annum determined pursuant to the following formula:



	 	 	 	 	 
	Eurodollar Rate

	 	=
	 	Eurodollar Base Rate
	 

	 	 	 	 
	 

	 	 	 	1 - Eurodollar Reserve Percentage






     “Eurodollar Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such
day applicable to the Administrative Agent under regulations issued from time to time by the Board
of Governors of the Federal Reserve System of the United States for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve requirement) with
respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The
Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.



     “Event of Default” has the meaning set forth in Section 9.01.



     “Federal Funds Rate” means for any day the rate per annum (rounded upward to the
nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day as so published on
the next succeeding Business Day and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate charged to the
Administrative Agent on such day on such transactions as determined by the Administrative Agent.



     “Fee Letter” means that certain letter agreement, dated as of February 17, 2009, among
the Borrower, JPMorgan and the Arranger, as amended, modified, supplemented or restated from time
to time.



10









 





     “Financial Officer” means any of the chief financial officer, the treasurer, any
assistant treasurer or the controller of the Borrower.



     “Fitch” means Fitch Ratings and its successors.



     “Foreign Lender” has the meaning set forth in Section 4.01(e).



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



     “Funded Indebtedness” of any Person means, without duplication, (a) all obligations of
such Person for borrowed money (excluding from this clause (a) and clause (b) below intraday over
advances and overnight overdrafts; provided that, such obligations are not outstanding for more
than two (2) Business Days), (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, or upon which interest payments are customarily made, (c) all
Contingent Obligations of such Person with respect to Funded Indebtedness of another Person, (d)
the principal portion of all obligations of such Person under (i) capital lease obligations and
(ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing product of such Person where such transaction is considered borrowed
money indebtedness for tax purposes but is classified as an operating lease in accordance with
GAAP, and after giving effect to any of the foregoing in this clause (d) to any third-party
indemnification, and (e) all obligations of such Person with respect to Redeemable Preferred Stock.
The Funded Indebtedness of any Person shall include the Funded Indebtedness of any partnership or
unincorporated joint venture for which such Person is legally obligated. For the avoidance of
doubt, Funded Indebtedness shall exclude any actual fair value adjustment arising from any interest
rate swap transactions entered into in the ordinary course of business and not for investment or
speculative purposes.



     “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



     “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.



     “Granting Lender” has the meaning specified in Section 11.03(g).



     “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money (excluding from this clause (a) and clause (b) below intraday over
advances and overnight overdrafts; provided that, such obligations are not outstanding for more
than two (2) Business Days), (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, or upon which interest payments are customarily made, (c) all



11









 




obligations of such Person under conditional sale or other title retention agreements relating to
property purchased by such Person to the extent of the value of such property (other than customary
reservations or retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations, other than intercompany items, of such Person issued or
assumed as the deferred purchase price of property or services purchased by such Person which would
appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of others secured by
(or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, property owned or acquired by such Person, whether or not the obligations secured
thereby have been assumed, (f) all Contingent Obligations of such Person, (g) the principal portion
of all obligations of such Person under (i) capital lease obligations and (ii) any synthetic lease,
tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing
product of such Person where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with GAAP, and after giving effect
in any of the foregoing in this clause (g) to any third-party indemnification, (h) all obligations
of such Person with respect to Redeemable Preferred Stock, (i) the Swap Termination Value
(including both debit and credit values) in respect of any Swap Contract of such Person and (j) the
maximum amount of all bid, performance and standby letters of credit issued or bankers’ acceptances
facilities created for the account of such Person and, without duplication, all drafts drawn
thereunder (to the extent unreimbursed). The Indebtedness of any Person shall include the
Indebtedness of any partnership or unincorporated joint venture for which such Person is legally
obligated.




     “Indemnified Liabilities” has the meaning set forth in Section 11.05(b).



     “Indemnitees” has the meaning set forth in Section 11.05(b).



     “Information” has the meaning set forth in Section 11.15.



     “Interest Payment Date” means (a) as to Base Rate Loans, the last day of each fiscal
quarter of the Borrower and the Maturity Date and (b) as to Eurodollar Loans, the last day of each
applicable Interest Period and the Maturity Date and, in addition, where the applicable Interest
Period for a Eurodollar Loan is greater than three months, then also on the last day of each
three-month period during such Interest Period. If an Interest Payment Date falls on a date which
is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding
Business Day, except that in the case of Eurodollar Loans where the next succeeding Business Day
falls in the next succeeding calendar month, then on the next preceding Business Day.



     “Interest Period” means, as to Eurodollar Loans, a period of one, two, three or six
months’ duration, as the Borrower may elect, commencing, in each case, on the date of the borrowing
(including continuations and conversions of Eurodollar Loans); provided, however,
(a) if any Interest Period would end on a day which is not a Business Day, such Interest Period
shall be extended to the next succeeding Business Day (except that where the next succeeding
Business Day falls in the next succeeding calendar month, then on the next preceding Business Day),
(b) no Interest Period shall extend beyond the Maturity Date and (c) where an Interest Period
begins on a day for which there is no numerically corresponding day in the calendar



12









 




month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such
calendar month.




     “JPMorgan” means JPMorgan Chase Bank, N.A. and its successors.



     “Lender” means any of the Persons identified as a “Lender” on the signature pages
hereto, and any Eligible Assignee which may become a Lender by way of assignment in accordance with
the terms hereof, together with their successors and permitted assigns.



     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Borrower and the Administrative Agent.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of
any kind (including any agreement to give any of the foregoing, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under the Uniform
Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or
notice statute, and any lease in the nature thereof).



     “Loans” means the loans made by the Lenders to the Borrower pursuant to Section 2.01.



     “Margin Stock” shall have the meaning given such term in Regulation U.



     “Markit” means Markit Group Limited or its successor.



     “Material Adverse Effect” means an event or condition that constitutes or would
reasonably be expected to result in a material adverse effect on (a) the business, assets,
operations or condition, financial or otherwise, of the Borrower and the Subsidiaries taken as a
whole, (b) the ability of the Borrower to perform its obligations under this Credit Agreement or
(c) the validity or enforceability of, or the rights and remedies of the Administrative Agent or
the Lenders under, this Credit Agreement.



     “Material Subsidiary” means any Subsidiary of the Borrower (a) with a net book value
in excess of $100,000,000, calculated as of the end of the most recent fiscal quarter or (b) whose
revenues for the immediately preceding twelve month period exceeded $100,000,000.



     “Maturity Date” means March 29, 2010.



     “Maximum Applicable Margin” has the meaning set forth in the definition of “Applicable
Margin.”



     “Minimum Applicable Margin” has the meaning set forth in the definition of “Applicable
Margin.”



     “Moody’s” means Moody’s Investors Service, Inc. and its successors.



13









 





     “Multiemployer Plan” means a Plan covered by Title IV of ERISA which is a
multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.



     “Multiple Employer Plan” means a Plan covered by Title IV of ERISA, other than a
Multiemployer Plan, to which the Borrower or any ERISA Affiliate and at least one employer other
than the Borrower or any ERISA Affiliate are contributing sponsors.



     “Net Worth” means, as of any date, all of the shareholders’ equity or net worth
(excluding, for the avoidance of doubt, Redeemable Preferred Stock) of the Borrower and its
Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.



     “Notes” means the promissory notes of the Borrower in favor of each of the Lenders
evidencing the Loans and substantially in the form of Exhibit 2.06, as such promissory
notes may be amended, modified, supplemented or replaced from time to time.



     “Notice of Borrowing” means a request by the Borrower for a Loan in the form of
Exhibit 2.02.



     “Notice of Continuation/Conversion” means a request by the Borrower for the
continuation or conversion of a Loan in the form of Exhibit 2.04.



     “Other Taxes” has the meaning set forth in Section 4.01(b).



     “Participant” has the meaning set forth in Section 11.03(d).



     “Participation Interest” means the purchase by a Lender of a participation in Loans as
provided in Section 3.09.



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



     “Person” means any individual, partnership, joint venture, firm, corporation,
association, trust, limited liability company or other enterprise (whether or not incorporated), or
any government or political subdivision or any agency, department or instrumentality thereof.



     “Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is
either (i) maintained by a member of the Controlled Group for employees of a member of the
Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which a member of the
Controlled Group is then making or accruing an obligation to make contributions or with respect to
which a member of the Controlled Group has any liability, contingent or otherwise.



     “Pricing Level” has the meaning set forth in the definition of “Applicable
Percentage.”



     “Properties” has the meaning set forth in Section 6.16.



     “Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed
as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of
the



14









 




Commitment of such Lender at such time to make Loans to the Borrower pursuant to Sections 2.01
hereof and the denominator of which is the amount of the Committed Amount at such time;
provided that if the Commitments have been terminated pursuant to Section 9.02 or
otherwise, then such Pro Rata Share of each such Lender shall be determined based on such Lender’s
percentage ownership of the principal amount of outstanding Loans. The initial Pro Rata Share of
each Lender is set forth opposite the name of such Lender on Schedule 1.01(a) or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.




     “Redeemable Preferred Stock” of any Person means any preferred stock issued by such
Person which is at any time prior to the Maturity Date either (a) mandatorily redeemable (by sinking fund or similar payment or otherwise) or (b) redeemable at the option of the holder
thereof.



     “Regulation D, U, or X” means Regulation D, U or X, respectively, of the Board of
Governors of the Federal Reserve System of the United States as from time to time in effect and any
successor to all or a portion thereof.



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



     “Reportable Event” means a “reportable event” as defined in Section 4043 of ERISA with
respect to which the notice requirements to the PBGC have not been waived.



     “Required Lenders” means Lenders whose aggregate Credit Exposure (as hereinafter
defined) constitutes more than 50% of the Credit Exposure of all Lenders at such time; provided,
however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded
from the determination of Required Lenders the aggregate principal amount of Credit Exposure of
such Lender at such time. For purposes of the preceding sentence, the term “Credit
Exposure” as applied to each Lender shall mean (i) at any time prior to the termination of the
Commitments, the Pro Rata Share of such Lender of the Committed Amount multiplied by the Committed
Amount and (ii) at any time after the termination of the Commitments, the principal balance of the
outstanding Loans and Participation Interests of such Lender.



     “Requirement of Law” means, with respect to any Person, the organizational documents
of such Person and any law applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject or otherwise pertaining to any or all of the
transactions contemplated by this Credit Agreement and the other Credit Documents.



     “Responsible Officer” means the President, the Chief Financial Officer, the Chief
Operating Officer, any Vice President, the Treasurer, the Controller, any Assistant Treasurer or
the Corporate Secretary of the Borrower.



     “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other equity interest of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption,



15









 




retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of
any option, warrant or other right to acquire any such capital stock or other equity interest.




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



     “SEC” means the Securities and Exchange Commission or any successor thereto.



     “Significant Subsidiary” shall mean a Subsidiary of the Borrower (a) with total assets
(excluding intercompany advance receivables) that are in excess of ten percent (10%) of Total
Assets or (b) whose revenues (excluding intercompany sales) for the immediately preceding twelve month period exceeded five percent (5%) of Total Consolidated Revenue, in each case
calculated as of the end of the most recent fiscal quarter. The Significant Subsidiaries as of the
Closing Date are set forth on Schedule 1.01(b) hereto.



     “Single Employer Plan” means any Plan which is covered by Title IV of ERISA and
adopted solely by the Borrower, by an ERISA Affiliate or by a group consisting of the Borrower and
one or more ERISA Affiliates.



     “Solvent” means, with respect to any Person as of a particular date, that on such date
(a) such Person is able to pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, (b) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay
as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a
business or a transaction, and is not about to engage in a business or a transaction, for which
such Person’s assets would constitute unreasonably small capital after giving due consideration to
the prevailing practice in the industry in which such Person is engaged or is to engage and (d) the
book value of the assets of such Person as set forth on such Person’s balance sheet is greater than
the total amount of liabilities, including, without limitation, contingent liabilities, of such
Person. In computing the amount of contingent liabilities at any time, it is intended that such
liabilities will be computed as the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or
matured liability.



     “SPC” has the meaning set forth in Section 11.03(g).



     “Subsidiary” means, as to any Person, any corporation, partnership, association, joint
venture, limited liability company or other entity more than 50% of whose Voting Stock
(irrespective of whether or not at the time, any such Voting Stock shall have or might have voting
power by reason of the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries.



     “Swap Contract” means (a) any and all interest rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor



16









 




transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and all transactions of
any kind, and the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement.




     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) (including both debit and credit values) determined in accordance therewith,
such termination value(s), and (b) for any date prior to the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) (including both debit and credit values) for
such Swap Contracts, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or
any Affiliate of a Lender).



     “Taxes” has the meaning set forth in Section 4.01.



     “Termination Event” means (a) with respect to any Single Employer Plan, the occurrence
of a Reportable Event or the substantial cessation of operations (within the meaning of Section
4062(e) of ERISA), (b) the withdrawal of the Borrower or any ERISA Affiliate from a Multiple
Employer Plan during a plan year in which it was a substantial employer (as such term is defined in
Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan, (c) the distribution
of a notice of intent to terminate a Single Employer Plan in a distress termination (within the
meaning of Section 4041(c) of ERISA) pursuant to Section 4041(a)(2) of ERISA, (d) the institution
of proceedings to terminate or the actual termination of a Single Employer Plan by the PBGC under
Section 4042 of ERISA, (e) any event or condition which would constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Single Employer
Plan, or (f) the complete or partial withdrawal of the Borrower or any ERISA Affiliate from a
Multiemployer Plan or the termination of a Multiemployer Plan.



     “Total Assets” means all assets of the Borrower and its Subsidiaries as shown on its
most recent quarterly consolidated balance sheet, as determined in accordance with GAAP.



     “Total Capitalization” means the sum of (a) Net Worth plus (b) all Funded
Indebtedness of the Borrower and its Subsidiaries.



     “Total Consolidated Revenue” shall mean consolidated revenue of the Borrower and its
Subsidiaries as of the end of a fiscal quarter for the immediately prior four quarter period.



     “Type” means, with respect to any Loan, its character as a Base Rate Loan or a
Eurodollar Loan.



17









 





     “Unused Commitment” means, for any day from the Closing Date to the Maturity Date, the
amount by which the then Committed Amount on such day exceeds the aggregate principal amount of all
Loans outstanding on such day.



     “Utilized Committed Amount” means the amount equal to the aggregate principal amount
of Loans outstanding.



     “Voting Stock” means (a) with respect to a corporation, all classes of the Capital
Stock of such corporation then outstanding and normally entitled to vote in the election of
directors and (b) with respect to a partnership, association, joint venture, limited liability
company, real estate investment or other trust or other entity, all Capital Stock of such entity
entitled to exercise voting power or management control.



     “Wholly Owned Subsidiary” means any Subsidiary if all of the Capital Stock of such
Subsidiary (other than directors’ qualifying shares and Required Minority Shares, in each case only
to the extent required by applicable law) is owned by the Borrower directly or through other Wholly
Owned Subsidiaries. “Required Minority Shares” means Capital Stock of a Subsidiary
organized under the laws of jurisdiction other than the United States or any Governmental Authority
thereof that is required by the applicable laws and regulations of such foreign jurisdiction to be
owned by the government of such foreign Jurisdiction or individual or corporate citizens of such
foreign jurisdiction in order for such Subsidiary to transaction business in such foreign
jurisdiction.



     Section 1.02 Interpretive Provisions.



          (a) For purposes of computation of periods of time hereunder, the word “from” means “from and
including,” the words “to” and “until” each mean “to but excluding” and the word “through” means
“to and including.”




          (b) References in this Credit Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits”
shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless
otherwise specifically provided.




          (c) The term “including” is by way of example and not limitation.




          (d) The term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced, whether
in physical or electronic form.




          (e) The headings of the Sections and subsections hereof are provided for convenience only and
shall not in any way affect the meaning or construction of any provision of this Credit Agreement.




     Section 1.03 Accounting Terms/Calculation of Financial Covenants.



          (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to financial matters
required to be delivered to the Lenders hereunder shall be prepared in accordance with




18









 







GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this
Credit Agreement shall (except as otherwise expressly provided herein) be made by application of
GAAP applied on a basis consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 7.01 (or, prior to the delivery of the first financial statements
pursuant to Section 7.01, consistent with the financial statements described in Section 5.01(d));
provided, however, if (i) the Borrower shall object to determining such compliance
on such basis at the time of delivery of such financial statements due to any change in GAAP or the
rules promulgated with respect thereto or (ii) the Lenders shall so object in writing within 30
days after delivery of such financial statements, then such calculations shall be made on a basis
consistent with the most recent financial statements delivered by the Borrower to the Lenders as to
which no such objection shall have been made.




          (b) All financial covenant ratios shall be calculated by carrying the result to one more place
than the number of places by which such ratio is expressed and rounding the result up or down to
the nearest number (and rounding up if there is no nearest number).




     Section 1.04 Time.



     All references to time herein shall be references to Eastern Standard Time or Eastern Daylight
Time, as then in effect, unless specified otherwise.



     Section 1.05 References to Agreements and Requirement of Laws.



     Unless otherwise expressly provided herein: (a) references to organization documents,
agreements (including the Credit Documents) and other contractual instruments shall be deemed to
include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any Credit Document and (b) references to any Requirement
of Law shall include all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Requirement of Law.



ARTICLE II

COMMITMENTS AND LOANS




     Section 2.01 Loans.



     Subject to the terms and conditions set forth herein, each Lender severally agrees to make
revolving loans (each a “Loan” and collectively the “Loans”), in Dollars, to the
Borrower, at any time and from time to time, during the period from and including the Closing Date
to but not including the Maturity Date (or such earlier date if the Commitments have been
terminated as provided herein); provided, however, that after giving effect to any
Borrowing (a) the aggregate principal amount of outstanding Loans shall not exceed the Committed
Amount and (b) with respect to each individual Lender, the aggregate principal amount of
outstanding Loans of such Lender shall not exceed the amount of such Lender’s Pro Rata Share of the
Committed Amount. Subject to the terms of this Credit Agreement, the Borrower may borrow, repay
and reborrow Loans. Loans may be Base Rate Loans or Eurodollar Loans, as the Borrower may elect,
subject to the terms set forth below.



19









 





     Section 2.02 Method of Borrowing for Loans.



     By no later than 9:00 a.m. (a) on the date of the requested Borrowing of Loans that will be
Base Rate Loans and (b) three Business Days prior to the date of the requested Borrowing of Loans
that will be Eurodollar Loans, the Borrower shall telephone the Administrative Agent (and in the
case of a requested Base Rate Loan, the Administrative Agent shall notify the Lenders no later than
9:30 a.m.) as well as submit a written Notice of Borrowing in the form of Exhibit 2.02 to
the Administrative Agent setting forth (i) the amount requested, (ii) the date of the requested
Borrowing, (iii) the Type of Loan, (iv) with respect to Loans that will be Eurodollar Loans, the
Interest Period applicable thereto, and (v) certification that the Borrower has complied in all
respects with Section 5.02. If the Borrower shall fail to specify (A) an Interest Period, in the
case of a Eurodollar Loan, then such Eurodollar Loan shall be deemed to have an Interest Period of
one month or (B) the Type of Loan requested, then such Loan shall be deemed to be a Base Rate Loan. All Loans made on the Closing Date shall be Base Rate Loans. Thereafter, all or
any portion of the Loans may be converted into Eurodollar Loans in accordance with the terms of
Section 2.04.



     Section 2.03 Funding of Loans.



     Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the
Lenders as to the terms thereof. Each Lender shall make its Pro Rata Share of the requested Loans
available to the Administrative Agent in Dollars and in immediately available funds at the
Administrative Agent’s Office not later than 12:00 noon on the Business Day specified in the
applicable Notice of Borrowing. Upon satisfaction of the conditions set forth in Section 5.02, the
amount of the requested Loans will then be made available to the Borrower by the Administrative
Agent either by (a) crediting the account of the Borrower on the books of the Administrative Agent
with the amount of such funds or (b) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.



     Section 2.04 Continuations and Conversions.



     Subject to the terms below, the Borrower shall have the option, on any Business Day prior to
the Maturity Date, to continue existing Eurodollar Loans for a subsequent Interest Period, to
convert Base Rate Loans into Eurodollar Loans or to convert Eurodollar Loans into Base Rate Loans.
By no later than 10:00 a.m. (a) on the date of the requested conversion of a Eurodollar Loan to a
Base Rate Loan and (b) three Business Days prior to the date of the requested continuation of a
Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar Loan, the Borrower shall provide
telephonic notice to the Administrative Agent, followed promptly by a written Notice of
Continuation/Conversion in the form of Exhibit 2.04, setting forth whether the Borrower
wishes to continue or convert such Loans. Notwithstanding anything herein to the contrary, (i)
except as provided in Section 4.02, Eurodollar Loans may only be continued or converted into Base
Rate Loans on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may not
be continued nor may Base Rate Loans be converted into Eurodollar Loans during the existence and
continuation of an Event of Default and (iii) any request to continue a Eurodollar Loan that fails
to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at
the end of an Interest Period (and assuming the



20









 




Borrower has not delivered a notice of prepayment pursuant to Section 3.02(a)) shall be deemed a request to convert such Eurodollar Loan to a Base
Rate Loan on the last day of the applicable Interest Period.




     Section 2.05 Minimum Amounts.



     Each request for a Loan or a conversion or continuation hereunder shall be subject to the
following requirements: (a) each Eurodollar Loan shall be in a minimum amount of $5,000,000 (and in
integral multiples of $1,000,000 in excess thereof), (b) each Base Rate Loan shall be in a minimum
amount of the lesser of $1,000,000 (and in integral multiples of $100,000 in excess thereof) or the
remaining amount available to be borrowed and (c) no more than ten Eurodollar Loans shall be
outstanding hereunder at any one time. For the purposes of this Section 2.05, all Eurodollar Loans
with the same Interest Periods that begin and end on the same date shall be considered as one Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even
if they begin on the same date, shall be considered separate Eurodollar Loans.



     Section 2.06 Notes.



     If requested by a Lender, the Loans made by each Lender shall be evidenced by a duly executed
Note payable to such Lender in substantially the form of Exhibit 2.06.



     Section 2.07 Reduction of Committed Amount.



     The Borrower shall have the right, upon notice to the Administrative Agent, to permanently
terminate or reduce the aggregate unused amount of the Committed Amount at any time and from time
to time; provided that (a) such notice must be received by the Administrative Agent not
later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (b) each
partial reduction shall be in an aggregate amount at least equal to $5,000,000 and in integral
multiples of $1,000,000 above such amount and (c) no reduction shall be made which would reduce the
Committed Amount to an amount less than the aggregate principal amount of the outstanding Loans.
Any reduction in (or termination of) the Committed Amount shall be permanent and may not be
reinstated. The Committed Amount will be reduced to zero on the Maturity Date.



     Section 2.08 Optional Increase in Committed Amount.



          (a) Subject to the conditions set forth in Section 2.08(b), the Borrower shall have the right
to cause from time to time an increase in the Committed Amount then in effect with the prior
written consent of the Administrative Agent (not to be unreasonably withheld or delayed), but
without the consent of the Lenders, by increasing the Commitment of a Lender who has agreed to
increase its Commitment or by causing a Person that at such time is not a Lender to become a Lender
(an “Additional Lender”).




          (b) Any increase in the Committed Amount shall be subject to the following additional
conditions:




21









 








               (i) such increase shall not be less than $5,000,000 unless the Administrative Agent otherwise
consents, and no such increase shall be permitted if after giving effect thereto the Committed
Amount would exceed $1,000,000,000;



               (ii) no Default shall have occurred and be continuing at the effective date of such increase;



               (iii) on the effective date of such increase, no Eurodollar Loans shall be outstanding or if
any Eurodollar Loans are outstanding, then the effective date of such increase shall be the last
day of the Interest Period in respect of such Eurodollar Loans unless the Borrower pays
compensation required by Section 4.05;



               (iv) no Lender’s Commitment may be increased without the consent of such Lender (which may be
given or withheld in such Lender’s sole and absolute discretion);



               (v) if the Borrower elects to increase the Committed Amount by increasing the Commitment of a
Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent an
agreement substantially in the form of Exhibit 2.08-A (a “Committed Amount Increase
Agreement”), and if requested, the Borrower shall deliver a new Note payable to the order of
such Lender in a principal amount equal to its Commitment after giving effect to such increase, and
otherwise duly completed; and



               (vi) if the Borrower elects to increase the Committed Amount by causing an Additional Lender
to become a party to this Credit Agreement, then the Borrower and such Additional Lender shall
execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit
2.08-B (an “Additional Lender Agreement”), together with an Administrative Questionnaire,
and if requested, the Borrower shall deliver a Note payable to the order of such Additional Lender
in a principal amount equal to its Commitment, and otherwise duly completed.



          (c) Subject to acceptance and recording thereof pursuant to Section 2.08(d), from and after
the effective date specified in the Committed Amount Increase Agreement or the Additional Lender
Agreement (or if any Eurodollar Loans are outstanding, then the last day of the Interest Period in
respect of such Eurodollar Loans, unless the Borrower has paid compensation required by Section
4.05): (A) the amount of the Committed Amount shall be increased as set forth therein, and (B) in
the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party to
this Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender
under this Credit Agreement and the other Loan Documents. In addition, the Lender or the
Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans of
each of the other Lenders (and such Lenders hereby agree to sell and to take all such further
action to effectuate such sale) such that each Lender (including any Additional Lender, if
applicable) shall hold its Pro Rata Share of the outstanding Loans after giving effect to the
increase in the Committed Amount.




          (d) Upon its receipt of a duly completed Committed Amount Increase Agreement or an Additional
Lender Agreement, executed by the Borrower and the Lender or the Borrower and the Additional Lender
party thereto, as applicable, the Administrative




22









 







Questionnaire referred to in Section 2.08(b)(vi), if applicable, and the written consent of the Administrative Agent to such increase required by
Section 2.08(a), the Administrative Agent shall (x) accept such Committed Amount Increase Agreement
or Additional Lender Agreement and record the information contained therein in the Register
required to be maintained by the Administrative Agent pursuant to Section 11.03(c) and (y) amend
and restate Schedule 1.01(a) hereof to set forth all Lenders (including any Additional
Lender) that will be Lenders hereunder after giving effect to such Committed Amount Increase
Agreement or Additional Lender Agreement (which shall be set forth in Annex I to the applicable
Committed Amount Increase Agreement or Additional Lender Agreement, respectively) and distribute to
each Lender (including each Additional Lender) a copy of such amended and restated Schedule
1.01(a). No increase in the Committed Amount shall be effective for purposes of this Credit
Agreement unless it has been recorded in the Register as provided in this Section 2.08(d).




     Section 2.09 Mitigation of Obligations; Replacement of Lenders.



          (a) If any Lender requests compensation under Section 4.04, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 4.01, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
4.04 or Section 4.01, as the case may be, in the future and (ii) would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.




          (b) If (i) any Lender requests compensation under Section 4.04, (ii) the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 4.01, (iii) any Lender becomes a Defaulting Lender, (iv) any Lender has
not approved a proposed waiver, consent or amendment requested by the Borrower by the date
specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior
to such specified date of its intention not to do so), which has been approved by the Required
Lenders, but requires the approval of all Lenders, or (v) if any Lender delivers a notice to the
Borrower or the Administrative Agent pursuant to Section 4.02, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 11.03), all its interests, rights and obligations under this Credit Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (x) if such assignee is not already a Lender
hereunder, the Borrower shall have received the prior written consent of the Administrative Agent,
which consent shall not unreasonably be withheld or delayed, (y) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts, including amounts due under Section 4.05) and (z) in the case of any such assignment
resulting from a claim for compensation under




23









 







Section 4.04 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments. A
Lender shall not be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.




     Section 2.10 Defaulting Lenders.



     Notwithstanding any provision of this Credit 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) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting
Lender pursuant to Section 3.04(a);




          (b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in
determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section
11.06), 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; provided further that the Commitment of a
Defaulting Lender may not be increased and the Maturity Date as it applies to a Defaulting Lender
may not be extended, in each case without the consent of such Defaulting Lender; and




          (c) for the avoidance of doubt, the Borrower shall retain and reserve its other rights and
remedies respecting each Defaulting Lender.




ARTICLE III

PAYMENTS




     Section 3.01 Interest.



          (a) Interest Rate.




               (i) All Base Rate Loans shall accrue interest at the Base Rate.



               (ii) Each Eurodollar Loan shall accrue interest at the Adjusted Eurodollar Rate applicable to
such Eurodollar Loan.



          (b) Default Rate of Interest. Upon the occurrence, and during the continuation, of an
Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and
any other amounts owing hereunder or under the other Credit Documents shall bear interest, payable
on demand, at a per annum rate equal to the Default Rate.




          (c) Interest Payments. Interest on Loans shall be due and payable in arrears on each
Interest Payment Date.





24











 





     Section 3.02 Prepayments.



          (a) Voluntary Prepayments. The Borrower shall have the right, upon notice to the
Administrative Agent, to prepay the Loans in whole or in part from time to time without premium or
penalty; provided, however, that (i) such notice must be received by the
Administrative Agent not later than 11:00 a.m. (A) three Business Days’ prior to any date of
prepayment of Eurodollar Loans and (B) on the date of prepayment of Base Rate Loans, (ii) each such
partial prepayment of Eurodollar Loans shall be in the minimum principal amount of $5,000,000 and
integral multiples of $1,000,000 and (iii) each such partial prepayment of Base Rate Loans shall be
in the minimum principal amount of $1,000,000 and integral multiples of $100,000 or, in the case of
clauses (ii) and (iii), if less than such minimum amounts, the entire principal amount thereof then
outstanding. Amounts prepaid pursuant to this Section 3.02(a) shall be applied as the Borrower may
elect based on the Lenders’ Pro Rata Shares; provided, however, if the Borrower
fails to specify, such prepayment shall be applied by the Administrative Agent, subject to Section
3.08, in such manner as it deems reasonably appropriate.




          (b) Mandatory Prepayments. If at any time the aggregate principal amount of Loans
outstanding exceeds the Committed Amount, the Borrower shall immediately make a principal payment
to the Administrative Agent in a manner and in an amount to be in compliance with Section 2.01 and
as directed by the Administrative Agent.




          (c) Application of Prepayments. All prepayments pursuant to Section 3.02 shall be (i)
unless otherwise directed by the Borrower pursuant to Section 3.02(a), applied first to
Base Rate Loans and second to Eurodollar Loans in direct order of Interest Period
maturities (applied first against those soonest to mature), (ii) subject to Section 4.05 and (iii)
accompanied by the interest on the principal amount prepaid through the date of prepayment.




     Section 3.03 Payment in Full at Maturity.



     On the Maturity Date, the entire outstanding principal balance of all Loans, together with
accrued but unpaid interest and all fees and other sums then owing under the Credit Documents,
including, without limitation, all Borrower Obligations then owing shall be due and payable in
full, unless accelerated sooner pursuant to Section 9.02; provided that if the Maturity
Date is not a Business Day, then such principal, interest, fees and other sums shall be due and
payable in full on the next preceding Business Day.



     Section 3.04 Fees.



          (a) Commitment Fees. The Borrower shall pay to the Administrative Agent, for the pro
rata benefit of each Lender based on its Pro Rata Share of the Committed Amount, a per annum fee
equal to the Applicable Percentage for Commitment Fees for each day during the period of
determination multiplied by the Unused Commitment for each such day (the “Commitment
Fees”). The Commitment Fees shall commence to accrue on the Closing Date and shall be due and
payable in arrears on the last Business Day of each fiscal quarter of the Borrower (as well as on
the Maturity Date and on any date that the Committed Amount is



25









 







reduced) for the fiscal quarter (or
portion thereof) then ending, beginning with the first of such dates to occur after the Closing
Date.



          (b) Administrative Fees. The Borrower agrees to pay to the Administrative Agent, for
its own account, an annual fee as agreed to between the Borrower and the Administrative Agent (the
“Administrative Fees”) in the Fee Letter.




     Section 3.05 Payments Generally.



          (a) No Deductions; Place and Time of Payments. All payments to be made by the
Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall
be made to the Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds
not later than 1:00 p.m. on the date specified herein. Except as contemplated by Section 3.05(f),
the Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as provided herein) of such payment in like funds as received by wire transfer to
such Lender’s Lending Office. All payments received by the Administrative Agent after 1:00 p.m.
shall be deemed received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.




          (b) Payment Dates. Subject to the definition of “Interest Period,” if any
payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall
be made on the next following Business Day, and such extension of time shall be reflected in
computing interest or fees, as the case may be.




          (c) Advances by Administrative Agent. Unless the Borrower or any Lender has notified
the Administrative Agent, prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make
such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may
be, has timely made such payment and may (but shall not be so required to), in reliance thereon,
make available a corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in Dollars and in immediately
available funds, then:




               (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay
to the Administrative Agent the portion of such assumed payment that was made available to such
Lender in Dollars and in immediately available funds, together with interest thereon in respect of
each day from and including the date such amount was made available by the Administrative Agent to
such Lender to the date such amount is repaid to the Administrative Agent in immediately available
funds at the Federal Funds Rate from time to time in effect; and



               (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to
the Administrative Agent the amount thereof in Dollars and in immediately available funds, together
with interest thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such



26









 







amount is recovered by the Administrative
Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from
time to time in effect. If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender
does not pay such amount forthwith upon
the Administrative Agent’s demand therefor, the Administrative Agent may make a demand
therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent,
together with interest thereon for the Compensation Period at a rate per annum equal to the rate of
interest applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent
or the Borrower may have against any Lender as a result of any default by such Lender hereunder.


A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing
under this subsection (c) shall be conclusive, absent manifest error.




          (d) Several Obligations. The obligations of the Lenders hereunder to make Loans and
to fund or purchase Participation Interests are several and not joint. The failure of any Lender
to make any Loan or to fund or purchase any Participation Interest on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its Loan or fund its
Participation Interest.




          (e) Funding Offices. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.




          (f) Defaulting Lender. If any Lender shall fail to make any payment required to be
made by it pursuant to Section 3.05(c) or Section 3.09, then the Administrative Agent may, in its
discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid.




     Section 3.06 Computations of Interest and Fees.



          (a) Calculation of Interest. Except for Base Rate Loans on which interest shall be
computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the
case may be, all computations of interest and fees hereunder shall be made on the basis of the
actual number of days elapsed over a year of 360 days. Interest shall accrue from and including
the Closing Date or from the first date of Borrowing (or from any continuation or conversion
thereof) to but excluding the last day occurring in the period for which such interest is payable.



          (b) Usury. It is the intent of the Lenders and the Borrower to conform to and
contract in strict compliance with applicable usury law from time to time in effect. All
agreements between the Lenders and the Borrower are hereby limited by the provisions of this
paragraph which shall override and control all such agreements, whether now existing or



27









 







hereafter
arising and whether written or oral. In no way, nor in any event or contingency (including but not
limited to prepayment or acceleration of the maturity date of the Borrower Obligations), shall the
interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under
the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law.
If, from any possible construction of any of the Credit
Documents or any other document, interest would otherwise be payable in excess of the maximum
nonusurious amount, any such construction shall be subject to the provisions of this paragraph and
interest owing pursuant to such documents shall be automatically reduced to the maximum nonusurious
amount permitted under applicable law, without the necessity of execution of any amendment or new
document. If any Lender shall ever receive anything of value which is characterized as interest on
the Loans under applicable law and which would, apart from this provision, be in excess of the
maximum lawful amount, an amount equal to the amount which would have been excessive interest
shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and
not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to
the extent such amount which would have been excessive exceeds such unpaid principal amount of the
Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the
Credit Documents does not include the right to receive any interest which has not otherwise accrued
on the date of such demand, and the Lenders do not intend to charge or receive any unearned
interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with
respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full stated term (including any renewal or extension) of the
Loans so that the amount of interest on account of the Loans does not exceed the maximum
nonusurious amount permitted by applicable law.



     Section 3.07 Evidence of Debt.



     The Loans made by each Lender shall be evidenced by one or more accounts or records maintained
by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments
thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrower hereunder to pay any amount owing with respect to the
Borrower Obligations. In the event of any conflict between the accounts and records maintained by
any Lender and the accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.
Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the accounts and
records of any Lender in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error.



     Section 3.08 Pro Rata Treatment.



     Except to the extent otherwise provided herein, each Borrowing, each payment or prepayment of
principal of any Loan, each payment of interest, each payment of fees (other than



28









 







Administrative
Fees paid to the Administrative Agent for its own account), each conversion or continuation of any
Loans and each reduction in the Committed Amount, shall be allocated pro rata among the relevant
Lenders in accordance with their Pro Rata Shares; provided that, if any Lender shall have failed to
pay its Pro Rata Share of any Loan or purchase or fund its Participation Interest, then any amount
to which such Lender would otherwise be entitled pursuant to this Section 3.08 shall instead be
payable to the Administrative Agent until the share
of such Loan or such Participation Interest not purchased or funded by such Lender has been
purchased or funded unless such Lender’s obligations are the subject of a good faith dispute. In
the event any principal, interest, fee or other amount paid to any Lender pursuant to this Credit
Agreement or any other Credit Document is rescinded or must otherwise be returned by the
Administrative Agent, (a) such principal, interest, fee or other amount that had been satisfied by
such payment shall be revived, reinstated and continued in full force and effect as if such payment
had not occurred and (b) such Lender shall, upon the request of the Administrative Agent, repay to
the Administrative Agent the amount so paid to such Lender, with interest for the period commencing
on the date such payment is returned by the Administrative Agent until the date the Administrative
Agent receives such repayment at a rate per annum equal to the Federal Funds Rate if repaid within
two Business Days after such request and thereafter the Base Rate.



     Section 3.09 Sharing of Payments.



     The Lenders agree among themselves that, except to the extent otherwise provided herein, in
the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing
to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien
or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other
security or interest arising from, or in lieu of, such secured claim, received by such Lender under
any applicable Debtor Relief Law or other similar law or otherwise, or by any other means, in
excess of its Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender
shall promptly pay in cash or purchase from the other Lenders a participation in such Loans and
other obligations in such amounts, and make such other adjustments from time to time, as shall be
equitable to the end that all Lenders share such payment in accordance with their Pro Rata Shares.
The Lenders further agree among themselves that if payment to a Lender obtained by such Lender
through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid
shall be rescinded or must otherwise be returned, each Lender which shall have shared the benefit
of such payment shall, by payment in cash or a repurchase of a participation theretofore sold,
return its share of that benefit (together with its share of any accrued interest payable with
respect thereto) to each Lender whose payment shall have been rescinded or otherwise returned. The
Borrower agrees that (a) any Lender so purchasing such a participation may, to the fullest extent
permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim,
with respect to such participation as fully as if such Lender were a holder of such Loan or other
obligation in the amount of such participation and (b) the Borrower Obligations that have been
satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated
and continued in full force and effect as if such payment had not occurred. Except as otherwise
expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail
to remit to any other Lender or the Administrative Agent an amount payable by such Lender or the
Administrative Agent to such other Lender or the Administrative Agent pursuant to this Credit
Agreement on the date when such amount is due, such payments shall be made together with



29









 







interest
thereon for each date from the date such amount is due until the date such amount is paid to the
Administrative Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. If
under any applicable Debtor Relief Law or other similar law, any Lender receives a secured claim in
lieu of a setoff to which this Section 3.09 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with the rights of the
Lenders under this Section 3.09 to share in the benefits of any recovery on such secured claim.



ARTICLE IV

TAXES, YIELD PROTECTION AND ILLEGALITY




     Section 4.01 Taxes.



          (a) Any and all payments by the Borrower to or for the account of the Lenders under any Credit
Document shall be made free and clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and
all liabilities with respect thereto, excluding (i) income or franchise taxes (including
margin taxes) imposed on (or measured by) its gross or net income by the United States of America,
or by the jurisdiction under the Requirements of Law of which such recipient is organized or in
which its principal office is located or, in which it is otherwise deemed to be engaged in a trade
or business for Tax purposes or, in the case of any Lender, in which its applicable lending office
is located, and (ii) any branch profits taxes imposed by the United States of America or any
similar tax imposed by any other jurisdiction (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being
hereinafter referred to as “Taxes”). If the Borrower shall be required by any laws to
deduct any Taxes or Other Taxes from or in respect of any sum payable under any Credit Document to
a Lender, (i) the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section), such
Lender receives an amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with applicable laws, and (iv)
the Borrower shall make commercially reasonable efforts to obtain a governmental receipt within the
time frame customary for the relevant taxing authority, and shall furnish to such Lender the
original or a certified copy of such receipt within 30 days of receiving such receipt.



          (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or
documentary taxes and any other excise or property taxes or charges or similar levies which arise
from any payment made under any Credit Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Credit Document (hereinafter
referred to as “Other Taxes”).



          (c) The Borrower agrees to indemnify each Lender for (i) the full amount of Taxes and Other
Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts
payable under this Section) paid by each Lender, (ii) amounts payable under Section 4.01(a) and
(iii) any liability (including additions to tax, penalties, interest and expenses) arising
therefrom or with respect thereto, in each case whether or not such Taxes or



30









 







Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under
this subsection (c) shall be made within 30 days after the date a Lender makes a demand therefor.



          (d) Each payment hereunder or under any other Credit Document by or on behalf of the Borrower
shall be made by a payor that is a United States person. For purposes of this subsection (d), the
term “United States person” shall have the meanings specified in Section 7701 of the Code.



          (e) Each Lender that is a foreign corporation, foreign partnership or foreign trust within the
meaning of the Code (“Foreign Lender”) shall deliver to the Administrative Agent, prior to
receipt of any payment subject to withholding under the Code, two duly signed completed copies of
either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it
to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign
Lender by the Borrower pursuant to this Credit Agreement), as appropriate, or IRS Form W-8ECI or
any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower
pursuant to this Credit Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of,
United States withholding tax. Thereafter and from time to time, each such Foreign Lender shall
(i) promptly submit to the Administrative Agent such additional duly completed and signed copies of
one of such forms (or such successor forms as shall be adopted from time to time by the relevant
United States taxing authorities), as appropriate, as may reasonably be requested by the Borrower
or the Administrative Agent and then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative
Agent of any available exemption from or reduction of, United States withholding taxes in respect
of all payments to be made to such Foreign Lender by the Borrower pursuant to this Credit
Agreement, (ii) promptly notify the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (iii) take such steps as shall not
be materially disadvantageous to it, in the reasonable judgment of such Foreign Lender, and as may
be reasonably necessary (including the re-designation of its Lending Office) to avoid any
Requirement of Law that the Borrower make any deduction or withholding for taxes from amounts
payable to such Foreign Lender. If the forms or other evidence provided by such Foreign Lender at
the time such Foreign Lender first becomes a party to this Credit Agreement indicate a United
States interest withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes; provided, however, that, if at the date of any assignment pursuant
to which a Lender becomes a party to this Credit Agreement, the assignor Lender was entitled to
payments under Section 4.01(a) in respect of United States withholding tax with respect to interest
paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding
taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United
States withholding tax, if any, applicable with respect to the assignee Lender on such date. If
such Foreign Lender fails to deliver the above forms or other evidence, then the Administrative
Agent may withhold from any interest payment to such Foreign Lender an amount equal to the
applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If
any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax
or other amount from payments made in respect of such Foreign Lender, such Foreign Lender shall
indemnify the Administrative Agent therefor,



31









 







including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section
4.01(e), and costs and expenses (including the reasonable fees and expenses of legal counsel) of
the Administrative Agent. For any period with respect to which a Lender has failed to provide the
Borrower with the above forms or other evidence (other than if such failure is due to a change in
the applicable Requirement of Law, or in the interpretation or application thereof, occurring after
the date on which such form or other evidence originally was required to be provided or if such
form or other evidence otherwise is not required), such Foreign Lender shall not be entitled to
indemnification under subsection (a) or (c) of this Section 4.01 with respect to Taxes imposed by
the United States by reason of such failure; provided, however, that should a Lender become
subject to Taxes because of its failure to deliver such form or other evidence required
hereunder, the Borrower shall take such steps as such Foreign Lender shall reasonably request to
assist such Foreign Lender in recovering such Taxes. The obligations of the Lenders under this
Section 4.01(e) shall survive the payment of all Borrower Obligations and the resignation or
replacement of the Administrative Agent.



          (f) In the event that an additional payment is made under this Section 4.01 for the account of
any Lender and such Lender, in its reasonable judgment, determines that it has finally and
irrevocably received or been granted a credit against or release or remission for, or repayment of,
any tax paid or payable by it in respect of or calculated with reference to the deduction or
withholding giving rise to such payment, such Lender shall, to the extent that it determines that
it can do so without prejudice to the retention of the amount of such credit, relief, remission or
repayment, pay to the Borrower such amount as such Lender shall, in its reasonable judgment, have
determined to be attributable to such deduction or withholding and which will leave such Lender
(after such payment) in no worse position than it would have been in if the Borrower had not been
required to make such deduction or withholding. Nothing herein contained shall interfere with the
right of a Lender to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender
to claim any tax credit or to disclose any information relating to its tax affairs or any
computations in respect thereof or require any Lender to do anything that would prejudice its
ability to benefit from any other credits, reliefs, remissions or repayments to which it may be
entitled.



     Section 4.02 Illegality.



     If a Lender determines that any Requirement of Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for such Lender or its Lending Office to
make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower, any obligation of such
Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Borrower that the circumstances giving rise
to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon
demand from such Lender, prepay or, if applicable, convert all applicable Eurodollar Rate Loans of
such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or
converted. Each Lender agrees to designate a different



32









 







Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise
be materially disadvantageous to such Lender.



     Section 4.03 Inability to Determine Eurodollar Rate.



     If the Administrative Agent determines that for any reason adequate and reasonable means do
not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or that the Eurodollar Base Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the
cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the
Borrower. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes such notice.
Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of a Eurodollar Rate Loan or, failing that, will be deemed to have
converted such request into a request for a Borrowing of a Base Rate Loan in the amount specified
therein.



     Section 4.04 Increased Cost and Reduced Return; Capital Adequacy.



          (a) If a Lender determines that as a result of the introduction of or any change in or in the
interpretation of any Requirement of Law, or such Lender’s compliance therewith, there shall be any
increase in the cost to such Lender of agreeing to make or making, funding or maintaining
Eurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in
connection with any of the foregoing (excluding for purposes of this subsection (a) any such
increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
4.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross
income by the United States or any foreign jurisdiction or any political subdivision of either
thereof under the laws of which such Lender is organized or has its Lending Office, and (iii)
reserve requirements utilized in the determination of the Eurodollar Rate), then from time to time
upon demand of such Lender and upon presentment of written documentation (in the form of a detailed
calculation and explanation), the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction, provided such increased cost or
reduction is related solely to Borrowings under this Credit Agreement.



          (b) If a Lender determines that the introduction of any law regarding capital adequacy or any
change therein or in the interpretation thereof, or compliance by such Lender (or its Lending
Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or
any Person controlling such Lender as a consequence of such Lender’s obligations hereunder (taking
into consideration its policies with respect to capital adequacy and such Lender’s desired return
on capital), then from time to time upon demand of such Lender, the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such reduction.



     Section 4.05 Funding Losses.



33









 





     Upon demand of any Lender from time to time, the Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result
of:



          (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise); or




          (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a
Loan) to borrow, continue, convert or prepay any Loan other than a Base Rate Loan on the date or in
the amount notified by the Borrower,



including any loss, cost or expense (other than loss of the Applicable Margin) arising from the
liquidation or reemployment of funds obtained by such Lender to maintain such Loan or from fees
payable to terminate the deposits from which such funds were obtained. The Borrower shall
also pay any customary administrative fees charged by such Lender in connection with the foregoing.



For purposes of calculating amounts payable by the Borrower to a Lender under this Section 4.05,
such Lender shall be deemed to have funded each Eurodollar Rate Loan at the Eurodollar Base Rate
used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in
the London interbank eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Loan was in fact so funded.




     Section 4.06 Requests for Compensation.



     A certificate of a Lender claiming compensation under this Article IV and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, a Lender may use any reasonable averaging and
attribution methods.



     Section 4.07 Survival.



     All of the Borrower’s obligations under this Article IV shall survive termination of the
Commitments and repayment of all other Borrower Obligations hereunder.



ARTICLE V

CONDITIONS PRECEDENT




     Section 5.01 Closing Conditions.



     The obligation of the Lenders to enter into this Credit Agreement is subject to satisfaction
(or waiver) on the Closing Date of the following conditions precedent:



          (a) Executed Credit Documents. Receipt by the Administrative Agent of duly executed
copies of this Credit Agreement, the Notes in favor of each Lender requesting a Note, and all other
Credit Documents, each in form and substance acceptable to the Lenders.



34









 





          (b) Corporate Documents. Receipt by the Administrative Agent of the following:




     (i) Charter Documents. Copies of the articles of incorporation or
other charter documents of the Borrower certified to be true and complete as of a
recent date by the appropriate Governmental Authority of the state or other
jurisdiction of its incorporation and certified by a secretary or assistant
secretary of the Borrower to be true and correct as of the Closing Date.




     (ii) Bylaws. A copy of the bylaws of the Borrower certified by a
secretary or assistant secretary of the Borrower to be true and correct as of the
Closing Date.




     (iii) Resolutions. Copies of resolutions of the board of directors of
the Borrower approving the transactions contemplated by this Credit Agreement and
authorizing certain officers of the Borrower to negotiate, execute and deliver the
Credit Documents, certified by a secretary or assistant secretary of the
Borrower to be true and correct and in full force and effect as of the Closing Date.




     (iv) Incumbency. An incumbency certificate of the Borrower certified
by a secretary or assistant secretary of the Borrower to be true and correct as of
the Closing Date.




     (v) Good Standing. Copies of certificates of good standing, existence
or their equivalent with respect to the Borrower, certified as of a recent date by
the appropriate Governmental Authority of the state of its incorporation.



          (c) Opinions of Counsel. Receipt by the Administrative Agent of such opinions from
legal counsel to the Borrower, addressed to the Lenders, dated as of the Closing Date, and covering
matters that customarily are addressed in connection with the transactions contemplated by this
Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent.




          (d) Financial Statements. Receipt by the Administrative Agent of a copy of (i) the
annual consolidated financial statements (including balance sheets, income statements and cash flow
statements) of the Borrower and its Subsidiaries for fiscal years 2007 and 2008, audited by
independent public accountants of recognized national standing and (ii) such other financial
information regarding the Borrower as the Administrative Agent may reasonably request.




          (e) Fees and Expenses. Payment by the Borrower of all fees and expenses invoiced by,
and owed by it to, the Administrative Agent, the Syndication Agent or any Lender.




          (f) Litigation. There shall be no material actions, suits, investigations or legal,
equitable, arbitration or administrative proceedings pending or, to the knowledge of the Borrower,
threatened against the Borrower which have not been disclosed in the Borrower’s reports filed with
the SEC and which would have or would reasonably be expected to have a Material Adverse Effect.





35









 








          (g) Material Adverse Effect. Since December 31, 2008, there has occurred no Material
Adverse Effect.




          (h) Officer’s Certificate. The Administrative Agent shall have received a certificate
or certificates executed by a Financial Officer as of the Closing Date stating that (i) the
Borrower is in compliance in all material respects with all existing material financial
obligations, (ii) no action, suit, investigation or proceeding is pending or, to such Financial
Officer’s knowledge, threatened in any court or before any arbitrator or governmental
instrumentality that purports to affect the Borrower or any transaction contemplated by the Credit
Documents, if such action, suit, investigation or proceeding would have or would reasonably be
expected to have a Material Adverse Effect, (iii) the financial statements and information
delivered to the Lenders on or before the Closing Date were prepared in good faith and in
accordance with GAAP except to the extent of items that are immaterial in the aggregate and except
that the quarterly financial statements are unaudited and are subject to year-end adjustments, and
(iv) immediately after giving effect to this Credit Agreement, the other Credit Documents and all
the transactions contemplated therein to occur on such date, (A) no Default or Event of Default
exists, (B) all
representations and warranties contained herein and in the other Credit Documents are true and
correct in all material respects on and as of the date made, (C) the Borrower is Solvent and (D) as
of the fiscal year ended December 31, 2008, the Borrower is in compliance with the financial
covenant set forth in Section 7.02, as demonstrated by the calculations set forth on a Schedule
attached thereto.




          (i) Other. Receipt by the Lenders of such other documents, instruments, agreements or
information as reasonably requested by any Lender.




     Section 5.02 Conditions to Loans.



     The Lenders shall not be obligated to make a Loan unless:



          (a) Notice of Borrowing. The Borrower shall have timely delivered a duly executed and
completed Notice of Borrowing in conformance with all the terms and conditions of this Credit
Agreement.




          (b) Representations and Warranties. The representations and warranties of the
Borrower set forth in this Credit Agreement (other than those set forth in Section 6.08) and all
other Credit Documents shall be true and correct on and as of the date of such Loan.




          (c) No Default. No Default or Event of Default shall exist or be continuing either
prior to or after giving effect to such Loan.




          (d) Availability. Immediately after giving effect to the making of such Loan, the
aggregate amount of Loans outstanding shall not exceed the Committed Amount.




     The delivery of each Notice of Borrowing shall constitute a representation and warranty by the
Borrower of the correctness of the matters specified in subsections (b), (c) and (d) above.



36









 





ARTICLE VI

REPRESENTATIONS AND WARRANTIES




     The Borrower hereby represents and warrants to the Lenders that:



     Section 6.01 Organization and Good Standing.



     The Borrower (a) is a corporation, duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) is duly qualified and in good standing as a
foreign entity authorized to do business in every other jurisdiction where the failure to so
qualify would have a Material Adverse Effect and (c) has the requisite power and authority to own
its properties and to carry on its business as now conducted and as proposed to be conducted.



     Section 6.02 Due Authorization.



     The Borrower (a) has the requisite power and authority to execute, deliver and perform this
Credit Agreement and the other Credit Documents and to incur the obligations herein and
therein provided for and (b) has been authorized by all necessary action to execute, deliver
and perform this Credit Agreement and the other Credit Documents.



     Section 6.03 No Conflicts.



     Neither the execution and delivery of this Credit Agreement and the other Credit Documents,
nor the consummation of the transactions contemplated herein and therein, nor performance of and
compliance with the terms and provisions hereof and thereof by the Borrower will (a) violate or
conflict with any provision of its organizational documents, (b) violate, contravene or conflict
with any Requirement of Law or any law, regulation (including without limitation, Regulation U and
Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate,
contravene or conflict with contractual provisions of, or cause an event of default under, any
indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to
which it is a party or by which it may be bound, the violation of which would constitute a Material
Adverse Effect or (d) result in or require the creation of any Lien upon or with respect to its
properties.



     Section 6.04 Consents.



     No consent, approval, authorization or order of, or filing, registration or qualification
with, any court or Governmental Authority or third party is required in connection with the
execution, delivery or performance of this Credit Agreement or any of the other Credit Documents
that has not been obtained or made.



     Section 6.05 Enforceable Obligations.



     This Credit Agreement and the other Credit Documents have been duly executed and delivered and
constitute the legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms, except as may be limited by



37









 







Debtor Relief Laws
or similar laws affecting creditors’ rights generally or by general equitable principles.



     Section 6.06 Financial Condition.



     The financial statements delivered to the Lenders pursuant to Section 5.01(d) and pursuant to
Sections 7.01(a) and (b): (a) have been prepared in accordance with GAAP except to the extent of
items that are immaterial in the aggregate and except that the quarterly financial statements are
unaudited and are subject to year-end adjustments and have fewer footnotes than annual statements
and (b) present fairly in all material respects the financial condition, results of operations and
cash flows of the Borrower and its Subsidiaries as of such date and for such periods. No opinion
provided with respect to the Borrower’s financial statements pursuant to Section 7.01 (or as to any
prior annual financial statements) has been withdrawn.



     Section 6.07 No Default.



     No Default or Event of Default presently exists and is continuing.



     Section 6.08 Litigation.



     As of the Closing Date, except as disclosed in the Borrower’s SEC filings or otherwise
disclosed in writing to the Lenders, there are no actions, suits, investigations or legal,
equitable, arbitration or administrative proceedings pending or, to the knowledge of the Borrower,
threatened against the Borrower which would have or would reasonably be expected to have a Material
Adverse Effect.



     Section 6.09 Taxes.



     The Borrower has filed, or caused to be filed, all material tax returns (federal, state, local
and foreign) required to be filed and paid all amounts of taxes shown thereon to be due (including
interest and penalties) and has paid all other taxes, fees, assessments and other governmental
charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing
by it, except for such taxes which are not yet delinquent or that are being contested in good faith
and by proper proceedings, and against which adequate reserves are being maintained in accordance
with GAAP.



     Section 6.10 Compliance with Law.



     Except as disclosed in the Borrower’s SEC filings or otherwise disclosed in writing to the
Lenders, the Borrower is in compliance with all laws, rules, regulations, orders and decrees
applicable to it or to its properties, unless such failure to comply has not had or would not
reasonably be expected to have a Material Adverse Effect.



     Section 6.11 ERISA.



     Except as would not result or reasonably be expected to result in a Material Adverse Effect:



38









 





          (a) During the five-year period prior to the date on which this representation is made or
deemed made: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no
event or condition has occurred or exists as a result of which any Termination Event would be
reasonably expected to occur; (ii) no “accumulated funding deficiency,” as such term is defined in
Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect
to any Single Employer Plan; (iii) each Plan has been maintained, operated, and funded in material
compliance with its terms and the provisions of ERISA, the Code, and any other applicable federal
or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen or is reasonably likely
to arise on account of any Plan.




          (b) The aggregate actuarial present value of all accumulated plan benefits of all Single
Employer Plans (determined utilizing the assumptions used for purposes of Statement of Financial
Accounting Standards No. 35) did not, as of the most recent valuation dates reflected in the
Borrower’s annual financial statements contained in the Borrower’s most recent Form 10-K, exceed
the aggregate fair market value of the assets of all such Single Employer Plans, except as
disclosed in the Borrower’s financial statements.




          (c) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of
the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any
Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has
received any notification that any Multiemployer Plan is in reorganization
(within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section
4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA).




          (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of
the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has
subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any
liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under
any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed
or is required to indemnify any person against any such liability.




          (e) The aggregate actuarial present value of all accumulated post-retirement benefit
obligations of the Borrower and the ERISA Affiliates (determined utilizing the assumptions used for
purposes of Statement of Financial Accounting Standards No. 106) under Plans which are welfare
benefit plans (as defined in Section 3(1) of ERISA), as of the most recent valuation dates
reflected in the Borrower’s annual financial statements contained in the Borrower’s most recent
form 10-K, are reflected on such financial statements in accordance with Statement of Financial
Accounting Standards No. 106.




     Section 6.12 Use of Proceeds; Margin Stock.



     The proceeds of the Loans hereunder will be used solely for the purposes specified in Section
7.08. The Borrower is not incurring the Indebtedness evidenced by the Notes hereunder for the
purpose, directly or indirectly, of purchasing or carrying Margin Stock, except the Borrower may
purchase its common stock, if after giving effect to such purchases, such Indebtedness would not
violate any Requirement of Law. Neither the Borrower nor any of its



39









 







Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying Margin Stock.



     Section 6.13 Government Regulation.



     The Borrower is not an “investment company” registered or required to be registered under the
Investment Company Act of 1940, as amended, or controlled by such a company.



     Section 6.14 Solvency.



     The Borrower is and, after the consummation of the transactions contemplated by this Credit
Agreement, will be Solvent.



     Section 6.15 Disclosure.



     Neither this Credit Agreement nor any financial statements delivered to the Lenders nor any
other document, certificate or statement furnished to the Lenders by or on behalf of the Borrower
in connection with the transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements contained therein
or herein, in light of the circumstances under which they were made, taken as a whole, not
misleading.



     Section 6.16 Environmental Matters.



     Except as would not result or reasonably be expected to result in a Material Adverse Effect:
(a) each of the properties of the Borrower (the “Properties”) and all operations at the
Properties are in substantial compliance with all applicable Environmental Laws, (b) there is no
undocumented or unreported violation of any Environmental Law with respect to the Properties or the
businesses operated by the Borrower (the “Businesses”) that the Borrower is aware of, and
(c) there are no conditions relating to the Businesses or Properties that have given rise to or
would reasonably be expected to give rise to a liability under any applicable Environmental Laws.



     Section 6.17 Insurance.



     The properties of the Borrower and its Subsidiaries are insured with financially sound and
reputable insurance companies, in such amounts (after giving effect to any self-insurance
compatible with the following standards), with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning similar properties in
localities where the Borrower or the applicable Subsidiary operates.



ARTICLE VII

AFFIRMATIVE COVENANTS




     The Borrower hereby covenants and agrees that so long as this Credit Agreement or any other
Credit Document is in effect and until the Loans, together with interest, fees and other
obligations hereunder (other than contingent indemnification or expense reimbursement obligations),
have been paid in full and all the Commitments shall have terminated:



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     Section 7.01 Information Covenants.



     The Borrower will furnish, or cause to be furnished, to the Administrative Agent, which in
turn shall distribute promptly to the Lenders:



          (a) Annual Financial Statements. As soon as available, and in any event within 75
days after the close of each fiscal year of the Borrower, a consolidated balance sheet, income
statement and statement of cash flows of the Borrower and its Subsidiaries, as of the end of such
fiscal year, setting forth in comparative form figures for the preceding fiscal year, all such
financial information described above to be in reasonable form and detail and, in each case,
audited by independent certified public accountants of recognized national standing reasonably
acceptable to the Lenders and whose opinion shall be furnished to the Lenders, and shall be to the
effect that such financial statements have been prepared in accordance with GAAP (except to the
extent of items that are immaterial in the aggregate and except for changes with which such
accountants concur) and shall not be limited as to the scope of the audit or qualified in any
respect. Notwithstanding the above, it is understood and agreed that delivery of the Borrower’s
applicable Form 10-K shall satisfy the requirements of this Section 7.01(a).



          (b) Quarterly Financial Statements. As soon as available, and in any event within 45
days after the close of each fiscal quarter of the Borrower (other than the fourth fiscal quarter),
a consolidated balance sheet, income statement and statement of cash flows of the Borrower and its
Subsidiaries as of the end of such fiscal quarter, in each case setting forth in comparative form
figures for the corresponding period of the preceding fiscal year, all such financial information
described above to be in reasonable form and detail and reasonably
acceptable to the Lenders, and, in each case, accompanied by a certificate of a Financial
Officer of the Borrower to the effect that such quarterly financial statements fairly present in
all material respects the financial condition of such Person and have been prepared in accordance
with GAAP (except to the extent of items that are immaterial in the aggregate), subject to changes
resulting from audit and normal year-end audit adjustments. Notwithstanding the above, it is
understood and agreed that delivery of the Borrower’s applicable Form 10-Q shall satisfy the
requirements of this Section 7.01(b).



          (c) Officer’s Certificate. Within 75 days of the end of each fiscal year and within
45 days of the end of each fiscal quarter (other than the fourth fiscal quarter), a certificate of
a Financial Officer substantially in the form of Exhibit 7.01(c): (i) setting forth
calculations demonstrating compliance by the Borrower with the financial covenant set forth in
Section 7.02 as of the end of such fiscal period; (ii) stating that no Default or Event of Default
exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof
and what action the Borrower proposes to take with respect thereto; and (iii) notifying the
Administrative Agent of the posting of any documents referred to in Section 7.01(a) and (b).



          (d) Electronic Delivery Permitted. Documents required to be delivered pursuant to
Section 7.01(a) and (b) (to the extent such documents are filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the
Internet at www.bakerhughes.com; (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the



41









 







Administrative
Agent have access (whether a commercial, third-party website or sponsored by the Administrative
Agent); or (iii) filed with the SEC. Notwithstanding anything contained in this Section 7.01(d),
in every instance the Borrower shall be required to provide paper copies of the compliance
certificate required by Section 7.01(c) to the Administrative Agent. Except for such compliance
certificates, the Administrative Agent shall have no obligation to maintain copies of the documents
referred to in Sections 7.01(a) and (b), and in any event the Administrative Agent shall have no
obligation to request the delivery of the documents referred to in Section 7.01(a), (b) or (c).



          (e) Notices. Upon the Borrower’s obtaining knowledge thereof, the Borrower will give
written notice to the Administrative Agent within five Business Days of (i) the occurrence of a
Default or Event of Default, specifying the nature and extent thereof and what action the Borrower
proposes to take with respect thereto, (ii) any change in the Debt Rating and (iii) the occurrence
of any of the following with respect to the Borrower (A) the pendency or commencement of any
litigation, arbitration or governmental proceeding against the Borrower which, if adversely
determined, would have or would reasonably be expected to have a Material Adverse Effect or (B) the
institution of any proceedings against the Borrower with respect to, or the receipt of notice by
such Person of potential liability or responsibility for violation or alleged violation of, any
federal, state or local law, rule or regulation (including, without limitation, any Environmental
Law), the violation of which constitutes a Material Adverse Effect. The Borrower will immediately
give written notice to the Administrative Agent of any change in the fiscal year of the Borrower.



          (f) ERISA. Upon the Borrower or any ERISA Affiliate obtaining knowledge thereof, the
Borrower will give written notice to the Administrative Agent promptly (and in any
event within five Business Days) of any of the following which would result in or reasonably
would be expected to result in a Material Adverse Effect: (i) any event or condition, including,
but not limited to, any Reportable Event, that constitutes, or would be reasonably expected to lead
to, a Termination Event; (ii) with respect to any Multiemployer Plan, the receipt of notice as
prescribed in ERISA or otherwise of any withdrawal liability assessed against the Borrower or any
of its ERISA Affiliates, or of a determination that any Multiemployer Plan is in reorganization or
insolvent (both within the meaning of Title IV of ERISA); or (iii) the failure to make full payment
on or before the due date (including extensions) thereof of all amounts which the Borrower or any
of its Subsidiaries or ERISA Affiliates is required to contribute to each Plan pursuant to its
terms and as required to meet the minimum funding standard set forth in ERISA and the Code with
respect thereto; in each case together with a description of any such event or condition or a copy
of any such notice and a statement by an officer of the Borrower briefly setting forth the details
regarding such event, condition, or notice, and the action, if any, which has been or is being
taken or is proposed to be taken with respect thereto.



          (g) Other Information. With reasonable promptness upon any such request, such other
information regarding the business, properties or financial condition of the Borrower as any Lender
may reasonably request.



     Section 7.02 Funded Indebtedness-to-Capitalization.



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     The Borrower shall at all times maintain a ratio of (a) the aggregate principal amount of
Funded Indebtedness of the Borrower and its Subsidiaries to (b) Total Capitalization that is less
than or equal to .60 to 1.0.



     Section 7.03 Preservation of Existence and Franchises.



          (a) The Borrower will do all things necessary to preserve and keep in full force and effect
its existence and rights, franchises and authority.




          (b) The Borrower will, and will cause its Subsidiaries to, generally maintain its properties
in good condition and not waste or otherwise permit such properties to deteriorate, reasonable wear
and tear excepted.




     Section 7.04 Books and Records.



     The Borrower will, and will cause its Subsidiaries to, keep complete and accurate books and
records of its transactions, in all material respects, in accordance with good accounting practices
on the basis of GAAP (including the establishment and maintenance of appropriate reserves).



     Section 7.05 Compliance with Law.



     The Borrower will, and will cause its Subsidiaries to, comply with all Requirements of Law and
all other laws (including, without limitation, all Environmental Laws and ERISA laws),
rules, regulations (including without limitation, Regulation U and Regulation X), and orders,
and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its
properties, if the failure to comply would have or would reasonably be expected to have a Material
Adverse Effect or would violate any restrictions on its ability to incur or assume Indebtedness.



     Section 7.06 Payment of Taxes and Other Indebtedness.



     The Borrower will, and will cause its Subsidiaries to, pay, settle or discharge (a) all taxes,
assessments and governmental charges or levies imposed upon it, or upon its income or profits, or
upon any of its properties, before they shall become delinquent, (b) all lawful claims (including
claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of
its properties, and (c) all of its other Indebtedness as it shall become due (to the extent such
repayment is not otherwise prohibited by this Credit Agreement); provided, however,
that the Borrower shall not be required to pay any such tax, assessment, charge, levy, claim or
Indebtedness which is being contested in good faith by appropriate proceedings and as to which
adequate reserves therefor have been established in accordance with GAAP, unless the failure to
make any such payment would have or would be reasonably expected to have a Material Adverse Effect.



43









 





     Section 7.07 Insurance.



     The Borrower will, and will cause its Subsidiaries to, at all times maintain in full force and
effect insurance (including worker’s compensation insurance and general liability insurance) in
such amounts, covering such risks and liabilities and with such deductibles or self-insurance
retentions as are in accordance with normal industry practice.



     Section 7.08 Use of Proceeds.



     The proceeds of the Loans may be used for general corporate purposes of the Borrower and its
respective subsidiaries.



     Section 7.09 Audits/Inspections.



     Upon reasonable notice and during normal business hours, at the reasonable request of any
Lender, the Borrower will, and will cause its Subsidiaries to, permit representatives appointed by
the Administrative Agent, including, without limitation, independent accountants, agents,
attorneys, and appraisers to visit and inspect the Borrower’s and its Subsidiaries’ property,
including its books and records, its accounts receivable and inventory, the Borrower’s and its
Subsidiaries’ facilities and its other business assets, and to make photocopies or photographs
thereof and to write down and record any information such representative obtains and shall permit
the Administrative Agent or its representatives to investigate and verify the accuracy of
information provided to the Administrative Agent and to discuss all such matters with the officers,
employees and representatives of the Borrower and its Subsidiaries; provided, that an
officer or authorized agent of the Borrower and its Subsidiaries shall be present during any such
discussions between the officers, employees or representatives of the Borrower and its Subsidiaries
and the representatives of the Administrative Agent, and provided further that any such nonpublic
information obtained by any Person during such audit or inspection shall be treated as confidential
information in accordance with the disclosure standards set forth in
Section 11.15. Any information obtained by the Administrative Agent shall be made available
to any Lender upon such Lender’s request.



ARTICLE VIII

NEGATIVE COVENANTS




     The Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect
and until the Loans, together with interest, fees and other obligations hereunder (other than
contingent indemnification or expense reimbursement obligations), have been paid in full and all
the Commitments shall have terminated:



     Section 8.01 Nature of Business.



     The Borrower will not, nor will it permit its Subsidiaries to, materially alter the character
of its business from that conducted as of the Closing Date.



     Section 8.02 Fundamental Changes.




44











 





     The Borrower will not, nor will it permit its Significant Subsidiaries to (i) enter into any
transaction of merger; (ii) consolidate, liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution); or (iii) sell all or substantially all of its assets; provided
that, so long as no Event of Default shall exist or be caused thereby, a Person may be merged or
consolidated with or into or sell all or substantially all of its assets to the Borrower or one of
its Significant Subsidiaries so long as (a) the Borrower or a Significant Subsidiary is the
surviving entity and (b) if the transaction is between the Borrower and one of its Significant
Subsidiaries, the Borrower is the surviving entity.



     Section 8.03 Affiliate Transactions.



     Other than transactions between or among any of the Borrower or any Wholly-Owned Subsidiaries
of the Borrower, the Borrower will not, nor will it permit its Subsidiaries to, enter into any
transaction or series of transactions, whether or not in the ordinary course of business, with any
Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a
comparable arm’s-length transaction with a Person other than an Affiliate.



     Section 8.04 Liens.



     The Borrower will not, nor will it permit its Subsidiaries to, contract, create, incur, assume
or permit to exist any Lien with respect to any of its property or assets of any kind (whether real
or personal, tangible or intangible), whether now owned or hereafter acquired, securing any
Indebtedness other than the following:



          (a) Liens securing Borrower Obligations;




          (b) Liens for taxes not yet due or Liens for taxes being contested in good faith by
appropriate proceedings for which adequate reserves determined in accordance with GAAP have been
established (and as to which the property subject to any such Lien is not yet subject to
foreclosure, sale or loss on account thereof);




          (c) Liens in respect of property imposed by law arising in the ordinary course of business
such as materialmen’s, mechanics’, warehousemen’s, carrier’s, landlords’ and other nonconsensual
statutory Liens which are not yet due and payable, which have been in existence less than 90 days
or which are being contested in good faith by appropriate proceedings for which adequate reserves
determined in accordance with GAAP have been established (and as to which the property subject to
any such Lien is not yet subject to foreclosure, sale or loss on account thereof);




          (d) pledges or deposits made in the ordinary course of business to secure payment of worker’s
compensation insurance, unemployment insurance, pensions or social security programs;




          (e) Liens arising from good faith deposits in connection with or to secure performance of
tenders, bids, leases, government contracts, performance and return-of-money bonds and other
similar obligations incurred in the ordinary course of business (other than obligations in respect
of the payment of borrowed money);




45









 








          (f) Liens arising from good faith deposits in connection with or to secure performance of
statutory obligations and surety and appeal bonds;




          (g) easements, rights-of-way, restrictions (including zoning restrictions), minor defects or
irregularities in title and other similar charges or encumbrances not, in any material respect,
impairing the use of the encumbered property for its intended purposes;




          (h) judgment Liens that would not constitute an Event of Default;




          (i) Liens arising by virtue of any statutory or common law provision relating to banker’s
liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a
creditor depository institution;




          (j) any Lien on any property or assets acquired from a corporation or other entity which is
merged with or into the Borrower or its Subsidiaries in accordance with Section 8.02, and is not
created in anticipation of any such transaction (unless such Lien is created to secure or provide
for the payment of any part of the purchase price of such corporation or other entity);




          (k) any Lien on any property or assets existing at the time of acquisition of such property or
assets by the Borrower and which is not created in anticipation of such acquisition (unless such
Lien was created to secure or provide for the payment of any part of the purchase price of such
property or assets);




          (l) any Lien on Margin Stock;




          (m) other Liens not previously described in the foregoing clauses (a) through (l) to the
extent such Liens do not secure Indebtedness exceeding fifteen percent (15%) of Net Worth in the
aggregate; and




          (n) any extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Liens referred to in the foregoing clauses (a) through
(m), for amounts not exceeding the principal amount of the Indebtedness secured by the Lien so
extended, renewed or replaced, provided that such extension, renewal or replacement Lien is limited
to all or a part of the same property or assets that were covered by the Lien extended, renewed or
replaced (plus improvements on such property or assets).




     Section 8.05 Burdensome Agreements.



     Neither the Borrower nor any of its Subsidiaries shall enter into any contractual obligation
(other than this Credit Agreement or any other Credit Document) that materially limits the ability
(i) of any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property
to the Borrower, (ii) of any Subsidiary to guarantee the Indebtedness of the Borrower or (iii) of
the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of
such Person.



     Section 8.06 Subsidiary Indebtedness.



46









 





     The Borrower will not permit any of its Subsidiaries to, contract, create, incur, assume or
permit to exist any Indebtedness, other than:



          (a) Indebtedness in respect of current accounts payable and accrued expenses incurred in the
ordinary course of business;




          (b) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary
of the Borrower;




          (c) purchase money Indebtedness to finance the purchase of fixed assets (including equipment);
provided that (i) such Indebtedness when incurred shall not exceed the purchase price of
the asset(s) financed; and (ii) no such Indebtedness shall be refinanced for a principal amount in
excess of the principal balance outstanding thereon at the time of such refinancing;




          (d) Indebtedness evidenced by any Swap Contract entered into in the ordinary course of
business and not for speculative purposes;




          (e) Indebtedness incurred after the Closing Date in connection with the acquisition of a
Person or Property as long as such Indebtedness existed prior to such acquisition and was not
created in anticipation thereof;




          (f) Indebtedness existing on the Closing Date as set forth on Schedule 8.06; and




          (g) any other Indebtedness in a principal amount not to exceed fifteen percent (15%) of Net
Worth in the aggregate, at any one time outstanding.




ARTICLE IX

EVENTS OF DEFAULT




     Section 9.01 Events of Default.



     An Event of Default shall exist upon the occurrence of any of the following specified events
(each an “Event of Default”):



          (a) Payment. The Borrower shall: (i) subject to subclause (ii) of this clause (a),
default in the payment when due of any principal of any of the Loans, (ii) default in the payment
when due of any principal of any of the Loans and (A) such default is due to an event the result of
which is an impairment of the financial markets that makes it impossible for the Borrower to timely
transfer funds over an interbank transfer mechanism in order to make such payment when due and (B)
such default shall continue for three or more Business Days; or (iii) default, and such default
shall continue for three or more Business Days, in the payment when due of any interest on the
Loans or of any fees or other amounts owing hereunder, under any of the other Credit Documents or
in connection herewith or therewith.




47









 








          (b) Representations. Any representation, warranty or statement made or deemed to be
made by the Borrower herein, in any of the other Credit Documents, or in any statement or
certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in
any material respect on the date as of which it was deemed to have been made.




          (c) Covenants. The Borrower shall:





     (i) default in the due performance or observance of any term, covenant or
agreement contained in Sections 7.01(e)(i), 7.02, 7.03(a), 7.04, 7.05, 7.08 or
Article VIII, inclusive; or




     (ii) default in the due performance or observance by it of any term, covenant
or agreement contained in Section 7.01 (other than Section 7.01(e)(i)) and such
default shall continue unremedied for a period of five Business Days after the
earlier of the Borrower becoming aware of such default or notice thereof given by
the Administrative Agent or any Lender; or




     (iii) default in the due performance or observance by it of any term, covenant
or agreement (other than those referred to in subsections (a), (b), (c)(i), or
(c)(ii) of this Section 9.01) contained in this Credit Agreement or any other Credit
Document and such default shall continue unremedied for a period of at least 30 days
after the earlier of the Borrower becoming aware of such default or notice thereof
given by the Administrative Agent or any Lender.



          (d) Bankruptcy, etc. The occurrence of any of the following with respect to the
Borrower or any of its Material Subsidiaries (i) a court or governmental agency having jurisdiction
in the premises shall enter a decree or order for relief in respect of the Borrower or any such
Material Subsidiary in an involuntary case under any applicable Debtor Relief Law now or hereafter
in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Borrower or any such Material Subsidiary or for any substantial part of its
property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case
under any applicable Debtor Relief Law now or hereafter in effect is commenced against the Borrower
or any such Material Subsidiary and such petition remains unstayed and in effect for a period of 60
consecutive days; or (iii) the Borrower or any such Material Subsidiary shall commence a voluntary
case under any applicable Debtor Relief Law now or hereafter in effect, or consent to the entry of
an order for relief in an involuntary case under any such law, or consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of such Person or any substantial part of its property or make any general assignment for
the benefit of creditors; or (iv) the Borrower or any such Material Subsidiary shall admit in
writing its inability to pay its debts generally as they become due or any action shall be taken by
any Person in furtherance of any of the aforesaid purposes.




          (e) Defaults under Other Agreements. With respect to any Indebtedness of the Borrower
or any of its Subsidiaries (other than Indebtedness outstanding under this Credit Agreement) in
excess of $100,000,000 in the aggregate (A) the Borrower or any such Subsidiary shall (i) default
in any payment (beyond the applicable grace period with respect thereto, if any) with respect to
such Indebtedness, or (ii) default (after giving effect to any applicable grace



48









 






period) in the
observance or performance of any covenant or agreement relating to such Indebtedness or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event or
condition shall occur or condition exist, the effect of which default or other event or condition
is to cause or permit the holder or the holders of such Indebtedness (or any trustee or agent on
behalf of such holders) to cause (determined without regard to whether any notice or lapse of time
is required) such Indebtedness to become due prior to its
stated maturity; or (B) such Indebtedness shall be declared due and payable, or required to be
prepaid other than by a regularly scheduled required prepayment prior to the stated maturity
thereof; or (C) such Indebtedness shall mature and remain unpaid. With respect to (A)(i) above, if
an impairment of the financial markets makes it impossible for the Borrower to timely transfer
funds over an interbank transfer mechanism in order to make the applicable payments when due, then
no default shall exist until the failure to make such payments shall have continued for three or
more Business Days beyond the date due (after giving effect to any applicable grace period).




          (f) Judgments. One or more judgments, orders, or decrees shall be entered against the
Borrower or any of its Subsidiaries involving a liability of $100,000,000 or more, in the
aggregate, (to the extent not paid or covered by insurance provided by a carrier who has
acknowledged coverage) and such judgments, orders or decrees shall be final and unappealable and
shall not have been paid, vacated, satisfied, discharged, or stayed or bonded pending appeal within
60 days from the entry thereof; provided that if such judgment, order or decree provides
for periodic payments over time then the Borrower or such Subsidiary shall have a grace period of
30 days with respect to each such periodic payment but only so long as no lien attaches during such
period.




          (g) ERISA. The occurrence of any ERISA Event (as defined below) that, when taken
together with all other ERISA Events that have occurred, would have or would be reasonably expected
to have a Material Adverse Effect: (i) any “accumulated funding deficiency,” as such term is
defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist
with respect to any Plan, or any lien shall arise on the assets of the Borrower or any ERISA
Affiliate in favor of the PBGC or a Plan; (ii) a Termination Event shall occur with respect to a
Single Employer Plan which is likely to result in the termination of such Plan in a distress
termination under Section 4041(c) of ERISA or by the PBGC under Section 4042 of ERISA; (iii) the
Borrower or any ERISA Affiliate shall incur any liability in connection with a withdrawal from,
reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning
of Section 4245 of ERISA) of a Multiemployer Plan or Multiple Employer Plan; or (iv) any prohibited
transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of
fiduciary responsibility shall occur which would be reasonably expected to subject the Borrower or
any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section
4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any
ERISA Affiliate has agreed or is required to indemnify any person against any such liability (each
of (i) through (iv) an “ERISA Event”).




          (h) Change of Control. There shall occur a Change of Control.




     Section 9.02 Acceleration; Remedies.



49









 





     Upon the occurrence of an Event of Default, and at any time thereafter unless and until such
Event of Default has been waived by the Lenders or the Required Lenders, as applicable, the
Administrative Agent may, or upon the request and direction of the Required Lenders shall, by
written notice to the Borrower, take any of the following actions without prejudice to the rights
of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as
otherwise specifically provided for herein:



          (a) Termination of Commitments. Declare the Commitments terminated, whereupon the
Commitments shall be immediately terminated.




          (b) Acceleration of Loans. Declare the unpaid amount of all Borrower Obligations to
be due whereupon the same shall be immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by the Borrower.




          (c) Enforcement of Rights. Enforce any and all rights and interests created and
existing under the Credit Documents, including, without limitation, all rights of set-off.



Notwithstanding the foregoing, if an Event of Default specified in Section 9.01(e) shall occur,
then the Commitments shall automatically terminate and all Loans, all accrued interest in respect
thereof, all accrued and unpaid fees and other Borrower Obligations owing to the Administrative
Agent and the Lenders hereunder shall immediately become due and payable without the giving of any
notice or other action by the Administrative Agent or the Lenders, which notice or other action is
expressly waived by the Borrower.



Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent,
each Lender has, to the extent permitted by any Requirement of Law, a separate right of payment and
shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section
101(5) of the Bankruptcy Code or any other Debtor Relief Law.




     Section 9.03 Allocation of Payments After Event of Default.



     Notwithstanding any other provisions of this Credit Agreement, but subject to Section 3.05(f),
after the occurrence of an Event of Default and the exercise of remedies by the Administrative
Agent or the Lenders pursuant to Section 9.02 (or after the Commitments shall automatically
terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit
Documents shall automatically become due and payable in accordance with the terms of such Section),
all amounts collected or received by the Administrative Agent or any Lender on account of amounts
outstanding under any of the Credit Documents shall be paid over or delivered as follows:




     FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including,
without limitation, reasonable attorneys’ fees) of the Administrative Agent or any of the
Lenders in connection with enforcing its rights under the Credit Documents ratably among
them in proportion to the amounts described in this clause “FIRST” payable to them;



50









 






     SECOND, to payment of any fees owed to the Administrative Agent or any of the Lenders
ratably among them in proportion to the amounts described in this clause “SECOND” payable to
them;




     THIRD, to the payment of all accrued interest payable to the Lenders hereunder ratably
among them in proportion to the amounts described in this clause “THIRD” payable to them;




     FOURTH, to the payment of the outstanding principal amount of the Loans ratably among
them in proportion to the amounts described in this clause “FOURTH” payable to them;




     FIFTH, to all other obligations which shall have become due and payable under the
Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above ratably
among the holders of the Borrower Obligations in proportion to the amounts described in this
clause “FIFTH” payable to them; and




     SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to
receive such surplus.


In carrying out the foregoing, amounts received shall be applied in the numerical order provided
until exhausted prior to application to the next succeeding category.




ARTICLE X

AGENCY PROVISIONS




     Section 10.01 Appointment and Authorization of the Administrative Agent.



     Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to
take such action on its behalf under the provisions of this Credit Agreement and each other Credit
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Credit Agreement or any other Credit Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere
herein or in any other Credit Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have
or be deemed to have any fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or any other Credit Document or otherwise exist against the Administrative Agent.
Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and
in the other Credit Documents with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Requirement of Law. Instead, such term is used merely as a matter of market custom, and
is intended to create or reflect only an administrative relationship between independent
contracting parties.



     Section 10.02 Delegation of Duties.



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     The Administrative Agent may execute any of its duties under this Credit Agreement or any
other Credit Document by or through agents, employees or attorneys-in-fact and shall be entitled to
advice of counsel and other consultants or experts concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any
agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.



     Section 10.03 Liability Of Agents.



     No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any
of them under or in connection with this Credit Agreement or any other Credit Document or the
transactions contemplated hereby (except for its own gross negligence or willful misconduct in
connection with its duties expressly set forth herein), or (b) be responsible in any manner to any
Lender or participant for any recital, statement, representation or warranty made by the Borrower
or any officer thereof, contained herein or in any other Credit Document, 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 Credit Agreement or any other Credit
Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit
Agreement or any other Credit Document, or for any failure of the Borrower or any other party to
any Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Person
shall be under any obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Credit
Agreement or any other Credit Document, or to inspect the properties, books or records of the
Borrower or any Affiliate thereof.



     Section 10.04 Reliance by Administrative Agent.



          (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement 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 counsel to the Borrower), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing
or refusing to take any action under any Credit Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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 Credit Agreement or any other Credit Document in accordance with a request or consent of
the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.




          (b) For purposes of determining compliance with the conditions specified in Section 5.01, each
Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter



52









 






required thereunder to be consented
to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.




     Section 10.05 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, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Credit Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders
of its receipt of any such notice. The Administrative Agent shall take such action with respect to
such Default or Event of Default as may be directed by the Required Lenders in accordance with
Article IX; provided, however, that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as it
shall deem advisable or in the best interest of the Lenders.



     Section 10.06 Credit Decision; Disclosure of Information by the Administrative
Agent.



     Each Lender acknowledges that no Agent-Related Person has made any representation or warranty
to it, and that no act by the Administrative Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof,
shall be deemed to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed material
information in their possession. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of
the Borrower and its Subsidiaries, and all applicable bank or other regulatory Requirement of Laws
relating to the transactions contemplated hereby, and made its own decision to enter into this
Credit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that
it will, independently and without reliance upon any Agent-Related Person 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 Credit Agreement and
the other Credit Documents, and to make such investigations as it deems necessary to inform itself
as to the business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial and other condition
or creditworthiness of the Borrower or any of its Affiliates which may come into the possession of
any Agent-Related Person.



     Section 10.07 Indemnification of the Administrative Agent.



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     Whether or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of
the Borrower and without limiting the obligation of the Borrower to do so), on a pro rata basis,
and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the payment
to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined
in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such
Agent-Related Person’s own gross negligence or willful misconduct; provided
further, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes
of this Section. Without limitation of the foregoing, each Lender shall reimburse the
Administrative
Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including,
without limitation, the reasonable fees and expenses of legal counsel) incurred by the
Administrative Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit
Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive termination of the Commitments, the
payment of all Borrower Obligations and the resignation of the Administrative Agent.



     Section 10.08 Administrative Agent in its Individual Capacity.



     JPMorgan and its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with the Borrower and its Affiliates as
though JPMorgan were not the Administrative Agent hereunder and without notice to or consent of the
Lenders. The Lenders acknowledge that, pursuant to such activities, JPMorgan or its Affiliates may
receive information regarding the Borrower or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge
that JPMorgan shall be under no obligation to provide such information to them. With respect to
its Loans, JPMorgan shall have the same rights and powers under this Credit Agreement as any other
Lender and may exercise such rights and powers as though it were not the Administrative Agent, and
the terms “Lender” and “Lenders” include JPMorgan in its individual capacity.



     Section 10.09 Successor Administrative Agent.



     The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the
Lenders. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders
shall appoint from among the Lenders a successor administrative agent for the Lenders, which
successor administrative agent shall be consented to by the Borrower at all times other than during
the existence of an Event of Default (which consent of the Borrower shall not be unreasonably
withheld or delayed). If no successor administrative agent is appointed prior to the effective
date of the resignation of the retiring Administrative Agent, the retiring Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from
among the Lenders. Upon the acceptance of its appointment as



54









 







successor administrative agent
hereunder, the Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent, and the term “Administrative Agent”
shall mean such successor administrative agent, and the retiring Administrative Agent’s
appointment, powers and duties as Administrative Agent shall be terminated without any other or
further act or deed on the part of the resigning Administrative Agent or any other Lender. After
the Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this
Article X and Section 11.05 shall continue to inure to its benefit as to any actions taken or
omitted to be taken by it while it was the Administrative Agent under this Credit Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent by the date which
is 30 days following the retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders
shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a
successor administrative agent as provided for above.



     Section 10.10 Administrative Agent May File Proofs of Claim.



     In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Borrower, the Administrative
Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall
have made any demand on the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:



          (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other Borrower Obligations that are owing and unpaid and to
file such other documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 3.04 and 11.05) allowed in such judicial proceeding; and




          (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 3.04 and
11.05).




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Borrower Obligations or the rights of any



55









 







Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.



     Section 10.11 Other Agents, Arrangers and Managers.



     None of the Lenders or other Persons identified on the facing page or signature pages of this
Credit Agreement as a “co-syndication agent,” “documentation agent,” “sole book manager,” or “sole
lead arranger” shall have any right, power, obligation, liability, responsibility or duty under
this Credit Agreement other than, in the case of such Lenders, those applicable to all Lenders as
such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall
have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges
that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in
deciding to enter into this Credit Agreement or in taking or not taking action hereunder.



ARTICLE XI

MISCELLANEOUS




     Section 11.01 Notices and Other Communications; Facsimile Copies.



          (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including by facsimile transmission).
All such written notices shall be mailed, faxed or delivered to the address, facsimile number or
(subject to subsection (c) below) electronic mail address as follows:




               (i) if to the Borrower, to it at:


Baker Hughes Incorporated

2929 Allen Parkway, Suite 2100

Houston, TX 77019-2118

Attn: Jan Kees van Gaalen, Vice President & Treasurer

Telephone: 44.207.616.8204 (London)

Email: JanKees.vanGaalen@bakerhughes.com




               (ii) if to the Administrative Agent, to it at


JPMorgan Chase Bank, N.A.

1111 Fannin Street, Floor 10

Houston, TX 77002

Attn: Regina Harmon

Telephone: 713-750-2355

Facsimile: 713-427-6307

Email: regina.m.harmon@chase.com



with a copy to:




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JPMorgan Chase Bank, N.A.

712 Main Street, 12th Floor Central

Houston, TX 77002

Attn: Marshall Trenckmann

Telephone: 713-216-6031

Facsimile: 713-216-8870

Email: marshall.j.trenckmann@jpmchase.com




               (iii) if to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire;


or; in any such case, to such other address, facsimile number or electronic mail address as shall
be designated by such party in a notice to the other party. All notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the telephone number
specified for notices to the applicable party in the previous sentence, or to such other telephone
number as shall be designated by such party in a notice to the other party in the previous sentence
(or, in the case of any Lender other than the Administrative Agent, in its Administrative
Questionnaire), or to such other telephone number as shall be designated by such party in a notice
to the other party. All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if
delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B)
if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered
by electronic mail (which form of delivery is subject to the provisions of subsection (c) below),
when delivered on a Business Day (and if not delivered on a Business Day, then the next succeeding
Business Day); provided, however, that notices and other communications to the
Administrative Agent pursuant to Article II shall not be effective until actually received by such
Person. In no event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.




          (b) Effectiveness of Facsimile Documents and Signatures. Credit Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable law, have the same force and effect as manually-signed originals and
shall be binding on the Borrower and the Lenders. The Administrative Agent may also require that
any such documents and signatures be confirmed by a manually-signed original thereof;
provided, however, that the failure to request or deliver the same shall not limit
the effectiveness of any facsimile document or signature.




          (c) Limited Use of Electronic Mail. Electronic mail and Internet and intranet
websites may be used only to distribute routine communications, such as financial statements and
other information, and to distribute Credit Documents for execution by the parties thereto, and may
not be used for any other purpose, including Article II notices.




          (d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the
Lenders shall be entitled to rely and act upon any notices (including telephonic notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other



57









 






form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender,
their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact
from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower, except that the Borrower shall not be
obligated to indemnify any Person under the provisions of this subsection (d) where such losses,
costs, expenses and liabilities are the result of such Person’s willful misconduct or gross
negligence. All telephonic notices to and other communications with the Administrative Agent may
be recorded by the Administrative Agent, and the Borrower hereby consents to such recording.




     Section 11.02 Right of Set-Off.



     In addition to any rights now or hereafter granted under applicable law or otherwise, and not
by way of limitation of any such rights, upon the occurrence of an Event of Default and the
commencement of remedies described in Section 9.02, each Lender, to the extent permitted by
law, is authorized at any time and from time to time, without presentment, demand, protest or
other notice of any kind (all of which rights being hereby expressly waived), to set-off and to
appropriate and apply any and all deposits (general or special) and any other indebtedness at any
time held or owing by each Lender (including, without limitation, branches, agencies or Affiliates
of such Lender wherever located) to or for the credit or the account of the Borrower against
obligations and liabilities of the Borrower to the Lenders hereunder, under the Notes, the other
Credit Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders
shall have made any demand hereunder and although such obligations, liabilities or claims, or any
of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made
immediately upon the occurrence of an Event of Default even though such charge is made or entered
on the books of such Lender subsequent thereto. The Borrower hereby agrees that any Person
purchasing a participation in the Loans and Commitments hereunder pursuant to Sections 3.09 or
11.03(e) may exercise all rights of set-off with respect to its Participation Interest as fully as
if such Person were a Lender hereunder.



     Section 11.03 Benefit of Agreement.



          (a) The provisions of this Credit Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security
interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in
accordance with the provisions of subsection (g) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Credit
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly contemplated



58









 






hereby,
the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Credit
Agreement.




          (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of
its rights and obligations under this Credit Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that (i) except in the case of
an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the
Trade Date, shall not be less than $15,000,000 and after giving effect to any such assignment, the
assigning Lender shall have Commitments and Loans outstanding aggregating at least $10,000,000, in
each case unless otherwise agreed by the Administrative Agent and, so long as no Event of Default
has occurred and is continuing, the Borrower; (ii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations under this
Credit Agreement with respect to the Loans or the
Commitment assigned; (iii) any assignment of a Commitment must be approved by the
Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower (each such consent not to be unreasonably withheld or delayed), unless the Person that is
the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to
this Credit Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Credit Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Credit Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 4.01, 4.04, 4.05, and 11.05(b) with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, the Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Credit Agreement that does not comply with this
subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d) of this Section.




          (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at the Administrative Agent’s Office located in Houston, Texas a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent and



59









 






the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.




          (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person or the
Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in
all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including
all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such
Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this
Credit Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Credit
Agreement and to approve any amendment, modification or waiver of any provision of this Credit
Agreement; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 11.06 that directly affects such
Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 4.01, 4.04 and 4.05 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.
To the extent permitted by any Requirement of Law, each Participant also shall be entitled to the
benefits of Section 3.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 3.09 as though it were a Lender.




          (e) A Participant shall not be entitled to receive any greater payment under Section 4.01,
4.04 or 4.05 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 4.01 unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 4.01(e) as though it were a Lender.




          (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Credit Agreement (including under its Note, if any) to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




          (g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified as such in writing from time
to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the
option to provide all or any part of any Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Credit Agreement; provided that (i) nothing



60









 






herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such
option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (A)
neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or
expenses or otherwise increase or change the obligations of the Borrower under this Credit
Agreement (including its obligations under Sections 4.01, 4.04 and 4.05), (B) no SPC shall be
liable for any indemnity or similar payment obligation under this Credit Agreement for which a
Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval
of any amendment, waiver or other modification of any provision of any Credit Document, remain the
lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.
In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Credit Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will
not institute against, or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the Requirements of Law of
the United States or any State thereof. Notwithstanding anything to the contrary contained herein,
any SPC may (i) with notice to, but without prior written consent of the Borrower and the
Administrative Agent and without paying any processing fee therefor, assign all or any portion of
its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential
basis any non-public information relating to its funding of Loans to any rating agency, commercial
paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.




          (h) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may
create a security interest in all or any portion of the Loans owing to it and the Note, if any,
held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as
security for such obligations or securities, provided that unless and until such trustee
actually becomes a Lender in compliance with the other provisions of this Section 11.03, (i) no
such pledge shall release the pledging Lender from any of its obligations under the Credit
Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender
under the Credit Documents even though such trustee may have acquired ownership rights with respect
to the pledged interest through foreclosure or otherwise.




     Section 11.04 No Waiver; Remedies Cumulative.



     No failure or delay on the part of the Administrative Agent or any Lender in exercising any
right, power (including, without limitation, any power of attorney) or privilege hereunder or under
any other Credit Document and no course of dealing between the Borrower, the Administrative Agent
or any Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights
or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or
demand on the Borrower in any case shall entitle the Borrower to any other or further notice or
demand in similar or other circumstances or constitute a waiver



61









 







of the rights of the Administrative
Agent or any Lender to any other or further action in any circumstances without notice or demand.



     Section 11.05 Attorney Costs, Expenses, Taxes and Indemnification by Borrower.



          (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Arranger,
subject to agreed limitations, for all reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this Credit Agreement
and the other Credit Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions contemplated hereby and
thereby, including all reasonable fees and expenses of legal counsel, and (ii) to pay or reimburse
the Administrative Agent and each Lender for all costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit
Agreement or the other Credit Documents (including all such costs and expenses incurred during any
“workout” or restructuring in respect of the Borrower Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all reasonable fees and expenses
of legal counsel. The foregoing costs and expenses shall include all search, filing, recording,
and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred
by the Administrative Agent and the Arranger and the cost of independent public accountants
and other outside experts retained by the Administrative Agent, the Arranger or any Lender.
Other than costs and expenses payable in connection with the closing of the transactions
contemplated by this Credit Agreement pursuant to Section 11.05(a) (which shall be payable on the
Closing Date unless otherwise agreed by the Administrative Agent and the Arranger), all amounts due
under this Section 11.05 shall be payable within ten Business Days after demand therefor. The
agreements in this Section shall survive the termination of the Commitments and repayment of all
other Borrower Obligations.




          (b) Whether or not the transactions contemplated hereby are consummated, the Borrower shall
indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the
“Indemnitees”) from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including
the reasonable fees and expenses of legal counsel) of any kind or nature whatsoever which may at
any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to
or arising out of or in connection with (i) the execution, delivery, enforcement, performance or
administration of any Credit Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (ii) any Commitment, Loan or the use or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or release of hazardous substances on or from any
property currently or formerly owned or operated by the Borrower, any of its Subsidiaries, or any
environmental claim related in any way to the Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory (including any investigation of,
preparation for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any



62









 






Indemnitee is a party thereto (all the foregoing,
collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or
arising, in whole or in part, out of the negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements arise from the gross negligence or willful misconduct of such Indemnitee
or constitute a violation of law or breach in bad faith of such Indemnitee’s obligations under this
Credit Agreement. Neither the Borrower nor any Indemnitee shall be liable for any damages arising
from the use by others of any information or other materials obtained through IntraLinks or other
similar information transmission systems in connection with this Credit Agreement, nor shall the
Borrower, any of its Affiliates or any Indemnitee have any liability for any indirect, punitive,
special, incidental or consequential damages relating to this Credit Agreement or any other Credit
Document or arising out of its activities in connection herewith or therewith (whether before or
after the Closing Date). All amounts due under this Section 11.05 shall be payable within ten
Business Days after demand therefor. The agreements in this Section shall survive the resignation
of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and
the repayment, satisfaction or discharge of all the other Borrower Obligations.




     Section 11.06 Amendments, Waivers and Consents.



     Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or
thereof may be amended, changed, waived, discharged or terminated unless such amendment,
change, waiver, discharge or termination is in writing and signed by the Required Lenders and
the Borrower; provided that, except as provided in Section 2.10(b), no such amendment,
change, waiver, discharge or termination shall, without the consent of each Lender directly
affected thereby:



          (a) extend the Maturity Date;




          (b) reduce the rate or extend the time of payment of interest (other than as a result of
waiving the applicability of any post-default increase in interest rates) on the Loans or fees
hereunder or specify a method for establishing the Applicable Margin pursuant to the fourth
sentence of the definition;




          (c) reduce or waive the principal amount of any Loan or extend the time of payment thereof;




          (d) increase or extend the Commitment of a Lender (it being understood and agreed that a
waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments
shall not constitute a change in the terms of any Commitment of any Lender);




          (e) release the Borrower from its obligations or consent to the assignment or transfer by the
Borrower of any of its rights and obligations under (or in respect of) the Credit Documents;




          (f) amend, modify or waive any provision of this Section 11.06 or Sections 3.08, 3.09,
9.01(a), 11.02, 11.03 or 11.05; or




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          (g) reduce any percentage specified in, or otherwise modify, the definition of Required
Lenders.




     Notwithstanding the above, (i) no provision of Section 2.10 or Section 3.04(b) may be amended
or modified without the consent of the Administrative Agent; (ii) no provision of this Credit
Agreement or any other Credit Document that addresses the rights or obligations of the
Administrative Agent (including, without limitation, Article X) may be amended or modified without
prior written consent of the Administrative Agent; and (iii) Schedule 1.01(a) shall be
amended and restated from time to time in the manner specified in Section 2.08(d).



     Notwithstanding the fact that the consent of all the Lenders is required in certain
circumstances as set forth above, (A) each Lender is entitled to vote as such Lender sees fit on
any reorganization plan that affects the Borrower Obligations, and each Lender acknowledges that
the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions
set forth herein and (B) the Required Lenders may consent to allow the Borrower to use cash
collateral in the context of a bankruptcy or insolvency proceeding.



     Section 11.07 Counterparts.



     This Credit Agreement may be executed in any number of counterparts, each of which where so
executed and delivered shall be an original, but all of which shall constitute one and the same
instrument.



     Section 11.08 Survival of Indemnification and Representations and Warranties.



          (a) Survival of Indemnification. All indemnities set forth herein shall survive the
execution and delivery of this Credit Agreement, the making of the Loans, the repayment of the
Loans and the other Borrower Obligations and the termination of the Commitments hereunder.




          (b) Survival of Representations and Warranties. All representations and warranties
made hereunder and in any other Credit Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or Event of Default at the time of any
Loans, and shall continue in full force and effect as long as any Commitment remains in effect or
any Loan or any other Borrower Obligation hereunder shall remain unpaid or unsatisfied.




     Section 11.09 Governing Law; Venue.



          (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Credit
Agreement or any other Credit



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Document may be brought in the courts of the State of New York, or of
the United States District Court sitting in New York City, New York, and, by execution and delivery
of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of such courts. The Borrower further
irrevocably consents to the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered or certified mail, postage
prepaid, to it at the address for notices pursuant to Section 11.01, such service to become
effective 30 days after such mailing. Nothing herein shall affect the right of the Administrative
Agent or any Lender to serve process in any other manner permitted by law or to commence legal
proceedings or to otherwise proceed against the Borrower in any other jurisdiction.




          (b) The Borrower hereby irrevocably waives any objection which it may now or hereafter have to
the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection
with this Credit Agreement or any other Credit Document in the courts referred to in subsection (a)
hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in an inconvenient
forum.




     Section 11.10 Waiver of Jury Trial; Waiver of Consequential and Punitive Damages.



     EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY. Each of the parties to this Credit Agreement agrees not to assert any claim against
any other party to this Credit Agreement, any of such party’s Affiliates or any of its directors,
officers, employees, attorneys or agents, on any theory of liability, for special, indirect,
consequential or punitive damages arising out of or otherwise relating to any of the transactions
contemplated herein.



     Section 11.11 Severability.



     If any provision of any of the Credit Documents is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining provisions shall remain in
full force and effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.



     Section 11.12 Further Assurances.



     The Borrower agrees, upon the request of the Administrative Agent, to promptly take such
actions, as reasonably requested, as are necessary to carry out the intent of this Credit Agreement
and the other Credit Documents.



     Section 11.13 Entirety.



     This Credit Agreement together with the other Credit Documents represent the entire agreement
of the parties hereto and thereto, and supersede all prior agreements and



65









 







understandings, oral or
written, if any, including any commitment letters or correspondence relating to the Credit
Documents or the transactions contemplated herein and therein.



     Section 11.14 Binding Effect; Continuing Agreement.



          (a) This Credit Agreement shall become effective at such time as all of the conditions set
forth in Section 5.01 have been satisfied or waived in the sole discretion of the Lenders and it
shall have been executed by the Borrower, the Administrative Agent and the Lenders, and thereafter
this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent, the Lenders and their respective successors and assigns.




          (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and
effect until all Loans, interest, fees and other Borrower Obligations (other than contingent
indemnification or expense reimbursement obligations) have been paid in full and the Commitments
have terminated. Upon termination, the Borrower shall have no further obligations (other than the
indemnification provisions that survive) under the Credit Documents; provided that should
any payment, in whole or in part, of the Borrower Obligations be rescinded or otherwise required to
be restored or returned by the Lenders, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all
amounts required to be restored or returned and all costs and expenses incurred by the
Administrative Agent and any Lender in connection therewith shall be deemed included as part of the
Borrower Obligations.




     Section 11.15 Confidentiality.



     Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its and its
Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and
other advisors (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); (b) to the extent requested by any regulatory authority; (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other
party to this Credit Agreement; (e) only to the extent necessary in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this Credit Agreement or the
enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or obligations under this
Credit Agreement or (ii) any direct or indirect contractual counterparty or prospective
counterparty (or such contractual counterparty’s or prospective counterparty’s professional
advisor) to any credit derivative transaction relating to obligations of the Borrower; (g) with the
consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other
than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent
or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar organization. In addition,
the Administrative Agent and the Lenders may disclose the existence of this Credit Agreement and
information about this Credit Agreement to market data collectors, similar service providers to the
lending industry, and service providers to the Administrative Agent and the Lenders in



66









 







connection
with the administration and management of this Credit Agreement, the other Credit Documents, the
Commitments and the Loans. For the purposes of this Section, “Information” means all
information received from the Borrower relating to the Borrower or its business, other than any
such information that is available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by the Borrower; provided that, in the case of information received from
the Borrower after the date hereof, such information is clearly identified in writing at the time
of delivery as confidential. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information.



     Section 11.16 Entire Agreement.



     THIS WRITTEN CREDIT AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



     Section 11.17 USA Patriot Act Notice.



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



     Section 11.18 No Adverse Interpretation of Other Agreements.



     This Credit Agreement may not be used to interpret another indenture, loan, security or debt
agreement of the Borrower or any Subsidiary thereof. No such indenture, loan, security or debt
agreement may be used to interpret this Credit Agreement.



     Section 11.19 No Fiduciary Duty.



     Each of the Administrative Agent, each Lender and their Affiliates (collectively, solely for
purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of
the Borrower. The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed
to create an advisory, fiduciary or agency relationship or fiduciary or other similar duty between
the Lenders and the Borrower, its stockholders or its Affiliates. The Borrower acknowledges and
agrees that (i) the transactions contemplated by the Credit Documents are arm’s-length commercial
transactions between the Lenders, on the one hand, and the Borrower, on the other, (ii) in
connection therewith and with the process leading to such transaction each of the Lenders is acting
solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders,
creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility
in favor of the Borrower with respect to the transactions contemplated hereby or the process
leading thereto (irrespective of whether any



67









 







Lender or any of its Affiliates has advised or is
currently advising the Borrower on other matters) or any other obligation to the Borrower except
the obligations expressly set forth in the Credit Documents and (iv) the Borrower has consulted its
own legal and financial advisors to the extent it deemed appropriate. The Borrower further
acknowledges and agrees that it is responsible for making its own independent judgment with respect
to such transactions and the process leading thereto. The Borrower agrees that it will not claim
that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to the Borrower, in connection with such transaction or the process leading thereto.



     Section 11.20 Markit Data.



          (a) JPMorgan, in any capacity, whether in an individual capacity or as Administrative Agent or
Lender or otherwise, shall receive data from Markit with respect to the CDS Rate and agrees in such
capacity to provide to Designated Users identified by each Lender (and, if JPMorgan is not the
Administrative Agent, the Administrative Agent) such data, including any accompanying written
notice or supporting information from Markit (together, the “Markit Data”), via email,
log-in or other means of communication at the discretion of JPMorgan. JPMorgan shall have all of
the rights, benefits and protections of the Administrative Agent provided for in Article X when
acting in such capacity with respect to the provision of any Markit Data.




          For the avoidance of doubt, any Designated User shall only access and use the Markit Data for
the purposes as specified in this Credit Agreement on behalf of the respective Lender or, if
applicable, the Administrative Agent as shall be required by such Lender, and if applicable, the
Administrative Agent, to comply with the terms of this Section 11.20. Each
Lender, and if applicable, the Administrative Agent, hereby agrees, without limiting Markit’s
or JPMorgan’s other rights and remedies, that it is responsible for and liable for any breach of
any of the provisions of this Section 11.20 by its respective Designated Users.




          (b) Each Lender acknowledges that all copyright, database rights, trade marks, patents, rights
of privacy or publicity and other proprietary or intellectual property rights (including all
models, software, data and any materials) comprised in all or any of the Markit Data, or their
provision, and all enhancements, modifications or additional services thereto, are and will be the
exclusive property of Markit. Except as provided for under this Credit Agreement, each Lender
agrees that it will not use the same (including copying, reverse engineering or, except as
otherwise required by law or regulation, disclosing it to any Person, for any purpose whatsoever)
and will not remove or deface any trademarks associated with the Markit Data. Each Lender
acknowledges that the Markit Data was developed, compiled, prepared, revised, selected and arranged
by Markit and others (including certain information sources (each a “Data Provider”))
through the application of methods and standards of judgment developed and applied through the
expenditure of substantial time, effort and money, and constitute valuable intellectual property
and trade secrets of Markit. Each Lender shall make reasonable efforts to comply, at Markit’s
expense, with all reasonable written requests made by JPMorgan (upon Markit’s written requests to
JPMorgan) to protect any contractual, statutory and common law rights in the Markit Data.




68









 








          (c) Each Lender acknowledges that none of Markit, JPMorgan, their respective Affiliates or any
Data Provider makes any warranty, express or implied, as to the accuracy or completeness of the
Markit Data or as to the results to be attained by any Lender or others from the use of the Markit
Data. Each Lender hereby acknowledges that there are no express or implied warranties of title,
merchantability or fitness for a particular purpose or use, and that it has not relied upon any
warranty, guaranty or representation made by Markit, JPMorgan, their respective Affiliates or any
Data Provider.




          (d) Neither Markit and its Affiliates nor any Data Provider nor JPMorgan and its Affiliates
shall in any way be liable to any Lender or any client of any Lender for any inaccuracies, errors
or omissions, regardless of cause, in the Markit Data provided hereunder or for any damages
(whether direct or indirect) resulting therefrom except, in each case, in the event of its own
fraud, gross negligence or willful misconduct. Without limiting the foregoing, Markit and JPMorgan
shall have no liability whatsoever to any Lender or client of a Lender, whether in contract
(including under an indemnity), in tort (including negligence), under a warranty, under statute or
otherwise, in respect of any loss or damage suffered by such Lender or client as a result of or in
connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or
any course of action determined, by such Lender or any client of such Lender, based on the Markit
Data. To the extent permitted by law, neither Markit nor JPMorgan nor their respective Affiliates
shall be liable for any loss of profits or revenue or any indirect or consequential losses or
damages whatsoever incurred, whether or not it has been advised in advance of the possibility of
any such loss. Notwithstanding anything in this Section 11.20 to the contrary, any waiver of
liability on the part of JPMorgan and its Affiliates in this Section 11.20 shall be limited to the
extent and scope of any waiver of liability with respect to the Administrative Agent as set forth
in Article X hereunder.




          (e) Each Lender acknowledges that it or its employees may, in the course of performing such
Lender’s responsibilities under this Credit Agreement, be exposed to or acquire information which
is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of
confidentiality. Markit’s and such third parties’ confidential information means the Markit Data
and any related materials provided by Markit through JPMorgan to each Lender and the Administrative
Agent under this Credit Agreement. Each Lender agrees to hold Markit’s and such third parties’
confidential information in confidence to the same extent and in the same manner as such Lender is
required to hold the Borrower’s information confidential pursuant to Section 11.15 and agrees that
it will follow procedures which are intended to put any transferee of such confidential information
on notice that such confidential information may not be used for any other purposes except as
contemplated herein. It is understood and agreed that in the event of a breach of confidentiality,
damages may not be an adequate remedy and that JPMorgan shall be entitled to injunctive relief to
restrain any such breach, threatened or actual. Notwithstanding anything herein to the contrary,
the Lenders and the Administrative Agent are entitled to disclose and use the Markit Data in the
normal course of their business as it relates to this Credit Agreement, including but not limited
to disclosing such information to ratings agencies, regulatory agencies, league table providers,
prospective assignees and participants.




          (f) The Borrower acknowledges that each of JPMorgan and the other Lenders from time to time
may conduct business with and may be a shareholder of Markit and that each



69









 






of JPMorgan or the other
Lenders may have from the time to time the right to appoint one or more directors to the board of
directors of Markit.




[Remainder of Page Intentionally Left Blank]





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     Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 
	 	BAKER HUGHES INCORPORATED

 	 
	 	By:  	/s/ Peter A. Ragauss
 	 
	 	 	Name:  	Peter A. Ragauss 	 
	 	 	Title:  	Senior Vice President and

Chief Financial Officer 	 
	 



Signature Page to Credit Agreement









 









 











	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Robert Traband
 	 
	 	 	Name:  	Robert Traband 	 
	 	 	Title:  	Executive Director 	 
	 



Signature Page to Credit Agreement









 









 











	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Robert Traband
 	 
	 	 	Name:  	Robert Traband 	 
	 	 	Title:  	Executive Director 	 
	 



Signature Page to Credit Agreement









 









 











	 	 	 	 	 
	 	CITIBANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Amy Pincu
 	 
	 	 	Name:  	Amy Pincu 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	ABN AMRO BANK N.V.,

as a Lender

 	 
	 	By:  	/s/ Scott Donaldson
 	 
	 	 	Name:  	Scott Donaldson 	 
	 	 	Title:  	Director 	 
	 
	 	ABN AMRO BANK N.V.,

as a Lender

 	 
	 	By:  	/s/ Todd Vauble
 	 
	 	 	Name:  	Todd Vauble 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as a Lender

 	 
	 	By:  	/s/ Shelley A. McGregor
 	 
	 	 	Name:  	Shelley A. McGregor 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as a Lender

 	 
	 	By:  	/s/ Nicholas Bell
 	 
	 	 	Name:  	Nicholas Bell 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD.,
as a Lender

 	 
	 	By:  	/s/ Linda Terry
 	 
	 	 	Name:  	Linda Terry 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	BANCO BILBAO VIZCAYA ARGENTARIA, S.A.,

as a Lender

 	 
	 	By:  	/s/ Miguel Lara
 	 
	 	 	Name:  	Miguel Lara 	 
	 	 	Title:  	Head of Consumer Health Care 	 
	 
	 	 	 
	 	By:  	 /s/ Mauricio Paz
 	 
	 	 	Name:  	Mauricio Paz 	 
	 	 	Title:  	Vice-President 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC,

as a Lender

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Marie Haddad
 	 
	 	 	Name:  	Marie Haddad 	 
	 	 	Title:  	Associate Director 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA,

as a Lender

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY,

as a Lender

 	 
	 	By:  	/s/ Keith L. Burson
 	 
	 	 	Name:  	Keith L. Burson 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	DRESDNER BANK AG in Hannover,

as a Lender

 	 
	 	By:  	/s/ Juergen Lodemann
 	 
	 	 	Name:  	Juergen Lodemann 	 
	 	 	Title:  	Abteilungsdirektor 	 
	 
	 	 	 
	 	By:  	                         /s/ Heinrich Schuette
 	 
	 	 	Name:  	Heinrich Schuette 	 
	 	 	Title:  	Direktor 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	US BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ John T. Prigge
 	 
	 	 	Name:  	John T. Prigge 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to Credit Agreement





 









 








	 	 	 	 	 
	 	ABU DHABI INTERNATIONAL BANK,

as a Lender

 	 
	 	By:  	/s/ Pamela M. Sigda
 	 
	 	 	Name:  	Pamela M. Sigda 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Nagy S. Kolta
 	 
	 	 	Name:  	Nagy S. Kolta 	 
	 	 	Title:  	Executive Vice President